Obligation United States Steels 6.875% ( US912909AM02 ) en USD

United States Steels

101.51 % ⇌

Etas-Unis

US912909AM02 ( en USD )

6.875% par an ( paiement semestriel )

15/08/2025 - Obligation échue

Prospectus brochure de l'obligation United States Steel US912909AM02 en USD 6.875%, échue

1 000 USD

750 000 000 USD

912909AM0

B- ( Très spéculatif )

Caa2 ( Ultra spéculatif )

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 US912909AM02, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2025

L'Obligation émise par United States Steels ( Etas-Unis ) , en USD, avec le code ISIN US912909AM02, a été notée Caa2 ( Ultra spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par United States Steels ( Etas-Unis ) , en USD, avec le code ISIN US912909AM02, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 e17382_x-424b2.htm
CALCULATION OF REGISTRATION FEE

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 2025

$750,000,000

100.0%

$750,000,000

$86,925

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209914

Prospectus Supplement
(To prospectus dated March 3, 2016)
$750,000,000

6.875% Senior Notes due 2025
We are offering $750 million aggregate principal amount of 6.875% Senior Notes due 2025 (the "notes"). We will pay interest on the
notes on February 15 and August 15 of each year, beginning February 15, 2018. The notes will mature on August 15, 2025. We may redeem some
or all of the notes on or after August 15, 2020 at the redemption prices set forth in this prospectus supplement, together with accrued and unpaid
interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to August 15, 2020, we may redeem some or all of the notes
at a redemption price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest, if any, to, but excluding, the
date of redemption, plus a "make-whole" premium. At any time prior to August 15, 2020, we may also redeem up to 35% of the original aggregate
principal amount of the notes with the proceeds of certain equity offerings at the redemption price set forth in this prospectus supplement, together
with accrued and unpaid interest, if any, to, but excluding, the date of redemption. 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 existing and future senior
indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. The notes will be effectively 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 ABL Credit Agreement and our Senior Secured Notes due 2021 (each as defined herein). The notes will 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%
$ 750,000,000
Underwriting discount

1.50%
$
11,250,000
Proceeds, before expenses, to us(1)

98.50%
$ 738,750,000

(1) Plus accrued interest from August 4, 2017, 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
August 4, 2017.

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Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan
Barclays
Morgan Stanley
PNC Capital Markets LLC
Wells Fargo Securities
Goldman Sachs & Co. LLC

Senior Co-Managers

BMO Capital Markets
COMMERZBANK
Scotiabank
SunTrust Robinson Humphrey

Citigroup
ING
SOCIETE GENERALE

Co-Managers

BNY Mellon Capital Markets, LLC
Citizens Capital Markets
Credit Suisse
Huntington Capital Markets
RBC Capital Markets
US Bancorp

The date of this prospectus supplement is August 1, 2017.

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-12
Ratio of Earnings to Fixed Charges
S-13
Capitalization
S-14
Description of Other Indebtedness
S-15
Description of the Notes
S-22
Certain U.S. Federal Income Tax Considerations
S-37
Certain ERISA considerations
S-42
Underwriting
S-45
Legal Matters
S-50
Experts
S-50

Prospectus

About This Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Information by Reference
2
Forward-Looking Statements
3
The Company
3
Risk Factors
3
Ratio of Earnings to Fixed Charges
4
Use of Proceeds
4
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Description of the Debt Securities
4
Description of Capital Stock
12
Description of Other Securities
14
Selling Security Holders
14
Plan of Distribution
14
Legal Matters
15
Experts
15

S-i

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 does not apply to this offering. Generally, when we refer to the prospectus, we are
referring to both parts of this document combined. For information about the notes, see "Description of the Notes" in this prospectus supplement
and "Description of the Debt Securities" in the accompanying prospectus.
If the description in this prospectus supplement differs from the description in the accompanying prospectus, the description in this
prospectus supplement supersedes the description in the accompanying prospectus. If the information set forth in this prospectus supplement varies
in any way from the information set forth in a document we have incorporated by reference, you should rely on the information in the more recent
document.
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the
Securities and Exchange Commission (the "SEC") on March 3, 2016, which became effective automatically upon filing. Before you invest in the
notes, you should read the registration statement, this prospectus supplement and the accompanying prospectus, which form a part of the
registration statement, including the documents incorporated by reference herein. See "Where You Can Find More Information."
Where You Can Find More Information
United States Steel Corporation files annual, quarterly and current reports, proxy statements and other information with the SEC. You
may read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also accessible
through the Internet at the SEC's website at http://www.sec.gov. Many of our SEC filings are also accessible on our website at
http://www.ussteel.com. The reference to our website is intended to be an inactive textual reference only. The information on or connected to our
website is not a part of this prospectus supplement or the accompanying prospectus.
Incorporation of Certain Information by Reference
The SEC allows us to "incorporate by reference" into this prospectus supplement the information in documents we file with it, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus supplement, and later information that we file with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after the date of this prospectus supplement and prior to the termination
of the offering under this prospectus supplement (other than any documents or information deemed to have been furnished and not filed in
accordance with the SEC rules). These documents contain important information about us.
(a) Annual Report on Form 10-K for the year ended December 31, 2016;
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017;
(c) Current Reports on Form 8-K filed on January 31, 2017, March 2, 2017, March 15, 2017, April 25, 2017 (as to Item 8.01 only),
April 28, 2017, May 10, 2017, June 1, 2017, June 30, 2017, July 25, 2017 (as to Items 5.02 and 8.01 only), July 26, 2017, July 31, 2017 and
August 1, 2017; and

S-ii

(d) Definitive Proxy Statement on Schedule 14A filed on March 14, 2017 (solely to the extent specifically incorporated by reference
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into U. S. Steel's Annual Report on Form 10-K for the year ended December 31, 2016).
Any statement contained in a document incorporated by reference into this prospectus supplement will be deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document
which is also incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be
deemed to constitute a part of this prospectus supplement, except as so modified or superseded.
Forward-Looking Statements
We include "forward-looking" statements concerning trends, market forces, commitments, material events and other contingencies
potentially affecting our future performance in this prospectus supplement and in our annual and quarterly reports and other documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements in Section 27 of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Exchange Act. Generally, we have identified such forward-looking statements by using the words "believe,"
"expect," "intend," "estimate," "anticipate," "project," "target," "forecast," "aim," "should," "will" and similar expressions or by using future dates
in connection with any discussion of, among other things, operating performance, trends, events or developments that we expect or anticipate will
occur in the future, statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views
about future operating results. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature,
are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from
the anticipated results and financial condition indicated in these forward-looking statements. Management believes that these forward-looking
statements are reasonable as of the time made. However, caution should be taken not to place undue reliance on any such forward-looking
statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our
present expectations or projections. These risks and uncertainties include, but are not limited to the risks and uncertainties described in "Item 1A.
Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 and those described from time to time in our future
reports filed with the SEC.

S-iii

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 herein, which are described under the caption "Incorporation of Certain Information by Reference" in this prospectus supplement
and the accompanying prospectus. If the information in this prospectus supplement varies in any way from the information set forth in a
document we have incorporated by reference, you should rely on the information in the more recent document.
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 $ are to U.S. dollars.
See "Risk Factors" in this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2016 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-rolled and tubular products with major production operations in North America and
Europe. An integrated steel producer uses iron ore and coke as primary raw materials for steel production. U. S. Steel has annual raw steel
production capability of 22.0 million net tons (17.0 million tons in the United States and 5.0 million tons in Europe). According to worldsteel
Association's latest published statistics, U. S. Steel was the 24th largest steel producer in the world in 2016. Also in 2016, according to publicly
available information, U. S. Steel was the third largest steel producer in the United States. U.S. Steel is also engaged in other business activities
consisting primarily of railroad services and real estate operations.
U. S. Steel will continue to evaluate potential strategic and organizational opportunities, which may include the acquisition, divestiture
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or consolidation of assets. Given recent market conditions, the cyclicality of our industry and the continued challenges faced by the Company,
we are focused on strategically maintaining and spending cash (including capital investments under our asset revitalization program), in order to
invest in areas consistent with our long-term strategy, and are considering various possibilities, including exiting lines of business and the sale
of certain assets, that we believe would further that goal and ultimately result in a stronger balance sheet and greater stockholder value. The
Company will pursue opportunities based on its long-term strategy and what the Board of Directors determines to be in the best interests of the
Company's stockholders at the time.

S-1

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, as well as the accompanying prospectus. For a more
detailed description of the notes, see "Description of the Notes" in this prospectus supplement and "Description of the Debt Securities" in the
accompanying prospectus.
Issuer
United States Steel Corporation

Notes offered
$750 million aggregate principal amount of the notes

Maturity
August 15, 2025

Interest rate
The notes will bear interest at 6.875% per annum. All interest on the notes will accrue from August
4, 2017.

Interest payment dates
Interest is payable on the notes on February 15 and August 15 of each year, beginning on February
15, 2018.

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 or after August 15, 2020, 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 August 15, 2020 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 August 15, 2020 and all required interest payments due on such notes through
August 15, 2020, 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.

At any time prior to August 15, 2020, we may also redeem up to 35% of the original aggregate
principal amount of the notes with the proceeds of certain equity offerings at a redemption price
equal to 106.875% of the principal amount of the notes, together with accrued and unpaid interest, if
any, to, but excluding, the date of redemption.

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S-2

Ranking
The notes will be our senior and unsecured obligations and will 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 will be effectively 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 ABL Credit Agreement and our Senior
Secured Notes due 2021 (each as defined herein). The notes will be structurally subordinated to all
liabilities of our subsidiaries.

As of June 30, 2017, after giving effect to this offering and our use of the net proceeds therefrom:

· we would have had approximately $2,909 million of total indebtedness (including the notes);

· of our total indebtedness, we would have had approximately $980 million of secured
indebtedness to which the notes would have been effectively subordinated;

· our availability under the USSK Credit Facilities (as defined herein) would have been
approximately 248 million (or approximately $283 million), after giving effect to
approximately $2 million of outstanding customs and other guarantees, and our availability
under our ABL Credit Agreement would have been approximately $1,496 million. Our
borrowing capacity under our ABL Credit Agreement may be increased by up to $500 million,
subject to certain conditions; and

· our subsidiaries would have had approximately $2,376 million of total liabilities on a
consolidated basis (including trade payables but excluding intercompany liabilities), all of
which would have been structurally senior to the notes.

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 leaseback transactions with respect to any Principal Property; and

· consolidate, merge or transfer all or substantially 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."

S-3

The indenture that will govern the notes will not include covenants limiting our ability and the
ability of our subsidiaries to incur debt (other than debt secured by Principal Property or shares of
stock or other equity interests of a subsidiary that owns any Principal Property), pay dividends or
make other distributions, make loans and investments or enter into transactions with affiliates.

Additional notes
The senior indenture governing the notes will provide for unlimited issuances of additional notes.
See "Description of the Notes -- Additional Issuances."

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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, The Depository Trust Company ("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 $737
million, after deducting underwriting discounts and expenses payable by us. We intend to use the
net proceeds from this offering, together with cash on hand, for the redemption of all of our 7.00%
Senior Notes due 2018, our 6.875% Senior Notes due 2021 and our 7.50% Senior Notes due 2022
and the payment of related fees and expenses. 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.

S-4

RISK FACTORS
An investment in the notes involves significant risks. 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, 2016, as well as the following risks. The following risks are not
the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business
operations or the price of the notes.
Risks Related to an Investment in the Notes
Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.
We have, and after the offering will continue to have, a significant amount of debt. As of June 30, 2017, after giving effect to this offering
and our use of the net proceeds therefrom, our total debt would have been approximately $2,909 million, and we would have had $1,496 million of
availability under our ABL Credit Agreement and 248 million (or approximately $283 million) of availability under the USSK Credit Facilities
(after giving effect to approximately $2 million of outstanding customs and other guarantees).
Subject to the limits contained in our ABL Credit Agreement, the indenture governing the Senior Secured Notes due 2021, the indenture
that will govern the notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working
capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could
intensify. Specifically, our high level of debt could have important consequences to the holders of the notes, including the following:
·
making it more difficult for us to satisfy our obligations with respect to the notes and our other debt;
·
limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general
corporate requirements;
·
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing
the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
·
increasing our vulnerability to general adverse economic and industry conditions;
·
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our ABL Credit
Agreement and the USSK Credit Facilities, are at variable rates of interest;
·
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
·
placing us at a disadvantage compared to other, less leveraged competitors; and
·
increasing our cost of borrowing.
In addition, the indenture that will govern the notes, the indenture governing the Senior Secured Notes due 2021, our ABL Credit
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Agreement and other debt instruments contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best
interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the
acceleration of all our debt.

S-5

We may not be able to generate sufficient cash to service all of our debt, including the notes, and may be forced to take other actions to
satisfy our obligations under our debt, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations, including the notes, depends on our financial condition and
operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative,
regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit
us to pay the principal, premium, if any, and interest on our debt, including the notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems
and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or
equity capital or restructure or refinance our debt, including the notes. We may not be able to effect any such alternative measures, if necessary, on
commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service
obligations. Our ABL Credit Agreement and the indenture governing the Senior Secured Notes due 2021 restrict our ability to dispose of assets and
use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other debt when it
becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service
obligations then due.

We conduct a substantial portion of our operations through our subsidiaries, including USSK. However, none of our subsidiaries will
guarantee the notes and certain of our subsidiaries are not required and do not guarantee our other indebtedness. Accordingly, repayment of our
debt, including the notes, is dependent on the generation of cash flow by our subsidiaries, including USSK, and their ability to make such cash
available to us, by dividend, debt repayment or otherwise. Because none of our subsidiaries is a guarantor of the notes, our subsidiaries do not have
any obligation to pay amounts due on the notes or to make funds available for that purpose, and subsidiaries that are not required and do not
guarantee our other indebtedness do not have any obligation to pay amounts due on such indebtedness or to make funds available for that purpose.
Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our debt, including
the notes. Each subsidiary is a distinct legal entity, and under certain circumstances, legal and contractual restrictions may limit our ability to obtain
cash from our subsidiaries. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal
and interest payments on our debt, including the notes.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our debt on commercially reasonable terms
or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the
notes.
If we cannot make scheduled payments on our debt, we will be in default and holders of the notes could declare all outstanding principal
and interest to be due and payable, the lenders under our ABL Credit Agreement could terminate their commitments to loan money, the lenders
could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result
in your losing your investment in the notes.

S-6

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. This could further exacerbate the risks to our financial condition described above.
Other than as described under "Description of the Notes--Covenants--Limitation on Liens" and "--Limitation on Sale and Leaseback
Transactions," the indenture that will govern the notes will not contain any financial or operating covenants or restrictions on the incurrence of
indebtedness (including secured debt), the payments of dividends or the repurchase of securities, the making of loans and investments or the entry
into transactions with affiliates 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 specified financial ratios or satisfy other financial condition or results of operations tests.
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.
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The terms of our ABL Credit Agreement, and indentures governing the Senior Secured Notes due 2021 and our senior unsecured notes
and the indenture that will govern the notes will restrict our current and future operations, particularly our ability to respond to changes
or to take certain actions.
Our ABL Credit Agreement, the indentures governing the Senior Secured Notes due 2021 and our senior unsecured notes and the
indenture that will govern the notes contain a number of restrictive covenants that impose significant restrictions on us and may limit our ability to
engage in acts that may be in our long-term best interest, including restrictions on our ability to:
·
dispose of assets;
·
incur liens;
·
enter into sale and leaseback transactions; and
·
consolidate, merge or sell all or substantially all of our assets.
As a result of these restrictions, we may be:
·
limited in how we conduct our business;
·
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
·
unable to compete effectively or to take advantage of new business opportunities.

These restrictions may affect our ability to grow in accordance with our strategy. In addition, our financial results, our substantial debt
and our credit ratings could adversely affect the availability and terms of our financing.

S-7

There are limitations on our ability to borrow the full $1.5 billion of commitments under our ABL Credit Agreement. Availability will be
limited to the lesser of a borrowing base and $1.5 billion, less the amount of any borrowings outstanding under our ABL Credit Agreement. The
borrowing base is calculated on a monthly (or more frequent under certain circumstances) valuation of our inventory and accounts receivable. As a
result, our access to credit under our ABL Credit Agreement is potentially subject to significant fluctuation, depending on the value of the
borrowing base-eligible assets as of any measurement date. Since the value of our inventory and trade accounts receivable less specified reserves
calculated in accordance with the ABL Credit Agreement does not support the full amount of the facility at June 30, 2017, the amount available to
the Company under this facility was reduced by $4 million to $1,496 million. Additionally, U. S. Steel must maintain a fixed charge coverage ratio
of at least 1.00 to 1.00 for the most recent four consecutive quarters when availability under the ABL Credit Agreement is less than the greater of
10 percent of the total aggregate commitments and $150 million. Based on the most recent four quarters as of June 30, 2017, we have satisfied this
covenant. However, our ability to maintain this fixed charge coverage ratio may be affected by events beyond our control and we may not be able
to meet this ratio in future periods. If we are unable to meet this covenant in future periods, the amount available to the Company under this facility
would be reduced by $150 million. Moreover, our ABL Credit Agreement provides the collateral agent considerable discretion to impose reserves
or reduce facility availability, which could materially impair the amount of borrowings that would otherwise be available to us. The impact of
taking any such actions could materially and adversely impair our ability to make interest payments on the notes. The inability to borrow under our
ABL Credit Agreement may adversely affect our liquidity, financial position and results of operations.
A breach of the covenants or restrictions under the indentures governing the Senior Secured Notes due 2021 and our senior unsecured
notes, the indenture that will govern the notes or under our ABL Credit Agreement could result in an event of default under the applicable debt.
Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration
or cross-default provision applies. In addition, an event of default under our ABL Credit Agreement would permit the lenders under our ABL
Credit Agreement to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts
due and payable under our ABL Credit Agreement, those lenders could proceed against the ABL Collateral. In the event our lenders or noteholders
accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that debt.
Our variable rate debt subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under our ABL Credit Agreement and the USSK Credit Facilities are at variable rates of interest and expose us to interest rate
risk. If interest rates were to increase, our debt service obligations on the variable rate debt would increase even though the amount borrowed
remained the same, and our net income and cash flows, including cash available for servicing our debt, will correspondingly decrease. Assuming
all loans under our ABL Credit Agreement and the USSK Credit Facilities were fully drawn, each quarter point change in interest rates would
result in a $4 million change in annual interest expense on our debt under our ABL Credit Agreement and the USSK Credit Facilities. In the future,
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we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.
However, we may not maintain interest rate swaps with respect to all of our variable rate debt, and any swaps we enter into may not fully mitigate
our interest rate risk.

S-8

The notes will be effectively junior to the ABL Credit Agreement, the Senior Secured Notes due 2021 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 $1.5 billion ABL Credit
Agreement a first lien on certain of our domestic inventories and certain accounts receivable and we have granted to the holders of our Senior
Secured Notes due 2021 a first lien on substantially all of the other tangible and intangible assets of U. S. Steel's domestic flat-rolled business.
Holders of our secured debt also would have priority over unsecured creditors to the extent of the value of the collateral securing such indebtedness
in the event of a bankruptcy, liquidation or similar proceeding. As a result, the notes will be effectively junior to the ABL Credit Agreement,
Senior Secured Notes due 2021, 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, the notes will be structurally subordinated to all indebtedness or
guarantees of indebtedness and other liabilities, including trade payables, of each of our subsidiaries. As of June 30, 2017, after giving effect to this
offering and our use of the net proceeds therefrom, our subsidiaries would have had approximately $2,376 million of total liabilities on a
consolidated basis (including trade payables but excluding intercompany liabilities), all of which would have been structurally senior to the notes.
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.

We may not be able to repurchase the notes upon a change of control repurchase event.
Upon the occurrence of a change of control repurchase event, we will be required to offer to repurchase all outstanding notes at 101% of
their principal amount, plus accrued and unpaid interest to the purchase date, and we will be similarly required to offer to repurchase our Senior
Secured Notes due 2021 and our senior unsecured notes. Additionally, under our ABL Credit Agreement, a change of control (as defined therein)
may constitute an event of default that permits the lenders to accelerate the maturity of borrowings under our ABL Credit Agreement and the
commitments to lend would terminate. The source of funds for any purchase of the notes, our Senior Secured Notes due 2021 and our senior
unsecured notes and repayment of borrowings under our ABL Credit Agreement will be our available cash on hand or cash generated from our
subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon
the occurrence of a change of control repurchase event because we may not have sufficient financial resources to purchase all of the debt securities
that are tendered upon a change of control repurchase event and repay our other debt that will become due. If we fail to repurchase the notes in that
circumstance, we will be in default under the indenture that will govern the notes. We may require additional financing from third parties to fund
any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be
limited by law. In order to avoid the obligations to repurchase the notes and events of default and potential breaches of our ABL Credit Agreement,
we may have to avoid certain change of control transactions that would otherwise be beneficial to us.

S-9

In addition, certain important corporate events, such as leveraged recapitalizations, may not, under the indenture that will govern the
notes, constitute a change of control repurchase event that would require us to repurchase the notes, even though those corporate events could
increase the level of our debt or otherwise adversely affect our capital structure, credit ratings or the value of the notes. See "Description of the
Notes--Change of Control Offer."
The exercise by the holders of notes of their right to require us to repurchase the notes pursuant to a change of control offer could cause a
default under the agreements governing our other debt, including future agreements, even if the change of control itself does not, due to the
financial effect of such repurchases on us. In the event a change of control offer is required to be made at a time when we are prohibited from
purchasing notes, we could attempt to refinance the borrowings that contain such prohibitions. If we do not obtain a consent or repay those
borrowings, we will remain prohibited from purchasing notes. In that case, our failure to purchase tendered notes would constitute an event of
default under the indenture which could, in turn, constitute a default under our other debt. Finally, our ability to pay cash to the holders of notes
upon a repurchase may be limited by our then existing financial resources.
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