Obligation United States Steel 6.25% ( US912909AN84 ) en USD

United States Steel

103.15 % ⇌

Etas-Unis

US912909AN84 ( en USD )

6.25% par an ( paiement semestriel )

14/03/2026

Prospectus brochure de l'obligation United States Steel US912909AN84 en USD 6.25%, échéance 14/03/2026

2 000 USD

650 000 000 USD

912909AN8

N/A

15/09/2024 ( Dans 117 jours )

L'Obligation émise par United States Steel ( Etas-Unis ) , en USD, avec le code ISIN US912909AN84, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2026

424B2 1 a2234876z424b2.htm 424B2
Use these links to rapidly review the document
Table of contents
TABLE OF CONTENTS
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N um be r 3 3 3 -2 0 9 9 1 4
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
M a x im um
T it le of e a c h Cla ss of
Am ount
Offe ring
Aggre ga t e
Am ount of
Se c urit ie s t o be
t o be
Pric e
Offe ring
Re gist ra t ion
Re gist e re d
Re gist e re d
Pe r U nit

Pric e

Fe e (1 )

6.250% Senior Notes due 2026 $650,000,000
100.0%

$650,000,000
$80,925

(1) The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospe c t us Supple m e nt
(T o Prospe c t us da t e d M a rc h 3 , 2 0 1 6 )
$650,000,000
6.250% Senior Notes due 2026
We are offering $650 million aggregate principal amount of 6.250% Senior Notes due 2026 (the "notes"). We will pay interest on the notes on March 15 and
September 15 of each year, beginning September 15, 2018. The notes will mature on March 15, 2026.
We may redeem some or all of the notes on or after March 15, 2021 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 March 15, 2021, 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 March 15, 2021, 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 New ABL Credit Agreement (as defined
herein). The notes will be structurally subordinated to all liabilities of our subsidiaries.
Y ou should re a d t his prospe c t us supple m e nt , t oge t he r w it h t he a c c om pa nying prospe c t us, c a re fully be fore you inve st in t he
not e s. Se e "Risk fa c t ors" be ginning on pa ge S-6 of t his prospe c t us supple m e nt a nd pa ge 4 of t he a c c om pa nying prospe c t us for a
disc ussion of c e rt a in risk s t ha t you should c onside r in c onne c t ion w it h a n inve st m e nt in t he not e s.
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.
?
?
? ?
?
?

Pe r not e

T ot a l

?
?
? ?
? ?
Public offering price(1)

100.00%
$650,000,000
Underwriting discount

1.50%
$9,750,000
Proceeds, before expenses, to us(1)

98.50%
$640,250,000
?
?
? ?
? ?
(1) Plus accrued interest from March 15, 2018, if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
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 15, 2018.
Joint Book-Running Managers
J .P. M orga n
BofA M e rrill Lync h
Ba rc la ys

We lls Fa rgo Se c urit ie s
Cre dit Suisse
Cit igroup

Goldm a n Sa c hs & Co. LLC
M orga n St a nle y
Senior Co-Managers
SunT rust Robinson H um phre y

Cit ize ns Ca pit a l M a rk e t s

PN C Ca pit a l M a rk e t s
Co-Managers
BM O Ca pit a l M a rk e t s

COM M ERZ BAN K
I N G
BN Y M e llon Ca pit a l M a rk e t s, LLC

H unt ingt on Ca pit a l M a rk e t s

The date of this prospectus supplement is March 13, 2018.
Table of Contents
I n m a k ing your inve st m e nt de c ision, you should re ly only on t he inform a t ion c ont a ine d or inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us. We ha ve not , a nd t he unde rw rit e rs
ha ve not , a ut horize d a nyone t o provide you w it h a ddit iona l or diffe re nt inform a t ion. I f a nyone provide s you w it h
diffe re nt or inc onsist e nt inform a t ion, you should not re ly on it . We a re not m a k ing a n offe r of t he se se c urit ie s in
a ny jurisdic t ion w he re t he offe r is not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in or
inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is a c c ura t e a s of a ny
t im e subse que nt t o t he da t e of suc h inform a t ion.
T a ble of c ont e nt s
Prospe c t us supple m e nt

Pa ge
About this prospectus supplement

S-i
Summary

S-1
Risk factors

S-6
Use of proceeds

S-13
Ratio of earnings to fixed charges

S-14
Capitalization

S-15
Description of other indebtedness

S-17
Description of the notes

S-24
Certain U.S. federal income tax considerations

S-40
Certain ERISA considerations

S-45
Underwriting

S-48
Legal matters

S-53
Experts

S-53
Prospe c t us

About this prospectus

1
Where you can find more information

1
Incorporation of certain information by reference

2
Forward-looking statements

2
The company

3
Risk factors

4
Ratio of earnings to fixed charges

4
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

Use of proceeds

5
Description of the debt securities

5
Description of capital stock

12
Description of other securities

14
Selling security holders

14
Plan of distribution

14
Legal matters

15
Experts

15
Table of Contents
About t his prospe c t us supple m e nt
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."
Whe re you c a n find m ore inform a t ion
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.
I nc orpora t ion of c e rt a in inform a t ion by re fe re nc e
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
S-i
Table of Contents
been furnished and not filed in accordance with the SEC rules). These documents contain important information about us.
·
Annual Report on Form 10-K for the year ended December 31, 2017;
·
Current Reports on Form 8-K filed on March 2, 2018, March 5, 2018 and March 13, 2018; and
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

·
Definitive Proxy Statement on Schedule 14A filed on March 9, 2018 (solely to the extent specifically incorporated by reference
into our Annual Report on Form 10-K for the year ended December 31, 2017).
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.
Forw a rd-look ing st a t e m e nt s
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, 2017 and those described
from time to time in our future reports filed with the SEC.
S-ii
Table of Contents
Sum m a ry
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, 2017 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.
T he Com pa ny
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

U. S. Steel is an integrated steel producer of flat-rolled and tubular products with major production operations in the United States 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). U. S. Steel
supplies customers throughout the world primarily in the automotive, consumer, industrial and oil country tubular goods markets.
According to World Steel Association's latest published statistics, in 2016 U. S. Steel was the third largest steel producer in the United
States and the twenty-fourth largest steel producer in the world. 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 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 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
Table of Contents
Re c e nt de ve lopm e nt s
Refinancing our existing ABL Credit Agreement
On February 26, 2018 we entered into a new five year credit agreement (the "New ABL Credit Agreement"), which replaced our third
amended and restated credit agreement dated as of July 27, 2015 (as amended, the "Prior ABL Credit Agreement").
Our New ABL Credit Agreement provides for availability of up to the lesser of a borrowing base and approximately $1.5 billion, less the
amount of any borrowings outstanding under our New ABL Credit Agreement, and provides for the ability to increase the borrowing
capacity thereunder by up to $500 million, subject to certain conditions including lenders agreeing to provide any such increase. Certain
of our direct and indirect domestic subsidiaries guarantee our New ABL Credit Agreement, and borrowings under our New ABL Credit
Agreement are secured by first-priority liens on certain inventory and trade accounts receivable of U. S. Steel and the guarantors. Our
New ABL Credit Agreement includes other terms and conditions that are similar to those of our Prior ABL Credit Agreement. For further
information related to the New ABL Credit Agreement, see "Description of other indebtedness."
Granite City Works
On March 7, 2018, the Company announced it will restart one of two blast furnaces ("B" blast furnace) and the steelmaking facilities at
Granite City Works, an integrated steelmaking plant in Granite City, Illinois. The additional capacity will support anticipated increased
demand for steel in the United States due to the recent order signed by President Donald J. Trump, which imposes a 25% tariff on
steel imports from certain countries as a result of the U.S. Department of Commerce Section 232 national security investigation on steel
imports. The restart process could take up to four months.
Tender offer for our 8.375% Senior Secured Notes due 2021
On the date of this prospectus supplement, we announced the commencement by us of an offer (the "Tender Offer") to purchase for
cash any and all of our outstanding 8.375% Senior Secured Notes due 2021 at a purchase price of $1,078.46 (per $1,000 principal
amount). The Tender Offer is expected to expire at 5:00 p.m., New York City time, on March 19, 2018, unless further extended, and to
close on March 20, 2018, except to the extent that the notes are tendered by guaranteed delivery. The completion of the Tender Offer
will be contingent upon the completion of the offering of the notes, among other conditions.
In addition, we intend to send a notice of redemption to the registered holders of our 8.375% Senior Secured Notes due 2021 to call for
redemption on April 12, 2018 all of such notes that are not validly tendered and accepted for purchase in the Tender Offer at a
redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date, plus
a "make whole" premium (the "Redemption"). The Redemption is conditioned upon completion of this offering. The information in this
prospectus supplement assumes that all of our outstanding 8.375% Senior Secured Notes due 2021 are purchased in the Tender Offer.
This prospectus supplement does not constitute an offer to purchase any of our 8.375% Senior Secured Notes due 2021. Any such
offer will be made exclusively pursuant to the terms of, and subject to the conditions set forth in, the offer to purchase for the Tender
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

Offer.
S-2
Table of Contents
T he offe ring
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.
I ssue r
United States Steel Corporation
N ot e s offe re d
$650 million aggregate principal amount of the notes
M a t urit y
March 15, 2026
I nt e re st ra t e
The notes will bear interest at 6.250% per annum. All interest on the
notes will accrue from March 15, 2018.
I nt e re st pa ym e nt da t e s
Interest is payable on the notes on March 15 and September 15 of
each year, beginning on September 15, 2018.
M a nda t ory offe r t o re purc ha se 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.
Opt iona l re de m pt ion
On or after March 15, 2021, 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, 2021 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, 2021 and all
required interest payments due on such notes through March 15,
2021, 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.
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

S-3
Table of Contents

At any time prior to March 15, 2021, 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
106.25% of the principal amount of the notes, together with accrued
and unpaid interest, if any, to, but excluding, the date of redemption.
Ra nk ing
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 New ABL Credit
Agreement. The notes will be structurally subordinated to all liabilities
of our subsidiaries.

As of December 31, 2017, after giving effect to the New ABL Credit
Agreement, this offering and our use of the net proceeds therefrom
as described under "Use of proceeds":

· we would have had approximately $2,574 million of total
indebtedness (including the notes);

· our availability under the USSK Credit Facilities (as defined herein)
would have been approximately 248 million (or approximately
$297 million), after giving effect to approximately $3 million of
outstanding customs and other guarantees, and our availability
under our New ABL Credit Agreement would have been
approximately $1,500 million. Our borrowing capacity under our
New ABL Credit Agreement may be increased by up to
$500 million, subject to certain conditions; and

· our subsidiaries would have had approximately $2,120 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.
Cove na nt s
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;
S-4
Table of Contents
· engage in sale leaseback transactions with respect to any Principal
Property; and
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

· 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."

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.
Addit iona l not e s
The senior indenture governing the notes will provide for unlimited
issuances of additional notes. See "Description of the notes--
Additional issuances."
Book -e nt ry 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.
U se of proc e e ds
The net proceeds from the sale of the notes in this offering are
estimated to be approximately $639 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,
to fund the repurchase of our 8.375% Senior Secured Notes due
2021 in the Tender Offer or the Redemption and the payment of
related fees and expenses. See "Use of proceeds."
Risk fa c t ors
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-5
Table of Contents
Risk fa c t ors
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, 2017, 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.
Risk s re la t e d t o a n inve st m e nt in t he not e s
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 December 31, 2017, after giving effect to our
New ABL Credit Agreement, this offering and our use of the net proceeds therefrom, our total debt would have been approximately
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

$2,574 million, and we would have had $1,500 million of availability under our New ABL Credit Agreement and 248 million (or
approximately $297 million) of availability under the USSK Credit Facilities (after giving effect to approximately $3 million of outstanding
customs and other guarantees).
Subject to the limits contained in our New ABL Credit Agreement, 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 New 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.
S-6
Table of Contents
In addition, the indenture that will govern the notes, our New ABL Credit 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.
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 New ABL Credit Agreement and USSK Credit Facilities restrict our ability
to dispose of assets 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
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

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.
S-7
Table of Contents
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 New 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.
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.
The terms of our New ABL Credit Agreement, the indentures governing 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 New ABL Credit Agreement, the indentures governing 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.
S-8
Table of Contents
https://www.sec.gov/Archives/edgar/data/1163302/000104746918001646/a2234876z424b2.htm[3/14/2018 5:10:32 PM]

Document Outline

#1">
- #1">