Bond United States Steels 6.65% ( US912909AD03 ) in USD

United States Steels

104.37 % ▼

United States

US912909AD03 ( in USD )

6.65% per year ( payment 2 times a year)

31/05/2037

Prospectus brochure of the bond United States Steel US912909AD03 en USD 6.65%, maturity 31/05/2037

912909AD0

01/06/2026 ( In 114 days )

United States Steel Corporation is an integrated steel producer with operations in North America and across the globe, manufacturing flat-rolled and tubular steel products for various industrial applications.

The Bond issued by United States Steels ( United States ) , in USD, with the ISIN code US912909AD03, pays a coupon of 6.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2037

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424B5 1 a07-1786_3424b5.htm 424B5
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-141080

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee (1)

Senior Notes
$1,100,000,000
$33,770

(1) The filing fee of $33,770 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as

amended. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the $31,544 remaining of the
filing fee previously paid with respect to unsold securities registered pursuant to a Registration Statement on
Form S-3 (No. 333-112257) filed by the United States Steel Corporation on January 27, 2004 is being carried
forward, all of which is offset against the registration fee due for this offering. The balance of $2,226 has been
paid with respect to this offering.
Prospectus Supplement
(To Prospectus dated March 5, 2007)
$300,000,000 5.65% Senior Notes due 2013
$450,000,000 6.05% Senior Notes due 2017
$350,000,000 6.65% Senior Notes due 2037
We are offering $300,000,000 of 5.65% Senior Notes due June 1, 2013 (the "2013 Notes"), $450,000,000 of 6.05% Senior Notes
due June 1, 2017 (the "2017 Notes") and $350,000,000 of 6.65% Senior Notes due June 1, 2037 (the "2037 Notes" and, together
with the 2013 Notes and the 2017 Notes, the "Notes").
The 2013 Notes will bear interest at a rate of 5.65% per year, the 2017 Notes will bear interest at a rate of 6.05% per year, and the
2037 Notes will bear interest at a rate of 6.65% per year. We will pay interest on the notes of each series on June 1 and
December 1 of each year, beginning on December 1, 2007.
We may redeem some or all of each series of the Notes at the redemption price described in this prospectus supplement in
"Description of the notes--Optional redemption." We must redeem all of the 2013 Notes and 2017 Notes under the circumstances
and at the redemption price described in this prospectus supplement following the caption "Description of the notes--Special
mandatory redemption of 2013 Notes and 2017 Notes." Upon the occurrence of a Change of Control Repurchase Event, we will
generally be required to make an offer to repurchase each series of Notes at a price equal to 101% of their aggregate principal
amount plus accrued and unpaid interest to, but not including, the date of repurchase.
The Notes will be our senior and unsecured obligations and will rank equally with all of our other existing and future senior and
unsecured indebtedness.
Investing in the Notes involves risks. See "Risk factors" beginning on page S-7 of this prospectus supplement.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Price

to Public
Underwriting

Discount
Proceeds to Us,

Before Expenses
Per 2013 Notes

99.957%

0.6125%

99.3445%
Total

$ 299,871,000
$ 1,837,500
$
298,033,500
Per 2017 Notes

99.893%

0.650%

99.243%
Total

$ 449,518,500
$ 2,925,000
$
446,593,500
Per 2037 Notes

99.405%

0.875%

98.530%
Total

$ 347,917,500
$ 3,062,500
$
344,855,000

The Notes will not be listed on any securities exchange. Currently there is no public market for the Notes.
We expect to deliver the Notes to investors in registered book-entry form only through the facilities of The Depository Trust
Company on or about May 21, 2007.
Joint Book-Running Managers
JPMorgan
Morgan Stanley

Joint Book-Running Manager for
Joint Book-Running Manager for 2017 Notes and
2013 Notes and 2037 Notes
Co-Manager for 2013 Notes and 2037 Notes

Banc of America Securities LLC
RBS Greenwich Capital

Joint Lead-Manager
Joint Lead-Manager for 2037 Notes

Scotia Capital
PNC Capital Markets LLC

Senior Co-Mangers
ABN AMRO Incorporated
Barclays Capital Inc.

Lehman Brothers
UBS Investment Bank

Co-Managers
Commerzbank Corporates & Markets
Mizuho Securities USA Inc.
NatCity Investments, Inc.

May 16, 2007
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
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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-2

Summary
S-3

Risk factors
S-7

Use of proceeds
S-15

Capitalization
S-16

Description of the notes
S-17

Certain United States federal income tax considerations
S-32

Underwriting
S-35

Legal matters
S-37

Experts
S-37

Prospectus

About this prospectus
1

Where you can find more information
1

Incorporation of certain information by reference
1

Forward-looking statements
2

The company
3

Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock

dividends
3
Use of proceeds
4

Description of the debt securities
4

Description of capital stock
11

Description of depositary shares
16

Description of warrants
19

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Description of convertible or exchangeable securities
20

Description of stock purchase contracts and stock purchase units
20

Plan of distribution
20

Legal matters
22

Experts
22

S-1
About this prospectus supplement
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms
of this offering and certain other matters relating to United States Steel Corporation. The second part, the
accompanying prospectus, gives more general information about securities we may offer from time to time, some of
which do not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts of this
document combined. If the description in the prospectus supplement differs from the description in the
accompanying prospectus, the description in the prospectus supplement supersedes the description in the
accompanying prospectus.
S-2
Summary
The following information supplements, and should be read together with, the information contained or incorporated
by reference in other parts of this prospectus supplement and the accompanying prospectus. This summary highlights
selected information from the prospectus supplement and the accompanying prospectus. As a result, it does not
contain all of the information you should consider before investing in the Notes. You should carefully read this
prospectus supplement and the accompanying prospectus, including the documents incorporated by reference in it,
which are described following the caption "Where You Can Find More Information" 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.
See "Risk factors" in this prospectus supplement and in our annual report on Form 10-K for the year ended
December 31, 2006 for factors that you should consider before investing in the Notes and "Forward-Looking
Statements" in the accompanying prospectus for information relating to statements contained in this prospectus
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supplement that are not historical facts.
The company
U. S. Steel is an integrated steel producer with major production operations in the United States and Central Europe.
We have annual raw steel production capability of 19.4 million net tons in the United States and 7.4 million net tons
in Central Europe. U. S. Steel is also engaged in several other business activities, most of which are related to steel
manufacturing. These activities include the production of coke in both the United States and Central Europe and the
production of iron ore pellets from taconite, transportation services (railroad and barge operations) and real estate
operations in the United States.
Recent developments
On March 29, 2007, U. S. Steel and Lone Star Technologies, Inc. ("Lone Star") announced that they entered into a
definitive agreement under which U. S. Steel would acquire Lone Star for $67.50 per share in cash. Lone Star is a
leading manufacturer of welded oil country tubular goods, and the acquisition is expected to strengthen U. S. Steel's
position as a premier producer of tubular products for the energy sector. The transaction, valued at approximately
$2.1 billion, is expected to close in June 2007, subject to approval of Lone Star's shareholders and the satisfaction of
customary closing conditions.
On May 11, 2007, U. S. Steel entered into a $750 million five-year revolving credit facility (the "Facility"). An
affiliate of J.P. Morgan Securities Inc. is the administrative agent of the Facility. An affiliate of Morgan Stanley &
Co. Incorporated is the co-documentation agent of the Facility. An affiliate of Banc of America Securities LLC is a
syndication agent of the Facility. An affiliate of Greenwich Capital Markets, Inc. is a syndication agent of the
Facility. The Facility replaced the Company's $600 million inventory facility. Upon the closing of the Lone Star
acquisition, the Company expects to enter into a $500 million five-year term loan and, if this offering is not
consummated, a $500 million one-year term loan (collectively, the "Term Loans"). Interest rates and availability fees
vary under a formula tied to U. S. Steel's senior unsecured debt ratings. Both the Facility and the Term Loans have
two financial covenants, an interest coverage test and a debt coverage test, and also have lien limitations, cross
defaults and other customary terms. The Term Loans are intended to finance a portion of the cost of the Lone Star
acquisition. If the Company consummates this offering, the Company will not enter into the $500 million one-year
term loan.
S-3
The offering
The following summary contains basic information about this offering. The summary is not intended to be complete.
You should read the full text and more specific details contained elsewhere in this prospectus supplement. For a more
detailed description of the Notes, see "Description of the notes."
Issuer
United States Steel Corporation

Notes Offered
$300,000,000 aggregate principal amount of 2013 Notes

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$450,000,000 aggregate principal amount of 2017 Notes

$350,000,000 aggregate principal amount of 2037 Notes

Maturity
June 1, 2013 for the 2013 Notes

June 1, 2017 for the 2017 Notes

June 1, 2037 for the 2037 Notes

Interest Rate
The 2013 Notes will bear interest at the rate of 5.65% per year. The 2017 Notes

will bear interest at the rate of 6.05% per year. The 2037 Notes will bear interest at
the rate of 6.65% per year. Interest on the Notes will be paid on June 1 and
December 1of each year. The first interest payment will be December 1, 2007.
Special Mandatory

Redemption of
2013 Notes and
2017 Notes
If the acquisition of Lone Star is not completed on or prior to October 1, 2007 or

the merger agreement is terminated before that date, we must redeem the 2013
Notes and 2017 Notes at a redemption price equal to 101% of the aggregate
principal amount of the 2013 Notes and 2017 Notes, plus accrued and unpaid
interest from the date of initial issuance to but excluding the redemption date. See
"Description of the notes--Special mandatory redemption of 2013 Notes and
2017 Notes."
Optional Redemption
We may redeem either series of the Notes, at any time in whole, or from time to

time in part, at the "make whole" redemption price. See "Description of the notes--
Optional redemption."
Mandatory Offer to

Repurchase
Upon a Change of Control Repurchase Event, we will be required to make an offer

to repurchase all outstanding Notes of such series at a price in cash equal to
101% of the principal amount of the Notes, plus any accrued and unpaid interest
to but not including the repurchase date. See "Description of the notes--
Purchase of notes upon a change of control repurchase event."
S-4

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Ranking

The Notes will be our senior and unsecured obligations and will rank equally with
all of our other existing and future senior and unsecured indebtedness. The Notes
will effectively rank junior to any of our existing and future secured indebtedness
to the extent of the assets securing such indebtedness, and will be structurally
subordinated to any indebtedness and other liabilities of our subsidiaries.
As of March 31, 2007, we had an aggregate of approximately $972 million of

senior indebtedness (including approximately $398 million of senior notes, $458
million of obligations relating to environmental revenue bonds and $116 million of
obligations under capital leases and other debt, excluding intercompany liabilities).

After giving effect to this offering and the use of net proceeds therefrom, we

would have an aggregate of approximately $1,694 million of senior
indebtedness, excluding intercompany liabilities.
U. S. Steel has a $500 million Receivables Purchase Agreement with financial

institutions that expires in September 2009. As of March 31, 2007, U. S. Steel had
more than $500 million of eligible receivables, none of which were sold.
At March 31, 2007, U. S. Steel Kosice, s.r.o. ("USSK") had no borrowings against

its 40 million and 20 million credit facilities (which approximated $80 million,
in aggregate, at March 31, 2007), but had, in aggregate, approximately $5 million
of customs and other guarantees outstanding, reducing the aggregate availability to
approximately $75 million.
At March 31, 2007, U. S. Steel Balkan, d.o.o. ("USSB") had no borrowings against

its 25 million facility (which approximated $33 million at March 31, 2007),
which is secured by its inventory of finished and semi-finished goods.
Covenants
We will issue the Notes under a senior indenture with The Bank of New York, 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
S-5

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· consolidate, merge or transfer all or substantially all of U. S. Steel's assets.
These covenants are subject to important exceptions and qualifications which are

described in "Description of the notes--Covenants."
Additional Notes
The senior indenture governing the Notes will provide for unlimited issuances of

additional Notes of each series. See "Description of the notes--Additional
issuances."
Use of Proceeds
The net proceeds from the sale of the Notes in this offering are estimated to be

approximately $1,089 million, after deducting underwriting discounts and our
expenses. We intend to use a portion of the net proceeds from the Notes to redeem
all of the approximately $378 million aggregate principal amount of outstanding 9¾
% Senior Notes due 2010 (the "9¾% Notes"). If the Lone Star acquisition is
consummated, we intend to use the remaining net proceeds from the Notes,
together with cash on hand, which may include cash generated from the sale of
receivables, and borrowings from the $500 million five-year term loan, to pay the
approximately $2.1 billion purchase price. If the Lone Star acquisition is not
consummated, we intend to use the remaining proceeds, together with cash on
hand, to fund the special mandatory redemption of the 2013 Notes and 2017 Notes.
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-6
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, 2006 as well as the following risks. The following risks are not the only
ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our
business operations or the value of the Notes.
Risks related to an investment in the notes
The Notes are obligations exclusively of U. S. Steel and not of our subsid-iaries, and payment to holders of the
Notes will be structurally subordinated to the claims of our subsidiaries' creditors.
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The Notes are not guaranteed by any of our subsidiaries. As a result, liabilities, including indebtedness or guarantees
of indebtedness, of each of our subsidiaries will rank effectively senior to the indebtedness represented by the Notes,
to the extent of such subsidiary's assets. As of March 31, 2007, excluding intercompany liabilities, our subsidiaries
had no outstanding indebtedness, but had $5 million of customs and other guarantees outstanding. In addition, the
senior 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 will be effectively junior to secured indebtedness that we may issue in the future.
The Notes are unsecured. Holders of our secured debt that we may issue in the future may foreclose on the assets
securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt,
including the Notes. Holders of our secured debt also would have priority over unsecured creditors in the event of our
bankruptcy, liquidation or similar proceeding. As a result, the Notes will be effectively junior to any secured debt
that we may issue in the future.
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 every
event 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, such Notes receive a reduction in
ratings below Investment Grade and the Rating Agencies assigning such ratings expressly link the reductions in
ratings to the Change of Control. As a result, our obligation to repurchase the Notes upon the occurrence of a Change
of Control is limited and may not preserve the value of the Notes in the event of a highly leveraged transaction,
reorganization, merger or similar transaction. If we experience a Change of Control, we may not have sufficient
funds or be permitted under the terms of our debt instruments to repurchase the Notes. See "--'Change of control'
clauses may require us to immediately purchase or repay debt."
There is no public market for the Notes, which could limit their market price or your ability to sell them.
Each series of Notes is a new issue of securities for which there currently is no trading market. As a result, a market
may not develop for any series of Notes and you may not be able to sell your
S-7
Notes. Any Notes that are traded after their initial issuance may trade at a discount from their initial offering price.
Future trading prices of the Notes will depend on many factors, including prevailing interests 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 either series of Notes on any securities exchange or
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automated quotation system. The underwriters have advised us that they currently intend to make a market in the
Notes after the consummation of this offering, as permitted by applicable laws and regulations. However, none of the
underwriters are obligated to do so, and any market making with respect to the Notes may be discontinued at any
time without notice. See "Underwriting."
Risk factors concerning the steel industry
Steel consumption is cyclical and worldwide overcapacity in the steel industry and the availability of alternative
products have resulted in intense competition, which may have an adverse effect on profitability and cash flow.
Steel consumption is highly cyclical and generally follows general economic and industrial conditions both
worldwide and in various smaller geographic areas. The steel industry has historically been characterized by excess
world supply, which has led to substantial price decreases during periods of economic weakness. Future economic
downturns could decrease the demand for our products. Substitute materials are increasingly available for many steel
products, which further reduces demand for steel.
Rapidly growing supply in China and other developing economies, which may increase faster than increases in
demand, may result in additional excess worldwide capacity and falling steel prices.
Over the last several years, steel consumption in China and other developing economies has increased at a rapid pace.
Steel companies have responded by developing plans to rapidly increase steel production capability in these
countries. Steel production, especially in China, has been expanding rapidly and appears to be well in excess of
Chinese demand. China is now the largest worldwide steel producer by a significant margin. Any significant excess
Chinese capacity could have a major impact on world steel trade and prices if this excess production is exported to
other markets.
Increased imports of steel products into the United States could negatively affect domestic steel prices and demand
levels and reduce profitability of domestic producers.
Steel imports to the United States accounted for an estimated 31% of the domestic steel market in 2006, 25% in 2005
and 26% in 2004. Foreign competitors may have lower labor costs, and some are owned, controlled or subsidized by
their governments, which allows their production and pricing decisions to be influenced by political and economic
policy considerations as well as prevailing market conditions. Increases in future levels of imported steel could
reduce future market prices and demand levels for domestic steel. The recent expiration of a number of antidumping
and countervailing duty orders may facilitate additional imports. Several more antidumping and countervailing duty
orders applicable to steel products are currently under review by the relevant government agencies. Expiration of
these orders could result in even greater import levels.
S-8
Increases in prices and limited availability of raw materials and energy may constrain operating levels and reduce
profit margins.
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Document Outline

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