United States Steel Corporation Announces Proposed Senior Convertible Notes And Senior Notes Offerings

PITTSBURGH, March 20, 2013 /PRNewswire/ -- United States Steel Corporation (NYSE: X) today announced its intention to offer, subject to market and other conditions, $250 million aggregate principal amount of senior convertible notes due 2019 and $250 million aggregate principal amount of senior notes due 2021 in concurrent registered public offerings.  The Company also expects to grant the underwriters a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of senior convertible notes, solely to cover over-allotments, if any.  Neither the completion of the senior convertible notes offering nor the senior notes offering will be contingent on the completion of the other.

The Company intends to use the net proceeds from the offerings for repurchases or repayment of indebtedness, focusing on near-term maturities, and any remaining proceeds for general corporate purposes.

The convertible notes will mature on April 1, 2019.  Prior to October 1, 2018, the convertible notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day preceding the maturity date.  Upon conversion, U. S. Steel will pay or deliver cash, shares of U. S. Steel common stock or a combination of cash and shares of U. S. Steel common stock, at its election.

J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC are the joint book-runners for these offerings.

The offerings will be made pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission on February 15, 2013. Copies of the preliminary prospectus supplements and accompanying prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, may be obtained from: J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at (866) 803-9204; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847 or email: [email protected]; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, facsimile: (212) 902-9316 or e-mail: [email protected]; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, Second Floor, New York, NY 10014, or by telephone at (866) 718-1649 or email: [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Cautionary Statement

This release contains forward-looking statements with respect to market conditions and proposed offerings. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, cautionary statements identifying important factors, but not necessarily all factors, that could cause actual results to differ materially from those set forth in the forward-looking statements have been included in the prospectuses for these offerings, the Form 10-K of U. S. Steel for the year ended December 31, 2012, and in subsequent filings for U. S. Steel.

For more information on United States Steel visit www.ussteel.com

SOURCE United States Steel Corporation

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