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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on February 15, 2019

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



United States Steel Corporation
(Exact name of registrant as specified in its charter)



DELAWARE
(State or other jurisdiction of
incorporation or organization)
  25-1897152
(I.R.S. Employer
Identification No.)

600 Grant Street
Pittsburgh, Pennsylvania 15219-2800
(412) 433-1121
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Duane D. Holloway
Senior Vice President, General Counsel, Chief Ethics & Compliance Officer and Corporate Secretary
600 Grant Street
Pittsburgh, Pennsylvania 15219-2800
(412) 433-1121
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

         If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ý

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

         If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

         If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price per
Unit(1)

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee

 

Common Stock, par value $1.00 per share

  2,866,273   $22.08   $63,287,308   $7,671

 

(1)
Calculated pursuant to Rule 457(c) of the Securities Act of 1933 based on the average of the high and low prices of the common stock reported on the New York Stock Exchange on February 8, 2019.

   


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Prospectus

LOGO

UNITED STATES STEEL CORPORATION

Dividend Reinvestment and
Stock Purchase Plan

2,866,273 Shares of Common Stock

Our Common Stock is traded on the
New York Stock Exchange under the symbol "X."

Our principal executive offices are located at
600 Grant Street, Pittsburgh, Pennsylvania 15219-2800.

Our telephone number is (412) 433-1121.

Investing in our Common Stock involves risks.
See "Risk Factors" on page 3.

The price you pay for all Shares of Common Stock
will be based upon the price of the stock in the market.

On February 14, 2019, the closing price of our
Common Stock was $22.65 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 15, 2019.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR INFORMATION THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY ADDITIONAL OR DIFFERENT INFORMATION.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES, NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.

NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.


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LOGO

Dividend Reinvestment and Stock Purchase Plan
2,866,273 Shares of Common Stock

        United States Steel Corporation ("U. S. Steel") is pleased to send you this prospectus describing the United States Steel Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The Plan provides a simple and convenient method to purchase additional shares of U. S. Steel common stock, par value $1.00 per share (our "Common Stock") and to have cash dividends automatically reinvested.

IF YOU ARE ALREADY PARTICIPATING IN THE PLAN, NO ACTION IS REQUIRED.

        As described in more detail in this prospectus, the Plan offers several benefits to its participants ("participants," "you," or "your"), including:

        Your participation is entirely voluntary and you may terminate your participation at any time. Once you are enrolled in the Plan, your enrollment will be continued unless you notify the Plan Administrator otherwise. If you wish to join the Plan, see the "Description of the Plan" section. You can change your investment option or participation in the Plan at any time online at shareowneronline.com, by telephone or by notifying the Plan Administrator directly.

        The Plan Administrator ("Plan Administrator") is currently Equiniti Trust Company d/b/a EQ Shareowner Services. The Plan Administrator administers the Plan, keeps records, sends statements of Plan accounts to you and performs other duties related to the Plan. U. S. Steel may appoint a different administrator for the Plan at any time. All open market purchases are made through a broker.

        All shares included in the Plan will be held by the Plan Administrator in its name, or its nominee, as agent.

        Our Common Stock is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "X." On February 14, 2019, the closing price of our Common Stock was $22.65. Shares of Common Stock offered under the Plan to persons or entities who are not current stockholders of U. S. Steel are offered through a registered broker.

        U. S. Steel, as the Issuer, will make determinations from time to time respecting the following:


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        Please read this prospectus carefully and keep it for future reference. If you have any questions about the Plan, please contact the Plan Administrator for U. S. Steel.


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ABOUT THIS PROSPECTUS

    1  

WHERE YOU CAN FIND MORE INFORMATION

   
1
 

INCORPORATION BY REFERENCE

   
1
 

FORWARD-LOOKING STATEMENTS

   
2
 

OUR COMPANY

   
3
 

RISK FACTORS

   
3
 

DESCRIPTION OF THE PLAN

   
3
 

Purpose

   
3
 

Features

   
3
 

Administration

   
4
 

Participation

   
5
 

Investment Options

   
6
 

Purchases

   
7
 

Selling Shares

   
9
 

Optional Mail Loss Insurance

   
11
 

Miscellaneous

   
12
 

Withdrawal

   
13
 

Other Information

   
13
 

INVESTMENT SUMMARY AND PLAN SERVICE FEES

   
14
 

U. S. FEDERAL INCOME TAX INFORMATION

   
18
 

Dividend Income

   
18
 

Gains and Losses From the Sale of Shares

   
18
 

PLAN OF DISTRIBUTION

   
19
 

USE OF PROCEEDS

   
19
 

LEGAL MATTERS

   
19
 

EXPERTS

   
19
 

        You should rely only on the information contained or incorporated by reference in this prospectus or any free writing prospectus filed by us with the Securities and Exchange Commission ("SEC"). We have not authorized any other person to provide you with different information with respect to this offering of Common Stock. You should only assume that the information in this prospectus is accurate as of the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. This document may only be used where it is legal to sell Common Stock. We are not making an offer of Common Stock in any state where the offer is not permitted.


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ABOUT THIS PROSPECTUS

        This document is called a prospectus and is part of a registration statement on Form S-3 that we filed with the SEC relating to the Common Stock we are selling as part of the Plan and about the Plan itself. The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us, the Plan, and the Common Stock offered. Statements contained or incorporated by reference in this prospectus as to the contents of any contract or other documents are not necessarily complete. If the SEC's rules and regulations require that a contract or document be filed as an exhibit to the registration statement, we refer you to the copy of the contract or document filed as an exhibit for a complete description.

        You should rely only on the information contained in this prospectus or incorporated by reference. We have not authorized anyone to provide you with different information or to make any representation not contained in this prospectus. If you receive any other information or representations you should not rely on it. This prospectus does not constitute an offer by the Company to sell these securities, or a solicitation of an offer to buy these securities, in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the respective dates that are specified in those documents. Our business, financial condition, results of operations and prospects may have changed since those respective dates. The delivery of this prospectus at any time does not imply that the information herein is correct as of any time subsequent to its date.

        The information found on, or otherwise accessible through any website referenced in this prospectus is not incorporated into, and does not form a part of, this prospectus.

        Unless otherwise indicated or the context otherwise requires, references in this prospectus to "U. S. Steel," "the Company," "we," "us," and "our" refer United States Steel Corporation and its direct and indirect subsidiaries and references to "Common Stock" or "shares" refer to our common stock, par value $1.00 per share.


WHERE YOU CAN FIND MORE INFORMATION

        U. S. Steel files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at www.sec.gov.

        Our filings are also available on our website at www.ussteel.com, as soon as administratively possible after we submit such material to the SEC. Please note, however, that we have not incorporated any other information by reference from our website, other than the documents listed below under the heading "Incorporation by Reference."


INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" into this prospectus 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, and later information that we file with the SEC will update and supersede this information. We incorporate by reference the following documents and any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the termination of the offering:

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        Any statement contained in a document incorporated by reference to this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded.

        U. S. STEEL WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED A COPY OF ANY OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING THE EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS).

        You may request a copy of these filings, at no cost, by telephoning or writing us at the following address:

United States Steel Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-2800
(412) 433-1121


FORWARD-LOOKING STATEMENTS

        This prospectus and the information incorporated by reference in it contains information that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. 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 the Company's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. It is possible that the Company's 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. Our Company undertakes 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 Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in this report and in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

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OUR 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). U. S. Steel is also engaged in other business activities consisting primarily of railroad services and real estate operations.

        U. S. Steel's principal executive offices are located at 600 Grant Street, Pittsburgh, Pennsylvania 15219-2800, and its telephone number is (412) 433-1121. For more information about U. S. Steel, see "Where You Can Find More Information."


RISK FACTORS

        Investing in our Common Stock involves risks. See the risk factors described in our Annual Report on Form 10-K for our most recent fiscal year, which is incorporated by reference in this prospectus. Also, these risk factors are updated from time to time in our Quarterly Reports on Form 10-Q. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. These risks could materially affect our business, results of operations or financial condition and cause the value of our Common Stock to decline. You could lose all or part of your investment.


DESCRIPTION OF THE PLAN

        The following describes and constitutes the Plan, as in effect on the date of this prospectus.

Purpose

        The purpose of the Plan is to provide our stockholders with a convenient and economical method to automatically reinvest their cash dividends in shares of our Common Stock without paying transaction or processing fees and to make optional cash payments to purchase additional shares of our Common Stock. The Plan is intended to benefit long-term investors who want to increase their investment in our Common Stock.

        We will receive no proceeds when we use Common Stock purchased on the open market for the Plan. When we use original issue Common Stock or treasury stock for the Plan, we will use the proceeds for general corporate purposes.

Features

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Administration

        Equiniti Trust Company d/b/a EQ Shareowner Services ("EQ"), is the Plan Administrator and administers the Plan as agent for the participating stockholders, keeps records, sends statements of account to participants and performs other duties relating to the Plan. Common Stock purchased under the Plan will be registered in the name of EQ Shareowner Services, as Plan Administrator, or nominee as agent for participants in the Plan. EQ Shareowner Services is the transfer agent and registrar for the Common Stock.

        Any correspondence regarding the Plan should be directed to the Plan Administrator through one of the below methods:

Internet

  1.   Go to shareowneronline.com

 

2.

 

Select Sign Up Now!

 

3.

 

Enter your Authentication ID* and Account Number

Email

        Go to shareowneronline.com and select Contact Us.

Telephone

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Written correspondence and deposit of certificated shares*:

  EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100
   

ADDITIONAL INFORMATION

U. S. Steel makes only limited determinations in connection with the Plan. If you need to contact U. S. Steel, please send an email to: shareholderservices@uss.com.

Participation

        Any person or entity is eligible to participate in the Plan. If you live outside the United States, you should make sure that participation would not violate any laws or regulations in the country in which you reside.

        However, we reserve the right to deny, modify, suspend or terminate participation by any person or entity in our sole discretion.

        If you live outside of the U. S., you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan. U. S. Steel reserves the right to terminate participation of any stockholder if it deems it advisable under any foreign laws or regulations.

        Enrollment Process.    You may enroll online at shareowneronline.com or by sending a completed Account Authorization Card to the Plan Administrator. Account Authorization Cards may be obtained by calling or writing to the Plan Administrator.

        If you do not own any U. S. Steel Common Stock.    You can purchase shares through a broker and follow the instructions below under "If you own U. S. Steel Common Stock through a broker."

        If you own U. S. Steel Common Stock in your name.    You can join the Plan by returning a completed Account Authorization Card.

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        If you own U. S. Steel Common Stock through a broker.    You can direct your broker, bank, or trustee to register some or all of your U. S. Steel Common Stock directly in your name. You can then join the Plan by returning a completed Account Authorization Card.

Investment Options

        The Account Authorization Card provides options for stockholders to participate in the Plan. As a participant in the Plan, you may elect to reinvest all or part of the dividends from your Common Stock for the purchase of additional shares. You must select one of the dividend options on the Account Authorization Card. If you complete and return an Account Authorization Card without selecting a dividend option, your dividends will automatically be fully reinvested to purchase additional shares. Reinvestment or payment of your dividends will be subject to any applicable U. S. withholding taxes.

        Automatic Reinvestment of Dividends.    When you enroll in the Plan, YOU MUST CHOOSE ONE OF THE FOLLOWING:

        Regardless of your dividend reinvestment election, you may also purchase additional shares through the Plan by making optional cash investments.

        You can have your cash dividends deposited directly into your bank account instead of receiving a check by mail. Just complete the appropriate sections of the Direct Deposit of Dividends Authorization Card, which may be obtained by writing or calling the Plan Administrator.

        You can change your dividend reinvestment election at any time online at shareowneronline.com, or by notifying the Plan Administrator directly by telephone or mail.

        The Plan Administrator will invest U. S. Steel dividend funds as soon as administratively possible and no later than 30 trading days, following the dividend payable date.

        The declaration of dividends on U. S. Steel Common Stock is at the discretion of U. S. Steel's board of directors and will be declared and paid after consideration of various factors, including, without limitation, the earnings and financial condition of U. S. Steel. The board of directors of U. S. Steel has the right to change the amount of dividends at any time.

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        Yes. Participants must maintain a balance of at least one share to keep their Plan account open. The Plan Administrator reserves the right to sell, without prior notification, all partial shares in an account in which the share balance fails to meet the one-share minimum requirement after the applicable period of participation in the Plan.

Purchases

        Source of Shares.    Stock needed to meet the requirements of the Plan will either be purchased in the open market or issued directly by U. S. Steel, at U. S. Steel's sole discretion.

        Price of Shares Purchased In the Open Market.    If the shares are purchased in the open market, your price per share will be the weighted average price of the shares purchased on that day, or those days.

        With respect to open market purchases, the Plan Administrator will facilitate the purchase of shares for the Plan on any securities exchange where U. S. Steel Common Stock is traded, in the over-the-counter market or in privately negotiated transactions. Neither U. S. Steel nor any participant has any authority or power to direct the time or the price at which any market purchase is completed or as to the selection of a broker or dealer through or from whom such purchases are to be made. The funds of participants may be pooled by the Plan Administrator for the purpose of purchasing shares.

        Trading fees paid by U. S. Steel and not charged to you will be reported to you as taxable income on Form 1099-DIV. All computations of shares are calculated to three decimals and fractional shares are credited to your Plan account.

        Price of Shares Purchased from U. S. Steel.    If the shares are purchased from U. S. Steel, your price per share (the "Purchase Price") will be the average of the daily high and low sale prices on the New York Stock Exchange Composite Index (the "NYSE Composite") as reported by Bloomberg LP, or such other source as U. S. Steel shall determine from time to time, on the Investment Date. If there is no trading of U. S. Steel Common Stock on the NYSE on the day the price per share is to be determined, the Purchase Price will be determined by U. S. Steel on the basis of such market quotations as it considers appropriate.

        Because the method for purchasing shares may periodically change between the above options, there can be no assurance that the method for determining your price per share will not change. To obtain the current method, please follow the instructions under "Additional Information" above.

        Investment Methods.    Optional cash investments will be invested weekly, and no later than 35 trading days following receipt, except where postponement is necessary to comply with Regulation M under the Securities Exchange Act of 1934 or other applicable provisions of securities law. In making purchases for the participant's account, the Plan Administrator may commingle the participant's funds with those of other participants of the Plan. Purchases may be subject to certain fees and conditions.

        By Check.    To make an investment by mail, payments must be in U. S. dollars and drawn on a U. S. or Canadian financial institution. Cash, money orders, traveler's checks or third party checks are not accepted.

        By Automatic Withdrawal from Your Bank Account.    You may setup a one-time, semi-monthly automatic withdrawal from a designated bank account. The request may be submitted online, by telephone or by sending an Account Authorization Card by mail. Requests are processed and become

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effective as promptly as administratively possible. Once the automatic withdrawal is initiated, funds will be debited from the participant's designated bank account on or about the 5th and/or the 19th of each month and will be invested in U. S. Steel Common Stock on the next Investment Date. Changes or a discontinuation of automatic withdrawals can be made online at shareowneronline.com, by telephone or by using the Transaction Request Form attached to the participant's statement. To be effective with respect to a particular Investment Date, a change request must be received by the Plan Administrator at least 15 trading days prior to the Investment Date.

        Except for dividend reinvestments, which begin on the quarterly dividend payment date, investments are generally made within five (5) trading days from receipt of your investment amount (the "Investment Date"). Funds received by 5:00 p.m. Central Time on or before the business day prior to the relevant Investment Date will be invested on that Investment Date.

        The Plan Administrator will use reinvested dividends and optional cash investments to purchase shares of our Common Stock. Purchases may be made over a number of days to meet the requirements of the Plan.

        Shares purchased under the Plan may, IN THE SOLE DISCRETION OF U. S. STEEL, be subject to a discount from 0 to 3% ("Discount"). The Discount will be established in U. S. Steel's sole discretion after a review of current market conditions, the level of participation and current and projected capital needs. The Discount will apply to optional cash investments and the reinvestment of dividends. The Discount will be subtracted from the Purchase Price.

        Stock required to meet the requirements of the Plan when a Discount is in effect will be issued directly by U. S. Steel. Notice will be given to participants or a public announcement will be made upon the implementation or discontinuance of any Discount. To obtain the current Discount, please follow the instructions under "Additional Information" above.

        13.   How will U. S. Steel determine whether shares purchased under the Plan will be purchased directly from U. S. Steel from authorized but unissued shares or purchased in the open market or privately negotiated transactions?

        U. S. Steel decides whether purchases are to be made in the open market or from U. S. Steel. The Plan Administrator engages a broker, dealer or other agent for purposes of making open market purchases. Neither U. S. Steel, nor any participant in the Plan has the authority or power to control either the timing or pricing of shares purchased in the open market.

        If you send in an optional cash investment, it is possible that the market price of U. S. Steel Common Stock could go up or down before your funds are used to purchase stock. Further, U. S. Steel may change the method of stock purchase (purchase in the open market or from U. S. Steel) at any time after the three month period following the last such change. THIS MEANS, YOU WILL NOT BE ABLE TO PRECISELY TIME YOUR PURCHASES THROUGH THE PLAN AND WILL BEAR THE MARKET RISK ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF U. S. STEEL COMMON STOCK.

        IN ADDITION, NO INTEREST WILL BE PAID ON OPTIONAL CASH INVESTMENTS HELD PENDING INVESTMENT. During the period that an optional cash investment is pending, the collected funds in the possession of the Plan Administrator may be invested in certain "permitted investments." For purposes of the Plan, permitted investments shall mean the Plan Administrator may hold the funds uninvested or invested in select Wells Fargo deposit products. The risk of any loss for such permitted investments shall be the responsibility of the Plan Administrator. Investment income from permitted investments shall be retained by the Plan Administrator.

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Selling Shares

        Sales are usually made through a broker, who will receive brokerage commissions. Typically, the shares are sold through the exchange on which the Common Stock of U. S. Steel are traded. Depending on the number of U. S. Steel shares to be sold and current trading volume, sale transactions may be completed in multiple transactions and over the course of more than one day. All sales are subject to market conditions, system availability, restrictions and other factors. The actual sale date, time or price received for any shares sold through the Plan cannot be guaranteed.

        You may instruct the Plan Administrator to sell shares under the Plan through a Batch Order, Market Order, Day Limit Order, Good-'Til-Date/Canceled Limit Order or Stop Order.

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        Sales proceeds will be net of any fees to be paid by the participant. The Plan Administrator will deduct any fees or applicable tax withholding from the sale proceeds. Sales processed on accounts without a valid Form W-9 for U. S. citizens or Form W-8BEN for non-U. S. citizens will be subject to U.S. federal backup withholding. This tax can be avoided by furnishing the appropriate and valid form prior to the sale. Forms are available online at shareowneronline.com.

        A check for the proceeds of the sale of shares (in U. S. dollars), less applicable taxes and fees, will generally be mailed as soon as administratively possible after settlement date. If a participant submits a request to sell all or part of the Plan shares, and the participant requests net proceeds to be automatically deposited to a checking or savings account, the participant must provide a voided blank check for a checking account or blank savings deposit slip for a savings account. If the participant is unable to provide a voided check or deposit slip, the participant's written request must have the participant's signature(s) medallion guaranteed by an eligible financial institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation will not be processed and a check for the net proceeds will be issued.

        To sell shares through a broker of your choice, you may request that the broker transfer shares electronically from your Plan account to your brokerage account. Alternatively, a stock certificate can be requested that you can deliver to your broker.

        U. S. Steel's share price may fluctuate between the time the sale request is received and the time the sale is completed on the open market. The Plan Administrator shall not be liable for any claim arising out of failure to sell on a certain date or at a specific price. Neither the Plan Administrator nor any of its affiliates will provide any investment recommendations or investment advice with respect to transactions made through the Plan. This risk should be evaluated by the participant and is a risk that is borne solely by the participant.

        Our Insider Trading Policy provides that the participant may not trade in U. S. Steel's Common Stock if in possession of material, non-public information about the company. Share sales by employees, affiliates and Section 16 officers must be made in compliance with our Insider Trading Policy.

        Certificate(s) will be issued to a participant for U. S. Steel Common Stock in the participant's account upon written request to the Plan Administrator. No certificate for a fractional share will be issued.

        You may have a certificate issued for whole shares without removing those shares from Plan participation. Dividends for your certificated shares and any remaining shares in your Plan account will continue to be reinvested in U. S. Steel Common Stock unless the Plan Administrator is specifically advised to discontinue reinvestment.

        If you wish to withdraw from the Plan at any time, a physical certificate may be issued to you upon written request for all whole shares held in your Plan account by the Plan Administrator. Any fractional shares in the account will be sold and a check for the proceeds (less applicable fees) will be issued and mailed to you. Your Plan account will be closed.

        Certificates will be issued in the name(s) under which the Plan account is registered, unless otherwise instructed. If the certificate is to be issued in a name other than your Plan account registration name, the signature on the instructions or Stock Power Form authorizing the issuance must be guaranteed by a financial institution participating in the Medallion Guarantee Program, as described under "Can I transfer, gift, or pledge my shares?" below. You will receive your certificate as soon as administratively possible following the date the Plan Administrator receives your request.

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        You may elect to deposit physical U. S. Steel Common Stock certificate(s) for safekeeping, by sending the certificate(s) to the Plan Administrator together with instructions to deposit the certificate(s). The certificate(s) will show as surrendered with the corresponding credit to Plan shares. The transaction will appear on your Plan account statement, and shares will be held by the Plan Administrator in its name or nominee name. These shares will be held until you sell, withdraw or terminate participation in the Plan. Because you bear the risk of loss in sending stock certificate(s), it is recommended that you send them registered, insured for at least 4% of the current market value and request a return receipt.

Optional Mail Loss Insurance

        The participant is advised that choosing registered, express or certified mail alone will not provide full protection, should the certificates become lost or stolen. Mail loss insurance provides the coverage needed to replace and reissue the shares should they become lost or stolen through the mail. As the Plan Administrator, we can provide low-cost loss insurance for certificates being returned for conversion to book-entry form. Replacement transaction fees may also apply.

        To take advantage of the optional mail loss insurance, simply include a check in the amount of $10.00, made payable to "EQ Surety Program", along with the certificates and instructions. Choose an accountable mail delivery service such as Federal Express, United Parcel Service, DHL, Express Mail, Purolator, TNT, or United States Postal Service Registered Mail. Any one shipping package may not contain certificates exceeding a total value of $100,000. The value of certificate shares is based on the closing market price of the Common Stock on the trading day prior to the documented mail date.

        Claims related to lost certificates under this service must be made within 60 days of the documented delivery service mail date. A copy of the certificate(s) mailed, along with proof that it was sent by trackable mail should be submitted with the claim. This is specific coverage for the purpose of converting shares to book-entry form and the surety is not intended to cover certificates being tendered for certificate breakdown or exchange for other certificates.

        YOU CAN TRANSFER OR GIFT SHARES OF U. S. STEEL COMMON STOCK TO ANYONE YOU CHOOSE BY:

        You may transfer or gift shares to new or existing stockholders. The Plan Administrator will automatically assign to such transferred shares full dividend reinvestment status. New participants and existing participants, at their discretion, may elect another investment option online at shareowneronline.com, by telephone or by sending a new Authorization Card by mail to the Plan Administrator. If a participant's request to transfer all Plan shares in an account is received between a dividend record date and payable date, the request will be processed. However, on the payable date, any additional shares from a dividend reinvestment will be added to the account and the participant will need to submit a written request if they wish to transfer the additional shares.

        To transfer or gift shares, you must have your signature guaranteed by a financial institution participating in the Medallion Guarantee Program (generally a broker or a bank). The Medallion Guarantee Program ensures that the individual signing the certificate or stock power is in fact the registered owner or legal representative.

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        Shares in your Plan account may not be pledged and any such purported pledge shall be void. If you want to pledge your shares, you must first request that such shares be certificated and delivered to you.

        If you need assistance, please call the Plan Administrator.

        The Plan Administrator will mail you a statement annually showing all transactions (shares, amounts invested, purchase prices) for your Plan account including year-to-date and other Plan account information. Supplemental statements or notices will be sent when you make an optional cash investment or a deposit, transfer or withdrawal of shares.

        PLEASE RETAIN YOUR STATEMENTS TO ESTABLISH THE COST BASIS OF SHARES PURCHASED UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES AND TO AVOID PLAN ACCOUNT RESEARCH FEES.

        You should notify the Plan Administrator promptly of any change in address since all notices, statements and reports will be mailed to your address of record.

Miscellaneous

        You will receive voting materials and have the sole right to vote the Common Stock of U. S. Steel represented by the shares held for you in the Plan. In the event you do not provide direction for voting, the Plan shares will not be voted.

        You are encouraged to read the information included in the voting materials carefully. Votes may be submitted online, by telephone or by returning the signed, dated proxy card. Your shares will be voted in accordance with the most recent submitted instructions.

        NEITHER U. S. STEEL NOR ANY ADMINISTRATOR NOR ANY AGENT WILL BE LIABLE FOR ANY ACT THEY DO IN GOOD FAITH OR FOR ANY GOOD FAITH OMISSION TO ACT. This includes, without limitation, any claims of liability for:

        NOTWITHSTANDING THE FOREGOING, WE SHALL NOT BE RELIEVED FROM ANY LIABILITY IMPOSED UNDER ANY FEDERAL, STATE OR OTHER APPLICABLE SECURITIES LAW THAT CANNOT BE WAIVED.

        NEITHER U. S. STEEL NOR ANY PLAN ADMINISTRATOR CAN ASSURE YOU A PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES YOU PURCHASE UNDER THE PLAN.

        Plan Modification or Termination.    U. S. STEEL RESERVES THE RIGHT TO SUSPEND, MODIFY OR TERMINATE THE PLAN AT ANY TIME. You will receive notice of any such

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suspension, modification or termination. U. S. Steel and any Plan Administrator also reserve the right to change any and all administrative procedures and costs/fees associated with the Plan.

        Change of Eligibility or Termination.    You will remain a participant of the Plan until you withdraw from the Plan or the Plan is terminated. U. S. Steel reserves the right to deny, suspend or terminate participation by a stockholder who is using the Plan for purposes inconsistent with the intended purpose of the Plan. The Plan Administrator reserves the right to terminate participation in the Plan if a participant does not have at least one whole share in the Plan. Upon termination the participant may receive the cash proceeds from the sale of any fractional share, less any transaction fee and brokerage commission.

        If you live outside of the U. S., you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan. U. S. Steel reserves the right to terminate participation of any stockholder if it deems it advisable under any foreign laws or regulations.

Withdrawal

        You must notify the Plan Administrator online at shareowneronline.com or in writing in order to withdraw from the Plan. Upon withdrawal from the Plan, participants may request that all shares, both whole and fractional, credited to their account be sold by the Plan Administrator for their account. Such participants will receive the proceeds of the sale, less any brokerage fees and commissions. When a withdrawing participant requests that the Plan Administrator sell his or her shares in the Plan, the transfer agent, EQ Shareowner Services, will handle such sale. All such sales are made in the open market and, as such, the sale price will be determined by prevalent market conditions. Brokerage fees and commissions are determined based upon the number of shares sold.

        Beneficial owners participating indirectly in the Plan through banks, brokers or other nominees must contact such intermediaries regarding withdrawal from the Plan.

        You may withdraw all shares of Common Stock credited to your Plan account at any time by notifying the Plan Administrator.

        If the request to withdraw is received by the Plan Administrator before the record date for any dividend payment on which the dividends would otherwise be reinvested for a participant, the dividend reinvestment feature will be terminated on the day of receipt of the request by the Plan Administrator. If your request to terminate from the Plan is received on or after a dividend record date, but before the dividend payment date, your termination will be processed as soon as administratively possible, and a separate dividend check will be mailed to you. Future dividends will be paid in cash.

        Optional cash payments may be stopped if written instructions to do so are received by the Plan Administrator at least two business days prior to the applicable investment date.

Other Information

        U. S. Steel may adopt rules and regulations to facilitate the administration of the Plan. Any question of interpretation under the Plan will be determined by U. S. Steel and any such determination will be final.

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        The Plan, all related forms, and your Plan account shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and cannot be modified orally.


INVESTMENT SUMMARY AND PLAN SERVICE FEES

Summary

       

Minimum cash investments

       

Minimum one-time optional cash purchase

  $ 100.00  

Minimum recurring automatic investments

  $ 100.00  

Maximum cash investments

       

Maximum monthly investment

  $ 20,000.00  

Fees

   
 
 

Investment fees

       

Dividend reinvestment

    Company Paid  

Check investment

    Company Paid  

One-time automatic investment

    Company Paid  

Recurring automatic investment

    Company Paid  

Dividend purchase trading commission per share

    Company Paid  

Optional cash purchase trading commission per share

  $ 0.06  

Sales fees

   
 
 

Batch Order

  $ 15.00  

Market Order

  $ 25.00  

Limit Order per transaction (Day/GTD/GTC)

  $ 30.00  

Stop Order

  $ 30.00  

Sale trading commission per share

  $ 0.12  

Direct deposit of sale proceeds

  $ 5.00  

Other fees

   
 
 

Certificate issuance

    Company Paid  

Certificate deposit

    Company Paid  

Returned check / Rejected automatic bank withdrawals

  $ 35.00 per item  

Prior year duplicate statements

  $ 15.00 per year  

        Aggregation of Plan Accounts for Purpose of Limitations.    For the purposes of determining whether investments are within the above limitations, all Plan accounts which U. S. Steel believes to be under common control or management or to have common ultimate beneficial ownership may be aggregated. Unless U. S. Steel has determined that reinvestment of dividends and investment of optional cash investments for each such account would be consistent with the purposes of the Plan, U. S. Steel will have the right to aggregate all such accounts and to return, without interest, within 10 days of receipt, any amounts in excess of the investment limitations applicable to a single Plan account received in respect of all such accounts.

        All summary limitations may be waived by U. S. Steel upon written request.

        The fee for duplicate statements must be paid in advance. In all other cases, the applicable fees will be deducted from either the investment or proceeds from a sale.

        Any trading fees paid by U. S. Steel for which you are not charged will be reported to you as taxable income on Form 1099-Div.

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        All fees, including those for which there is currently "No Charge," are subject to change; however, we will not change any fees without first notifying you.

        Submission of Requests for Waiver.    Optional cash investments of more than $20,000 monthly (including any investments in excess of $20,000) ("Large Cash Purchase") may be made only by investors that submit a request for waiver, including waiver discounts. Large Cash Purchase requests may be approved by U. S. Steel in its sole discretion at any time. Investors who wish to make Large Cash Purchases for any month should call (651) 554-3812 to determine if U. S. Steel will be considering Large Cash Purchase requests for such month. When you inquire, you will be informed of one of the following:

        Large Cash Purchase Request Forms may be obtained online at shareowneronline.com. Completed Large Cash Purchase requests must be delivered to waiverdiscount@equiniti.com by no later than 4:00 p.m. Central Time on the third business day before the first day of the "pricing period" for the applicable waiver period, as described below. Any investor whose Large Cash Purchase request has been approved (including the amount of the investment approved) will be notified by return email or by telephone by 4:00 p.m. Central Time on the second business day before the first day of the applicable pricing period. The Plan Administrator must receive funds relating to any approved Large Cash Purchase request by wire transfer to the designated account no later than 2:00 p.m. Central Time on the business day before the first day of the applicable pricing period. All such funds received after 2:00 p.m. Central Time on such business day may be returned without interest.

        Action on Large Cash Purchase Requests.    U. S. Steel has the sole discretion to grant or refuse to grant, in whole or in part, a Large Cash Purchase request. In acting on a Large Cash Purchase request, U. S. Steel will consider relevant factors, including without limitation:

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        From time to time, financial intermediaries, including brokers and dealers, and other persons may engage in positioning transactions in order to benefit from any waiver discounts applicable to investments made pursuant to requests for waiver for Large Cash Purchases under the Plan. Those transactions may cause fluctuations in the trading volume of our Common Stock. Financial intermediaries and such other persons who engage in positioning transactions may be deemed to be underwriters. U. S. Steel has no arrangements or understandings, formal or informal, with any person relating to the sale of shares of Common Stock to be received under the Plan. U. S. Steel reserves the right to modify, suspend or terminate participation in the Plan by otherwise eligible persons to eliminate practices that are inconsistent with the purpose of the Plan.

        U. S. Steel may alter, amend, supplement or waive, in its sole discretion, the time periods and/or other parameters relating to optional cash purchases in excess of $20,000 made by one or more participants in the Plan or new investors, at any time and from time to time, prior to the granting of any request for waiver or within a pricing period as determined by U. S. Steel.

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U. S. FEDERAL INCOME TAX INFORMATION

        This Plan assumes that each participant will use the first-in, first-out (FIFO) method when determining the tax basis of any shares sold. Participants may designate their preference for a different method of determining the tax basis of shares by identifying this preference in writing to the Plan Administrator. Participants may designate their preference for specific identification cost basis at any time.

Dividend Income

        Cash dividends reinvested under the Plan will be taxable as having been received by you even though you have not actually received them in cash. Any Discount on cash purchases and any Discount on dividend reinvestments is treated as a dividend to the stockholder. You will receive an annual statement from the Plan Administrator indicating the amount of reinvested dividends and Discounts reported to the U. S. Internal Revenue Service as dividend income. The statement will also reflect any trading fees paid by U. S. Steel on your behalf for purchases of shares.

Gains and Losses From the Sale of Shares

        You will not realize any taxable income from the issuance of certificates representing Plan shares. You may realize a gain or loss, however, at the time the shares are sold by the Plan Administrator or by you after withdrawal of the shares from the Plan. The amount of gain or loss realized, if any, is based on the difference between the amount you receive for the shares, including any fractional shares credited to your account (following termination of participation in the Plan), reduced by the expenses of sale, including brokerage commissions and service fees charged for the sale of shares, and your cost basis of the shares. In general, any gain or loss will be capital gain or loss. The capital gain or capital loss will be long-term capital gain or loss if you have held the shares for more than one year. Your holding period will begin the day following the applicable investment date and include any period during which the shares were held by the Plan in your name. You should consult your tax advisor as to the consequences of a sale of shares in view of your particular circumstances. Foreign Plan Participants

        A foreign person (nonresident alien individual or foreign entity) is subject to tax withholding at a 30% rate on the gross amount of certain payments of U. S. source income including dividends, unless the beneficial owner of the payment is entitled to a reduced rate of, or exemption from, withholding tax under an income tax treaty. Foreign entity owned accounts may also be subject to 30% withholding under the Foreign Account Tax Compliance Act ("FATCA"). Foreign persons should consult with their tax advisors or counsel as to which tax certification form they are required to provide and for more specific information regarding the withholding requirements under Chapters 3 and 4 (FATCA) of the U. S. Internal Revenue Code.

        FOR FURTHER INFORMATION AS TO THE TAX CONSEQUENCES TO PARTICIPANTS IN THE PLAN, INCLUDING STATE, LOCAL AND FOREIGN TAX CONSEQUENCES, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR(S). THE ABOVE DISCUSSION IS BASED ON FEDERAL INCOME TAX LAWS AS IN EFFECT AS OF THE DATE HEREOF. ALL PARTICIPANTS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE IMPACT OF ANY FUTURE LEGISLATIVE PROPOSALS OR LEGISLATION ENACTED AFTER THE DATE OF THIS PROSPECTUS.

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PLAN OF DISTRIBUTION

        Except to the extent the Plan Administrator facilitates the purchases of our Common Stock in open market transactions, the Common Stock acquired under the Plan will be sold directly by U. S. Steel through the Plan. U. S. Steel may sell Common Stock to owners of shares (including brokers or dealers) who, in connection with any resales of such shares, may be deemed to be underwriters. In connection with any such transaction, compliance with Regulation M under the Securities Exchange Act of 1934 would be required. Such shares, including shares acquired pursuant to waivers granted with respect to the optional cash investment feature of the Plan, may be resold in market transactions (including coverage of short positions) on any national securities exchange on which Common Shares trade or in privately negotiated transactions. The Common Shares are currently listed on the NYSE. The difference between the price such owners pay to U. S. Steel for Common Shares acquired under the Plan, after deduction of the applicable discount, if any, from the purchase price, and the price at which such shares are resold, may be deemed to constitute underwriting commissions received by such owners in connection with such transactions. Any underwriter involved in the offer and sale of the Common Shares will be named in an applicable prospectus supplement. Any underwriting compensation paid by U. S. Steel to underwriters or agents in connection with the offering of the Common Shares, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in an applicable prospectus supplement.

        U. S. Steel will pay any and all brokerage commissions and related expenses incurred in connection with Plan purchases of Common Shares in the open market except with respect to open market purchases of Common Shares representing optional cash investments that are paid by check.

        Upon withdrawal by a participant from the Plan by the sale of Common Shares held under the Plan, the participant will receive the proceeds of such sale less (i) a nominal fee per transaction paid to the Plan Administrator (if such resale is facilitated by the Plan Administrator at the request of a participant), (ii) any related brokerage commissions and (iii) any applicable taxes.

        Common Shares may not be available under the Plan in all states. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Common Shares or other securities in any state or any other jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction.


USE OF PROCEEDS

        We will receive no proceeds when we use Common Stock purchased on the open market for the Plan. When we use original issue Common Stock or treasury stock for the Plan, we will use the proceeds for general corporate purposes.


LEGAL MATTERS

        The validity of the issuance of the shares of our Common Stock offered hereby will be passed upon for U. S. Steel by Hogan Lovells US LLP.


EXPERTS

        The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report to Stockholders—Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2018 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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LOGO

Dividend Reinvestment and Stock Purchase Plan

February 15, 2019

   


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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Section 14. Other Expenses of Issuance and Distribution.

        The following table sets forth the various expenses payable by the Registrant in connection with the securities being registered hereby.

Securities and Exchange Commission filing fee

  $ 7,500  

Legal Fees and expenses*

  $ 5,000  

Costs of printing and engraving*

  $ 3,000  

Accounting fees and expenses*

  $ 5,000  

Miscellaneous expenses*

  $ 5,000  

Total

  $ 25,500  

*
Estimated expenses

Section 15. Indemnification of Directors and Officers.

        In accordance with Section 102(b)(7) of the DGCL, the Registrant's Restated Certificate of Incorporation limits personal liability of the Registrant's directors to the Registrant or the Registrant's stockholders for monetary damages for any breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty to the Registrant and the Registrant's stockholders, (ii) for acts and omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.

        Article V of the Registrant's Amended and Restated By-Laws provides that the Company shall indemnify to the fullest extent permitted by law any person who is made or is threatened to be made a party or is involved in any action, suit, or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity.

        The Registrant is empowered by Section 145 of the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that such person is or was an officer, employee, agent or director of the Registrant, or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Registrant may indemnify any such person against expenses (including attorneys' fees) in an action by or in the right of the Registrant under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the Registrant. To the extent a director or officer is successful on the merits or otherwise in the defense of any action referred to above, the Registrant must indemnify him against the expenses that he actually and reasonably incurred in connection therewith.

        Policies of insurance are maintained by the Registrant under which directors and officers of the Registrant are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities which


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might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers.

        The foregoing summaries are subject to the complete text of the statutes, the Restated Certificate of Incorporation and the Amended and Restated Bylaws, and are qualified in their entirety by reference thereto.

Section 16. List of Exhibits.

        See Exhibit Index.

Section 17. Undertakings.

        The undersigned Registrant hereby undertakes:


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EXHIBIT INDEX

Exhibit
Number
  Description   Incorporated by Reference to Filings Indicated
  4.1   Amended and Restated Certificate of Incorporation of United States Steel Corporation, dated April 25, 2017.   Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on April 28, 2017 (Commission File No. 1-16811).

 

4.2

 

Amended and Restated By-Laws of United States Steel Corporation dated as of November 1, 2016.

 

Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on November 2, 2016 (Commission File No. 1-16811).

 

5

 

Opinion of Hogan Lovells US LLP.

 

**

 

23.1

 

Consent of PricewaterhouseCoopers LLP.

 

**

 

23.2

 

Consent of Hogan Lovells US LLP (included in Exhibit 5).

 

**

 

24

 

Powers of Attorney.

 

***

**
Filed herewith.

***
Filed as part of the signature page of this registration statement.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on February 15, 2019.

    UNITED STATES STEEL CORPORATION

 

 

By:

 

/s/ COLLEEN M. DARRAGH

Colleen M. Darragh
Vice President & Controller

        Each person whose signature appears below constitutes and appoints David B. Burritt, Colleen M. Darragh and Duane D. Holloway, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement and any and all related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto such attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ DAVID B. BURRITT

David B. Burritt
  President & Chief Executive Officer (Principal Executive Officer) & Director   February 15, 2019

/s/ KEVIN P. BRADLEY

Kevin P. Bradley

 

Executive Vice President & Chief Financial Officer (Principal Financial Officer)

 

February 15, 2019

/s/ COLLEEN M. DARRAGH

Colleen M. Darragh

 

Vice President & Controller (Controller)

 

February 15, 2019

/s/ DAVID S. SUTHERLAND

David S. Sutherland

 

Chairman Board of Directors

 

February 15, 2019

/s/ PATRICIA DIAZ DENNIS

Patricia Diaz Dennis

 

Director

 

February 15, 2019

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Signature
 
Title
 
Date

 

 

 

 

 
/s/ DAN O. DINGES

Dan O. Dinges
  Director   February 15, 2019

/s/ JOHN J. ENGEL

John J. Engel

 

Director

 

February 15, 2019

/s/ MURRY S. GERBER

Murry S. Gerber

 

Director

 

February 15, 2019

/s/ STEPHEN J. GIRSKY

Stephen J. Girsky

 

Director

 

February 15, 2019

/s/ PAUL A. MASCARENAS

Paul A. Mascarenas

 

Director

 

February 15, 2019

/s/ EUGENE B. SPERLING

Eugene B. Sperling

 

Director

 

February 15, 2019

/s/ PATRICIA A. TRACEY

Patricia A. Tracey

 

Director

 

February 15, 2019