Item 1.01. Entry into a Material Definitive Agreement.





Common Stock Offering



Underwriting Agreement

On February 2, 2021, United States Steel Corporation (the "Company") executed and delivered an underwriting agreement with Morgan Stanley & Co. LLC as the underwriter (the "Underwriter") (the "Underwriting Agreement") relating to the purchase of 42,000,000 shares of its common stock (the "Shares"), for gross proceeds of approximately $699 million. The Company granted the Underwriter a 30-day option to purchase up to 15% additional Shares from the Company. The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriter against certain liabilities. A copy of the Underwriting Agreement is included in this Form 8-K as Exhibit 1.1 and is incorporated herein by reference. The summary description of the terms of the Underwriting Agreement in this report is qualified in its entirety by reference to Exhibit 1.1.

On February 5, 2021, the Company issued and sold the Shares to the Underwriter as contemplated by the Underwriting Agreement. The Shares were sold pursuant to the Company's effective shelf registration statement on Form S-3ASR (File No. 333-229713) filed on February 15, 2019 and the related prospectus dated February 15, 2019, as supplemented by the prospectus supplement dated February 2, 2021 relating to the Shares. A copy of the opinion of counsel of the Company relating to the validity of the Shares is attached hereto as Exhibit 5.1.

Item 7.01 Regulation FD Disclosure.

On February 2, 2021, the Company issued a press release announcing that it had priced its previously announced offering of Shares. A copy of the press release is furnished as Exhibit 99.1 hereto.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits



Exhibit
Number       Description

  1.1          Underwriting Agreement for the Shares, dated February 2, 2021

  5.1          Opinion of Milbank LLP

  23.1         Consent of Milbank LLP (included in Exhibit 5.1)

  99.1         Press Release dated February 2, 2021

104          Cover page interactive data file (embedded within the inline XBRL
             document)

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