Underwriting Agreement



 Exhibit 10.1 
 EXECUTION VERSION 
 Underwriting Agreement 

$400,000,000 7.500% Senior Notes due 2022 
 March 12, 2012 
 J.P. Morgan Securities LLC 

As Representative of the 
 several Underwriters
listed 
 in Schedule 1 hereto 
 c/o
J.P. Morgan Securities LLC 
 383 Madison Avenue 
 New York, New York 10179 
 Ladies and Gentlemen: 

United States Steel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters
listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 7.500% Senior Notes due 2022 (the “Securities”). The Securities
will be issued pursuant to an indenture dated as of May 21, 2007 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as heretofore supplemented and amended and as to be
further supplemented and amended by a Fifth Supplemental Indenture, dated March 15, 2012, to the Base Indenture relating to the Securities (the “Supplemental Indenture” and, together with the Base Indenture and any other amendments or
supplements thereto, the “Indenture”), between the Company and the Trustee. 
 The Company hereby confirms its
agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 
 1. Registration
Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the
“Securities Act”), a registration statement on Form S-3 (No. 333-165054), including a prospectus (the “Basic Prospectus”), relating to the Securities. The Company has also filed, or proposes to file, with the








 
Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”). The registration statement, as
amended at the time of this Agreement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness, is referred to herein as the
“Registration Statement”; and as used herein, the term “Prospectus” means the Basic Prospectus included in the Registration Statement (and any amendments thereto) as supplemented by the prospectus supplement specifically relating
to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities and the term “Preliminary Prospectus” means
the preliminary prospectus supplement specifically relating to the Securities together with the Basic Prospectus. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the
Prospectus. References herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. The terms
“supplement,” “amendment” and “amend” as used herein with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed by the Company
under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”) subsequent to the date of this Agreement which are deemed to be incorporated by reference therein. For
purposes of this Agreement, the term “Effective Time” means the effective date of the Registration Statement with respect to the offering of the Securities, as determined for the Company pursuant to Section 11 of the Securities Act
and Item 512 of Regulation S-K, as applicable. 
 At or prior to the time when the first sale of the Securities is made
(the “Time of Sale”), the Company will prepare certain information (collectively, the “Time of Sale Information”), which includes a Preliminary Prospectus, dated March 12, 2012, and each “free writing prospectus”
(as defined pursuant to Rule 405 of the Securities Act) identified in Schedule 2 hereto. 
 2. Purchase of the Securities by
the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to
98.25875% of the principal amount thereof plus accrued interest, if any, from March 15, 2012, to the Closing Date (as such term is hereinafter defined). The Company will not be obligated to deliver any of the Securities except upon payment for
all the Securities to be purchased as provided herein. 
 (b) The Company understands that the Underwriters intend to make a
public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and
agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 

(c) Payment for and delivery of the Securities will be made at the offices of Simpson Thacher & Bartlett LLP at 10:00 a.m., New
York City time, on March 15, 2012, or at such other 

  
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time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment
and delivery is referred to herein as the “Closing Date.” 
 (d) Payment for the Securities shall be made by wire
transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing
the Securities (the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be in form and substance reasonably satisfactory to the Representative.

 (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length
contractual counterparty to the Company with respect to any offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the
Company or any other person with respect to any such offering. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall
consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the
Company with respect thereto. Any review by such Underwriters of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on
behalf of the Company. 
 3. Representations and Warranties of the Company. The Company represents and warrants to each
Underwriter that: 
 (a) Registration Statement and Prospectus. The Registration Statement has become effective under the
Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no
notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Company has not received any order
suspending the effectiveness of the Registration Statement by the Commission and has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or
related to the offering has been initiated or threatened by the Commission; as of the Effective Time, the Registration Statement complied, and as of the date of any amendment thereto will comply, in all material respects with the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as of the Closing Date, the
Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not 

  
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misleading; provided that the Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility
and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto. 
 (b) Time of Sale Information. The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Time of Sale Information. No statement of
material fact included in the Prospectus that is required to be included in the Time of Sale Information has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required
to be included in the Prospectus has been omitted therefrom. 
 (c) Issuer Free Writing Prospectus. The Company
(including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written
communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a
communication referred to in clauses (i), (ii) and (iii) of this Section 3(c)), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the
Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 hereto and (v) any electronic road show or any other written communications, in
each case approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in
accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did
not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus. 
 (d) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when filed with the Commission, conformed or will
conform, as the case may be, in all material respects with the 

  
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requirements of the Exchange Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. 
 (e) Company Organization and Good Standing. The
Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Time of
Sale Information and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such
qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect upon the financial condition, business, properties or results of operations of the Company and its subsidiaries, taken as a
whole (a “Material Adverse Effect”). 
 (f) Subsidiary Organization and Good Standing. Each subsidiary of the
Company listed on Annex A (each, a “Designated Subsidiary”) has been duly incorporated or otherwise organized and is an existing corporation, limited liability company or other business entity in good standing under the laws of the
jurisdiction of its incorporation or organization, with power and authority (corporate, limited liability company and other) to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus; and each
Designated Subsidiary of the Company is duly qualified to do business as a foreign corporation or other business entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires
such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity securities of each Designated Subsidiary of the Company
have been duly authorized and are validly issued, fully paid and nonassessable; and the shares of capital stock or other equity securities of each Designated Subsidiary owned by the Company, directly or through subsidiaries, are owned free from
liens, encumbrances and defects, except such liens, encumbrances and defects that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The entities listed on Annex A hereto include every subsidiary
of the Company that is a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company. 
 (g) Capitalization. All outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to any pre-emptive or
similar rights. The Company has an authorized capitalization as of December 31, 2011 as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization.” 

(h) No Broker’s Fees. Except as provided herein and as disclosed in the Time of Sale Information and the Prospectus, there
are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with
this offering. 
 (i) No Registration Rights. There are no contracts, agreements or understandings between the Company
and any person granting such person the right to require the Company to 

  
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file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in
the securities registered pursuant to the Registration Statement or with any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. 

(j) No Consents Required. No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any
court is required for the consummation of the transactions contemplated by this Agreement, the Securities and the Indenture (collectively, the “Transaction Documents”) in connection with the issuance and sale of the Securities or the
consummation of the Transactions by the Company, except such (i) as have been obtained and made under the Securities Act and (ii) as may be required under state securities laws in connection with the purchase and distribution of the
Securities by the Underwriters, and except for such consents, approvals, authorizations, orders or filings the failure of which to obtain or make would not, individually or in the aggregate, have a material adverse effect on the ability of the
Company to issue the Notes or consummate the transactions contemplated by the Transaction Documents and would not reasonably be expected to have a Material Adverse Effect. 
 (k) No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof
and the consummation of the transactions contemplated by the Transaction Documents, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of
any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any Designated Subsidiary of the Company or any of their properties, (ii) any agreement or instrument to which the Company or any such
Designated Subsidiary is a party or by which the Company or any such Designated Subsidiary is bound or to which any of the properties of the Company or any such Designated Subsidiary is subject or (iii) the charter, by-laws or other
organizational document of the Company or any such Designated Subsidiary. 
 (l) Due Authorization. The Company has full
right, power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the
Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken. 
 (m)
The Indenture. The Indenture has been duly authorized by the Company and has been duly qualified under the Trust Indenture Act and the Base Indenture constitutes, and the Supplemental Indenture, when duly executed and delivered in accordance
with its terms by each of the parties thereto, will constitute, a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”). 

(n) The Securities. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and
delivered in accordance with the Indenture and 

  
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paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 

(o) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company. 

(p) No Violation or Default. Neither the Company nor any of the Designated Subsidiaries is (i) in violation of its respective
charter or by-laws or other organizational documents, (ii) in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is
material to the Company and its subsidiaries, taken as a whole, to which the Company or any Designated Subsidiaries is a party or by which the Company or any Designated Subsidiaries or their respective property is bound, or (iii) in violation
of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such defaults and violations in the case of these clauses (ii) and (iii) that are disclosed in
the Time of Sale Information and the Prospectus or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 (q) Title to Real and Personal Property. Except as disclosed in the Time of Sale Information and the Prospectus, the Company and the Designated Subsidiaries have good and marketable title to all
real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects, except such liens, encumbrances and defects that would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and except as disclosed in the Time of Sale Information and the Prospectus, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would
materially interfere with the business of the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries own or lease all properties and assets necessary to conduct their business as described in the Time of Sale Information
and the Prospectus. 
 (r) Licenses and Permits. The Company and the Designated Subsidiaries possess adequate
certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct their business as described in the Time of Sale Information and the Prospectus and have not received any notice of proceedings relating
to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any Designated Subsidiary, would reasonably be expected to have a Material Adverse Effect. 

(s) Descriptions of the Transaction Documents. The Transaction Documents conform in all material respects to the descriptions
thereof contained in the Time of Sale Information and the Prospectus. 
 (t) No Labor Disputes. Except as disclosed in
the Time of Sale Information and the Prospectus, no labor dispute with the employees of the Company or any of its subsidiaries exists 

  
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or, to the knowledge of the Company, is imminent that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(u) Title to Intellectual Property. The Company and the Designated Subsidiaries own, possess or can acquire on reasonable terms,
adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct its business as
described in the Time of Sale Information and the Prospectus, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if
determined adversely to the Company or any of its Designated Subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 (v) Compliance With Environmental Laws. Except as disclosed in the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any
rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or
human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim could reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect; and the Company is not aware of any pending investigation which would reasonably be expected to lead to such a claim. 
 (w) Legal Proceedings. Except as described in the Time of Sale Information and the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its
subsidiaries or any of their respective properties that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations
under this Agreement, or which are otherwise material in the context of the sale of the Securities; and, to the Company’s knowledge, no such actions, suits or proceedings are threatened. 

(x) Financial Statements of the Company. The financial statements of the Company and the related notes thereto included or
incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and
cash flows for the periods shown, and, except as otherwise disclosed in the Time of Sale Information and the Prospectus, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United
States applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein; the other financial information of the
Company and its subsidiaries included in the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby;
and the pro forma financial information and the related notes thereto included or incorporated by reference in 

  
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each of the Time of Sale Information and the Prospectus has been prepared in accordance with the applicable rules of the Securities Act and Exchange Act with respect thereto, and the assumptions
underlying such pro forma financial information are reasonable and are set forth in each of the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and guidelines applicable thereto. 

(y) Taxes. The Company and its Designated Subsidiaries have timely filed all material federal, state, local and foreign income tax
returns that have been required to be filed and have paid all taxes indicated by said returns and all assessments received by any of them to the extent that such material taxes have become due and are not being contested in good faith in appropriate
proceedings. All material tax liabilities have been adequately provided for in the financial statements of the Company. 
 (z)
No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Time of Sale Information and the Prospectus, (i) there has not been any material change in the
capital stock or long term debt of the Company or any of its subsidiaries (other than changes in amounts owing by U.S. Steel Košice s.r.o. due to changes in foreign exchange rates), or any dividend or distribution of any kind declared, set
aside for payment, paid or made by the Company on any class of capital stock (other than a dividend of $0.05 per share of common stock, payable March 10, 2012, to stockholders of record at the close of business on February 10, 2012), or
any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken
as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent,
that is material to the Company and its subsidiaries taken as a whole (other than matters described in Note 25 “Subsequent Events” included in the Company’s most recent financial statements); and (iii) neither the Company nor any
of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any
court or arbitrator or governmental or regulatory authority, except in each case of (i), (ii) and (iii) of this Section 3(z) as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

 (aa) Reporting Requirements. The Company is subject to the reporting requirements of either Section 13 or
Section 15(d) of the Exchange Act and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. 
 (bb) Independent Accountants. PricewaterhouseCoopers LLP, which has audited certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm
with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. 

  
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 (cc) No Undisclosed Relationships. No relationship, direct or indirect, exists
between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be
described in the Registration Statement, the Time of Sale Information and the Prospectus and that is not so described. 
 (dd)
Compliance With ERISA. Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the
Company or any of its affiliates for employees or former employees of the Company and its affiliates has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with
respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; no failure to meet the minimum funding standards under Section 412 of the Code or Section 302 of ERISA has occurred with respect
to any plan which is subject to Section 412 of the Code or Section 302 of ERISA and no application has been made for a waiver or modification of the minimum funding standard (including any required installment payments) under
Section 412 of the Code or Section 302 of ERISA with respect to a plan, and, except as otherwise disclosed in the Time of Sale Information and the Prospectus, the fair market value of the assets of each such plan (excluding for these
purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan based on actuarial assumptions and methods that are compliant with the requirements of Code Section 430(h) and regulations thereunder;
and neither the Company nor any of its affiliates has incurred, or reasonably expects to incur, any liability under Title IV of ERISA in respect of any Plan “or multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA,
other than liability for the payment of required PBGC insurance premiums under Section 4007 of ERISA. 
 (ee) Disclosure
Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure
that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures provide reasonable assurance that
the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and
guidelines applicable thereto. As of the date of the Time of Sale Information and the Prospectus, the Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule
13a-15 of the Exchange Act. 
 (ff) Accounting Controls. The Company and its subsidiaries maintain systems of
“internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the


  
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supervision of their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no “material
weaknesses” (as defined under Rule 12b-2 of the Exchange Act) in the Company’s internal controls over financial reporting. 
 (gg) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as
such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to
certifications. 
 (hh) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the best knowledge
of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act 2010 of the United Kingdom; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

 (ii) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been
conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 (jj) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and
the Company will not, directly or indirectly, knowingly use the proceeds of the offering of the Securities 

  
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hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC. 
 (kk) No Stabilization. The Company has not taken,
directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 
 (ll) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale
Information and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940. 

(mm) Status under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as
defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. 
 (nn) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration
Statement, the Time of Sale Information and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. 
 (oo) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by
reference in the Registration Statement, the Time of Sale Information or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. 

4. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that: 

(a) Filings with the Commission. The Company will (i) pay the registration fees for this offering within the time period
required by Rule 456(b)1(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date and (ii) file the Prospectus in a form approved by the Representative on behalf of the Underwriters
with the Commission pursuant to Rule 424 under the Securities Act not later than the close of business on the second business day following the date of determination of the public offering price of the Securities or, if applicable, such earlier time
as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act. The Company will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet substantially in the form of Schedule 3 hereto) to the extent required
by Rule 433 under the Securities Act, and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City
time, on the business day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request. 
 (b) Delivery of Copies. The Company will deliver, without charge, to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each


  
 12 









 
amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as hereinafter defined), as many copies of the Prospectus
(including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus (if applicable) as the Representative may reasonably request. As used herein, the term “Prospectus
Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or would be
required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer. 
 (c) Amendments or Supplements; Issuer Free Writing Prospectuses. In connection with the transactions contemplated by this Agreement, before using, authorizing, approving, referring to or filing any
Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer Free Writing
Prospectus, amendment or supplement for review and will not use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representative reasonably objects.

 (d) Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in
writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus, any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed;
(iii) (a) of any request by the Commission for any amendment to the Registration Statement, (b) of any amendment or supplement to the Prospectus, (c) of the receipt of any comments from, or requests for additional information by,
the Commission relating to the Registration Statement or (d) within the Prospectus Delivery Period, of any other request by the Commission for any additional information; (iv) upon receipt of notice of the issuance by the Commission of any
order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A
of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any Issuer Free
Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and the Company will use all reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the
Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. 

  
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 (e) Time of Sale Information. If at any time prior to the Closing Date (i) any
event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with applicable law, the Company will immediately notify the Underwriters thereof and
forthwith prepare and, subject to paragraph (c) of this Section 4, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to
the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with
applicable law. 
 (f) Ongoing Compliance. If during the Prospectus Delivery Period (i) any event shall occur or
condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will immediately notify the Underwriters thereof and
forthwith prepare and, subject to paragraph (c) of this Section 4, file with the Commission and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Prospectus as may be
necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with
applicable law. 
 (g) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the
securities or Blue Sky laws of such U.S. jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not
be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any
such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. 
 (h)
Earning Statement. The Company will make generally available to its security holders and the Representative as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of
the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

 (i) Clear Market. During the period from the date hereof through and including the date that is 30 days after the date
hereof, the Company will not, without the prior written consent of J. P. Morgan Securities LLC, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company and having a term of more than one year.


  
 14 









 (j) Use of Proceeds. The Company will apply the net proceeds from the sale of the
Securities as described in the Time of Sale Information and the Prospectus under the heading “Use of Proceeds.” 
 (k)
No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities. 

(l) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer
Free Writing Prospectus that is not filed with the Commission for three years after the Closing Date in accordance with Rule 433 under the Securities Act. 
 (m) Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time during the Prospectus Delivery Period, the Company receives from the Commission a notice pursuant to
Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective
amendment on the proper form relating to the Securities, in a form satisfactory to the Representative, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly
notify the Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was the subject
of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be. 

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that: 

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing
prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release
issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any
Issuer Free Writing Prospectus listed on Schedule 2 hereto or prepared pursuant to Section 3(c) or Section 4(c) (including any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by
the Company in advance in writing. 
 (b) Notwithstanding the foregoing the Underwriters may use a term sheet substantially in
the form of Schedule 3 hereto without the consent of the Company. 
 (c) The Representative, on behalf of the several
Underwriters, will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing 

  
 15 









 
Prospectus that is not filed with the Commission for three years after the Closing Date in accordance with Rule 433 under the Securities Act. 

(d) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering of the
Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period). 
 6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company of its
covenants and other obligations hereunder and to the following additional conditions: 
 (a) Registration Compliance; No Stop
Order. If a post-effective amendment to the Registration Statement is required to be filed under the Securities Act, such post-effective amendment shall have become effective, and the Representative shall have received notice thereof, not later
than 5:00 p.m., New York City time, on the date hereof; no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the
Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing
Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of
the Representative. 
 (b) Representations and Warranties. The representations and warranties of the Company contained
herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the
Closing Date. 
 (c) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and
delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any securities issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as
such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any
securities issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading). 
 (d) No Material Adverse Change. Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(z) hereof shall have occurred or shall exist,
which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the
Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus. 

  
 16 









 (e) Officer’s Certificate. The Representative shall have received on and as of
the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representative (i) confirming that such officer has carefully
reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best knowledge of such officer, the representations set forth in Sections 3(a) and 3(b) hereof are true and correct; (ii) confirming that the other
representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing
Date; and (iii) to the effect set forth in paragraphs (a), (c) and (d) of this Section 6. 
 (f) Comfort
Letters for the Company. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and
addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect
to the Company’s financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the
Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date. 
 (g) Opinion
of Counsel for the Company. Counsel for the Company shall have furnished to the Representative, at the request of the Company, its written opinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Representative, to the effect set forth in Annex B hereto. 
 (h) Opinion and Negative Assurance
Statement of Outside Counsel for the Company. Morgan, Lewis & Bockius LLP, counsel for the Company, shall have furnished to the Representative, at the request of the Company, an opinion and negative assurance statement, dated the
Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Annex C hereto. 
 (i) Opinion and Negative Assurance Statement of Counsel for the Underwriters. The Representative shall have received on and as of the Closing Date an opinion and negative assurance statement of
Simpson Thacher & Bartlett LLP, counsel for the Underwriters, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to
enable them to pass upon such matters. 
 (j) No Legal Impediment to Issuance. No action shall have been taken and no
statute, rule, regulation or order shall have been enacted, adopted or issued by any federal or state governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order
of any federal or state court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. 
 (k) Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its Designated Subsidiaries,


  
 17 









 
other than the Designated Subsidiaries organized and existing outside the United States, in their respective jurisdictions of organization and their good standing in such other jurisdictions as
the Representative may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. 

(l) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Representative such further
certificates and documents as the Representative may reasonably request. 
 (m) Supplemental Indenture Relating to
Securities. The Representative shall have received an executed copy of the Supplemental Indenture. 
 All opinions, letters, certificates
and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters. 

7. Indemnification and Contribution. 
 (a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or
(ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or
alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities
arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representative expressly for use therein. 
 (b) Indemnification of the Company. Each Underwriter
agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) of this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the
Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any 

  
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Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in (i) the first
paragraph under the subsection “Commissions and discounts” under the heading “Underwriting” in the Prospectus, (ii) the third sentence under the subsection “New issue of notes” under the heading
“Underwriting” in the Prospectus and (iii) the first and second paragraphs under the subsection “Short positions” under the heading “Underwriting” in the Prospectus. 

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) of this Section 7, such person (the “Indemnified Person”) shall promptly notify
the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph
(a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7
that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) counsel to the Indemnified Person shall have reasonably concluded that there are or are likely to be legal defenses available to it that are
different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate
firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities LLC and any such separate firm for the Company, its directors, its officers who
signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable
for any settlement of any proceeding effected without its 

  
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written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person. 
 (d) Contribution. If the indemnification
provided for in paragraph (a) or (b) of this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same
respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as
set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 (e) Limitation on
Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) of this Section 7. The amount paid or payable by an Indemnified Person as a result of the
losses, claims, damages and liabilities referred to in paragraph (d) of this Section 7 shall be deemed to include, subject to the foregoing limitations, any legal or other expenses incurred by such Indemnified Person in connection with any
such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such
Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue 

  
 20 









 
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and
not joint. 
 (f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 8.
Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall
have been suspended or materially limited on or by any of the New York Stock Exchange, the NASDAQ Stock Market or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any
exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities settlement or
clearance services in the United States shall have occurred; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States,
that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time
of Sale Information and the Prospectus. 
 9. Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter
defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the
terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours
within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the
non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the
Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this
Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting
Underwriter agreed but failed to purchase. 
 (b) If, after giving effect to any arrangements for the purchase of the Securities
of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) of this Section 9, the aggregate principal amount of such Securities that remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of all the 

  
 21 









 
Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus
such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have
not been made. 
 (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter
or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) of this Section 9, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal
amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) of this Section 9, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any
termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except
that the provisions of Section 7 hereof shall not terminate and shall remain in effect. 
 (d) Nothing contained herein
shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. 
 10. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that
connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus
(including all exhibits, amendments and supplements thereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the
Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such U.S.
jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for
rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing
with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. 

(b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the
Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, other than due to a termination pursuant to Section 9, the Company agrees to reimburse
the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably 

  
 22 









 
incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 
 11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and
any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase. 

12. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and
the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall
remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters. 
 13. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the
Securities Act; (b) the term “business day” means any day other than Saturday, a Sunday or a legal public holiday as defined in 5 U.S.C. §6103; (c) the term “subsidiary” has the meaning set forth in Rule 405 under
the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act. 
 14. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify
and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly
identify their respective clients. 
 15. Miscellaneous. (a) Authority of the Representative. Any action by
the Underwriters hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Underwriters. 

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given upon
receipt at the addresses set forth in the following sentence. Notices to the Underwriters shall be given to the Representative c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-270-1063), Attention: Syndicate
Desk; Notices to the Company shall be given to it at 600 Grant Street, Pittsburgh, PA 15219-9776 (fax: 412-433-2811), Attention: Robert M. Stanton, Assistant General Counsel. 
 (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New
York. 

  
 23 









 (d) Counterparts. This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 
 (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall
be in writing and signed by the parties hereto. 
 (f) Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. 

  
 24 









 If the foregoing is in accordance with your understanding, please indicate your acceptance
of this Agreement by signing in the space provided below. 
  

			
	Very truly yours,
	
	UNITED STATES STEEL CORPORATION
		
	By:	 	 /s/ John J. Quaid

		 	Name: John J. Quaid
		 	Title: Vice President & Treasurer



  
 [Signature
page to Underwriting Agreement] 








  

			
	 Confirmed and accepted as of the
 date set forth on the first page hereof

	
	J.P. MORGAN SECURITIES LLC
		
	By:	 	J.P. Morgan Securities LLC
		
	By:	 	 /s/ Joseph DeBarbrie

		 	Authorized Signatory
	
	 For itself and on behalf of the
 several Underwriters listed
 in Schedule 1 hereto.



  
 [Signature
page to Underwriting Agreement] 








 Schedule 1 

 

					
	 Underwriter
	  	Principal Amount of
2022 Securities	 
		
	 J.P. Morgan Securities LLC
	  	$	120,600,000	  
	 Barclays Capital Inc.
	  	$	36,200,000	  
	 Merrill Lynch, Pierce, Fenner & Smith

                   
  Incorporated
	  	$	36,200,000	  
	 Credit Suisse Securities (USA) LLC
	  	$	36,200,000	  
	 Goldman, Sachs & Co.
	  	$	36,200,000	  
	 Morgan Stanley & Co. Incorporated
	  	$	36,200,000	  
	 PNC Capital Markets LLC
	  	$	16,080,000	  
	 RBS Securities Inc.
	  	$	16,080,000	  
	 Scotia Capital (USA) Inc.
	  	$	16,080,000	  
	 Citigroup Global Markets Inc.
	  	$	8,040,000	  
	 ING Financial Markets LLC
	  	$	8,040,000	  
	 Natixis Securities Americas LLC
	  	$	8,040,000	  
	 Wells Fargo Securities, LLC
	  	$	8,040,000	  
	 BNY Mellon Capital Markets, LLC
	  	$	2,000,000	  
	 Commerz Markets LLC.
	  	$	2,000,000	  
	 Fifth Third Securities, Inc.
	  	$	2,000,000	  
	 HSBC Securities (USA) Inc.
	  	$	2,000,000	  
	 The Huntington Investment Company
	  	$	2,000,000	  
	 The Williams Capital Group, L.P.
	  	$	2,000,000	  
	 SG Americas Securities, LLC
	  	$	2,000,000	  
	 SMBC Nikko Capital Markets Limited
	  	$	2,000,000	  
	 U.S. Bancorp Investments, Inc.
	  	$	2,000,000	  
		  	  
	  
	 
	 Total
	  	$	400,000,000	  
		  	  
	  
	 


  
 S-1









 Schedule 2 
 Pricing Term Sheet, dated March 12, 2012, relating to the Securities and attached as Schedule 3 hereto. 

  
 S-2









 Schedule 3 
 UNITED STATES STEEL CORPORATION 
 PRICING TERM SHEET 

March 12, 2012 
 $400,000,000 7.500% Senior Notes due 2022 
  

			
	 Issuer:
	  	United States Steel Corporation
		
	 Title of Securities:
	  	7.500% Senior Notes due 2022
		
	 Principal Amount:
	  	$400,000,000
		
	 Net Proceeds to Issuer:
	  	$393,035,000 before expenses
	 Maturity:
	  	March 15, 2022
		
	 Coupon:
	  	7.500%
		
	 Price:
	  	100.000% of principal amount
		
	 Yield to maturity:
	  	7.500%
		
	 Benchmark Treasury:
	  	2.0% U.S. Treasury due February 15, 2022
		
	 Spread to Benchmark Treasury:
	  	+548 basis points
		
	 Interest Payment Dates:
	  	March 15 and September 15 of each year, commencing on September 15, 2012
		
	 Interest Payment Record Dates:
	  	March 1 and September 1 of each year
		
	 Redemption Provisions:
	  	
		
	 Mandatory Redemption:
	  	None
		
	 Optional Redemption:
	  	The Issuer may redeem the Notes, in whole or in part, at the Issuer’s option at any time and from time to time prior to March 15, 2017 at a price equal to the greater of (i)
100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the redemption price of the Notes to be redeemed if they were redeemed on March 15, 2017 and all required interest payments due on such Notes through
March 15, 2017, exclusive of interest accrued to the date of redemption, discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)


  
 S-3










			
		  	at the applicable Treasury Yield plus 50bps, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
		
		  	On or after March 15, 2017, the Issuer may redeem the Notes, in whole or in part, at the Issuer’s option at any time and from time to time at the redemption prices
specified below (expressed as percentages of principal amount), plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, if redeemed during the twelve-month period beginning on March 15 of each of the years indicated
below:

  

			
	 On or after:
	 	 Price:          

	 2017
	 	103.750%
	 2018
	 	102.500%
	 2019
	 	101.250%
	 2020 and thereafter
	 	100.000%


  

			
		
	 Change of Control Repurchase Event:
	  	If a change of control repurchase event occurs, the Issuer will be required to make an offer to repurchase all outstanding Notes 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.
		
	Trade Date:	  	March 12, 2012
		
	Settlement:	  	T + 3 days; March 15, 2012
		
	CUSIP:	  	912909 AG3
		
	ISIN:	  	US912909AG34
		
	Joint Book-Running Managers:	  	 J.P. Morgan Securities LLC

Barclays Capital Inc.
 Merrill Lynch, Pierce,
Fenner & Smith

                     Incorporated

Credit Suisse Securities (USA) LLC
 Goldman,
Sachs & Co.
 Morgan Stanley & Co. LLC

		
	Co-Lead Managers:	  	 PNC Capital Markets LLC
 RBS
Securities Inc.
 Scotia Capital (USA) Inc.

		
	Senior Co-Managers:	  	 Citigroup Global Markets Inc.

ING Financial Markets LLC
 Natixis Securities
Americas LLC
 Wells Fargo Securities, LLC

		
	Co-Managers:	  	 BNY Mellon Capital Markets, LLC

Commerzbank Markets LLC
 Fifth Third Securities,
Inc.
 HSBC Securities (USA) Inc.



  
 S-4










			
		
		  	 The Huntington Investment Company
 The Williams Capital Group, L.P.
 SG Americas Securities, LLC

SMBC Nikko Capital Markets Limited
 U.S. Bancorp
Investments, Inc.

		
	 Use of Proceeds:
	  	We intend to use the net proceeds from the Notes to redeem the Issuer’s $300.0 million of 5.650% Senior Notes due 2013 and will use any remaining proceeds for general corporate
purposes.

 The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the
prospectus and the prospectus supplement if you request them by calling J.P. Morgan Securities LLC at (800) 245-8812. 

  
 S-5









 Annex A 
 Designated Subsidiaries of the Company 
  

			
	 Entity
	  	 Jurisdiction of Organization

		
	 U.S. Steel Tubular Products, Inc.
	  	Delaware
	 USS Portfolio Delaware, Inc.
	  	Delaware
	 U.S. Steel Canada Inc.
	  	Canada
	 U.S. Steel Global Holdings I B.V.
	  	Netherlands
	 U.S. Steel Košice, s.r.o
	  	Slovak Republic


  
 A-1









 Annex B 
 Form of Opinion of Counsel for the Company 
 (i) The
Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware; 
 (ii) U.S. Steel Tubular Products, Inc. has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware; 

(iii) The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale
Information and the Prospectus under the heading “Capitalization,” all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and all outstanding
shares of capital stock or other equity interests of each Designated Subsidiary of the Company have been duly authorized and are validly issued, fully paid and non-assessable; 

(iv) Neither the Company nor any of its U.S. subsidiaries is in violation of its certificate of incorporation or by-laws
or, to such counsel’s knowledge, none of the Company nor any of the Designated Subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed
of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except for such defaults and violations that would not, individually or in the aggregate, have a Material
Adverse Effect. 
 (v) Each of the Company and its Designated Subsidiaries has the power and authority (corporate
and other) to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus; is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such qualification, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect; 

(vi) The Company has full right, power and authority to execute and deliver each of the Transaction Documents and to
perform its obligations thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and
validly taken; 
 (vii) No consent, approval, authorization or order of, or filing with, any governmental agency
or body or any court having jurisdiction over the Company, its U.S. subsidiaries or their respective properties is required for the consummation of the transactions contemplated by the Underwriting Agreement and the other Transaction Documents in
connection with the issuance and sale of the Securities or the consummation of the Transactions, except for (i) the effectiveness of the Registration Statement, which is in full force and effect, and (ii) any consent, approval,
authorization, or order, or filing required pursuant to state “blue sky” laws or foreign securities laws; 

  
 B-1









 (viii) Except as described in the Time of Sale Information and the
Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any Designated Subsidiary or any of their respective properties that, if determined adversely to the Company or any Designated Subsidiary would
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Underwriting Agreement; and, to such counsel’s
knowledge, no such actions, suits or proceedings are threatened; 
 (ix) The execution, delivery and performance
of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, will not result in a breach or violation
of any of the terms and provisions of, or constitute a default under, (A) the Delaware General Corporation Law or those laws, rules and regulations of the Commonwealth of Pennsylvania and the federal laws of the United States (excluding, with
respect to federal securities law, the antifraud provisions thereof), in each case, which, in such counsel’s experience, are normally applicable to transactions of the type contemplated by the Underwriting Agreement, (B) the respective
charters or limited liability company agreements or by-laws of the Company and the Designated Subsidiaries (other than the Designated Subsidiaries organized and existing outside the United States), (C) to such counsel’s knowledge after
inquiring of those employees of the Company responsible for such matters, orders of any court, regulatory tribunal, administrative agency or other governmental body having jurisdiction over the Company, any Designated Subsidiary or any of their
respective properties or (D) to such counsel’s knowledge after inquiring of those employees of the Company responsible for such matters, any agreement or instrument to which the Company or any Designated Subsidiary is a party or by which
the Company or any Designated Subsidiary is bound or to which any of the properties of the Company or any Designated Subsidiary is subject; the Company has full power and authority to authorize, issue and sell the Securities as contemplated by the
Underwriting Agreement; 
 (x) (a) The Registration Statement has become effective under the Securities Act;
(b) the Prospectus was filed with the Commission pursuant to Rule 424(b) under the Securities Act on the date specified therein; (c) to the best of such counsel’s knowledge, no order suspending the effectiveness of the Registration
Statement has been issued by the Commission, no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the
Company and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; (d) the Registration Statement, as of the
Effective Time, and the Prospectus, as of its date and as of the date hereof, and each amendment or supplement thereto, complied as to form in all material respects with the requirements of the Securities Act; and (e) the documents incorporated
by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when filed with the Commission, conformed in all material respects with the requirements of the Exchange Act; 

(xi) The Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the
Trust Indenture Act, and constitutes a valid and legally binding obligation of the Company enforceable against the Company in 

  
 B-2









 
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally; by equitable
principles relating to enforceability; the effect of judicial discretion on the availability of remedies and the realization of benefits under an agreement as written (including, without limitation, the possible refusal of a court to enforce any
provision purporting to disallow waivers by course of conduct or oral authorization, to excuse failure to act or delay in acting by any party or to waive trial by jury) and general matters of public policy (collectively, the “Enforceability
Exceptions”); 
 (xii) The Supplemental Indenture setting forth the terms of the Securities in accordance
with the terms of the Indenture has been duly authorized, executed and delivered by the Company, and is enforceable against the Company according to its terms, subject to the Enforceability Exceptions; 

(xiii) The Securities have been duly authorized and when duly executed, authenticated and issued in accordance with the
Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their
terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; 
 (xiv)
The Underwriting Agreement has been duly authorized, executed and delivered by the Company; 
 (xv) Each
Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus; 

(xvi) The descriptions in the Registration Statement, the Time of Sale Information and Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Registration
Statement, the Time of Sale Information or the Prospectus which are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement, the Time of Sale Information or the Prospectus or
to be filed as exhibits to the Registration Statement which are not described and filed as required; 
 (xvii) To
the knowledge of such counsel after inquiry of those employees of the Company responsible for such matters, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company
to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Securities registered pursuant to the Registration Statement or with any securities
being registered pursuant to any other registration statement filed by the Company under the Securities Act; 

(xviii) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the
proceeds thereof as described in the Time of Sale 

  
 B-3









 
Information and the Prospectus, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended; 
 (xix) Neither the issuance, sale and delivery of the Securities nor the application
of the proceeds thereof by the Company as described in the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of
such Board of Governors; 
 (xx) USSK has been duly organized and is an existing limited liability company in
good standing under the laws of the Slovak Republic, with power and authority (corporate and other) to own its properties and conduct its business as described in the Time of the Sale Information and the Prospectus; and USSK is duly qualified to do
business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; 

(xxi) All outstanding equity interests of USSK have been duly authorized and are validly issued, fully paid and
nonassessable; 
 (xxii) No consent, approval, authorization or order of, or filing with, any governmental agency
or body or any court having jurisdiction over USSK, its subsidiaries or their respective properties in the Slovak Republic or any political subdivision thereof is required for the consummation of the transactions contemplated by the Underwriting
Agreement in connection with the issuance and sale of the Securities by the Company; 
 (xxiii) The execution,
delivery and performance of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, will not result
in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any rule or regulation in the Slovak Republic or any political subdivision thereof, (B) the organizational documents of USSK;
(C) orders of any court, regulatory tribunal, administrative agency or other governmental body having jurisdiction over USSK or any of its respective properties or (D) any agreement or instrument to which USSK is a party or by which it is
bound or to which any of the properties of USSK is subject; and 
 (xxiv) The descriptions in the Registration
Statement, the Time of Sale Information and the Prospectus of statutes, legal and governmental proceedings in the Slovak Republic or any political subdivision thereof and contracts and other documents relating to USSK are accurate and fairly present
the information required to be shown; and, after inquiring of those employees of USSK responsible for such matters, such counsel does not know of (a) any legal or governmental proceedings in the Slovak Republic or any political subdivision
thereof or (b) any contracts or documents affecting USSK that would reasonably be expected to have a material adverse effect upon the financial condition, business, properties or results of operations of USSK. 

  
 B-4









 (xxv) U. S. Steel Canada Inc. is a corporation existing under the laws of
Canada. There are no restrictions on the corporate power and capacity of U.S. Steel Canada Inc. to own and lease property and assets and to carry on business. 
 (xxvi) There are 116 issued and outstanding common shares in the capital of U.S. Steel Canada Inc., all of which are fully paid and non-assessable and U.S. Steel Canada Limited Partnership is the owner of
record of all such shares. 
 (xxvii) No consent, approval, authorization or order of, or filing with, any
federal or provincial governmental agency or body, or any court, in the Province of Ontario having jurisdiction over U. S. Steel Canada Inc. is required for the consummation of the transactions contemplated by the Underwriting Agreement in
connection with the issuance and sale of the Securities by the Company. 
 (xxviii) The execution, delivery and
performance of the Transaction Documents, the issuance and sale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under, (A) any statute or any rule or regulation of Canada or the Provinces of Ontario to which U. S. Steel Canada Inc. is subject, or (B) the articles or by-laws of
U.S. Steel Canada. 
 Such counsel shall also state that he has participated in conferences with representatives of the Company
and with representatives of its independent registered public accountants at which conferences the contents of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment and supplement thereto and related matters
were discussed and, although such counsel assumes no responsibility for the accuracy, completeness or fairness of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment or supplement thereto (except as
expressly provided), nothing has come to the attention of such counsel to cause such counsel to believe that (i) as of the applicable Effective Time, the Registration Statement or any amendment thereto, including in each case any document
incorporated or deemed incorporated by reference therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading,
(ii) as of the Time of Sale, the Time of Sale Information, including in each case any document incorporated or deemed incorporated by reference therein, contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) as of its date and as of the Closing Date, the Prospectus or any
supplement or amendment thereto, including in each case any document incorporated or deemed incorporated by reference therein, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (other than the financial statements and other financial information contained therein and
information furnished to the Company in writing by the Representative expressly for use in the Time of Sale Information or Prospectus, as to which such counsel need express no belief). 

  
 B-5









 In rendering such opinion, such counsel may rely as to matters of fact on certificates of
responsible officers of the Company and public officials that are furnished to the Underwriters. 
 No opinion is expressed as
to compliance by the Company with applicable Canadian securities laws in connection with any distribution of the Securities to a purchaser in Canada. The opinions set forth in paragraphs (xxv) – (xxviii) are expressed only as to the
laws of Ontario and Alberta and the federal laws of Canada applicable therein. 
 The foregoing opinion shall be rendered to the
Underwriters at the request of the Company and shall so state therein. 

  
 B-6









 Annex C 
 Form of Opinion of Outside Counsel for the Company 
 (i)
The Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act; the Supplemental Indenture has been duly authorized, executed and delivered by the Company; and the Indenture,
as supplemented by the Supplemental Indenture, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; 

(ii) The Securities have been duly authorized and, when issued, executed and authenticated in accordance with the
provisions of the Indenture, as supplemented by the Supplemental Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture, as supplemented by the Supplemental Indenture; 

(iii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company; 

(iv) The statements set forth in the Time of Sale Information and the Prospectus under the captions “Description of
the notes” and “Description of the debt securities,” insofar as such statements purport to constitute summaries of the terms of the Securities, constitute an accurate summary of the terms of the Securities in all material respects;

 (v) The description in the Time of Sale Information and the Prospectus under the caption “Material U.S.
federal income tax considerations,” to the extent that it purports to summarize provisions of United States federal income tax law or legal conclusions with respect to United States federal income tax law, is accurate in all material respects;

 IRS Circular 230 Disclosure. To ensure compliance with the requirements imposed by the Internal
Revenue Service, we inform you that any U.S. federal tax advice contained herein does not deal with a taxpayer’s particular circumstances. Further, it was written in support of the promotion, marketing or recommending of the transaction or
matter described herein. This opinion was not intended or written to be used, and cannot be used, for purposes of avoiding penalties under the Internal Revenue Code. Taxpayers should consult their own tax advisors regarding the tax
consequences to them of their own particular circumstances. 
 (vi) The Company is not and, after giving effect
to the offering and sale of the Securities, will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. 

(vii) The Registration Statement (except as to the financial statements, schedules, notes, other financial and accounting
data and statistical data derived therefrom, and information about internal control over financial reporting, as to which we express no 

  
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opinion), on the date it initially became effective under the Securities Act, appeared on its face to be appropriately responsive in all material respects to the applicable requirements of the
Securities Act; and 
 (viii) The Prospectus (except as to the financial statements, schedules, notes, other
financial and accounting data and statistical data derived therefrom, and information about internal control over financial reporting, as to which we express no opinion), at the time such document was filed with the Commission, appeared on its face
to be appropriately responsive in all material respects to the applicable requirements of the Securities Act or the Exchange Act. 
 Such counsel shall also state that such counsel confirms that nothing came to such counsel’s attention that caused such counsel to believe that (i) the Registration Statement, as of its most
recent effective date, pursuant to Rule 430B(f)(2) under the Securities Act, of the part of the Registration Statement relating to the Securities for purposes of the liability of the Underwriters under Section 11 of the Securities Act,
contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Time of Sale Information, considered as a whole at the Time
of Sale, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) the Prospectus,
as of its date, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that (a) such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the
Registration Statement, the Time of Sale Information and the Prospectus (except with respect to certain legal matters, as and to the extent set forth in paragraphs (iv) and (v) in such counsel’s letter delivered to the Underwriters
pursuant to Section 6(h) of the Underwriting Agreement), (b) such counsel does not express any belief with respect to the financial statements, schedules, notes, other financial and accounting data and statistical data derived therefrom,
and management’s report on internal control over financial reporting, in each case contained in the Registration Statement, the Time of Sale Information or the Prospectus, and (c) such counsel does not express any belief with respect to
any statement in a document incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, to the extent that, pursuant to Rule 412 under the Securities Act, such statement is deemed to be modified or
superseded in the Registration Statement, the Time of Sale Information or the Prospectus, as the case may be, at the respective times as of which the advisements set forth in this paragraph are provided. 

In rendering such opinion, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and public
officials that are furnished to the Underwriters. 
 The foregoing opinion shall be rendered to the Underwriters at the request
of the Company and shall so state therein. 

  
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