USS may redeem the notes, in whole or in part, at its option at any time and from time to time prior to August 15, 2020 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 August 15, 2020 and all required interest payments due on such notes through August 15, 2020, 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) at the applicable Treasury Yield plus 50 basis points, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

On or after August 15, 2020, USS may redeem the notes, in whole or in part, at its 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 August 15 of each of the years indicated below:

On or after:                Price:

2020                         103.438%

2021                         101.719%

2022 and thereafter    100.000%

At any time prior to August 15, 2020, USS may also redeem up to 35% of the original aggregate principal amount of the notes with the proceeds of certain equity offerings at a redemption price equal to 106.875% of the principal amount of the notes, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Barclays Capital Inc.

Morgan Stanley & Co. LLC

PNC Capital Markets LLC

Wells Fargo Securities, LLC

Goldman Sachs & Co. LLC

BMO Capital Markets Corp.

Commerz Markets LLC

Scotia Capital (USA) Inc.

SunTrust Robinson Humphrey, Inc.

Citigroup Global Markets Inc.

ING Financial Markets LLC

SG Americas Securities, LLC

BNY Mellon Capital Markets, LLC

Citizens Capital Markets, Inc.

Credit Suisse Securities (USA) LLC

The Huntington Investment Company

RBC Capital Markets, LLC

U.S. Bancorp Investments, Inc.

Moody’s: Caa1

S&P: B

Investors are cautioned that a security rating is not a recommendation to buy, sell or hold securities, that it is subject to revision or withdrawal at any time by the assigning rating organization, and that each rating should be evaluated independently of any other rating.

On August 1, 2017, USS issued a press release and filed a Current Report on Form 8-K regarding an incident at its Great Lakes Works facility, which USS does not believe will have a material impact on its financial condition or the results of its operations. The press release stated:

Earlier today, there was an incident at U. S. Steel’s Great Lakes Works in the facility’s Hot Strip Mill.

Five employees were transported to local hospitals for treatment. Two remain hospitalized at this time. One employee was treated and released at the plant’s on-site medical care facility. Due to privacy laws, we cannot provide any additional information about the employees who were injured or their conditions.

At this time, the scene is secure and all other employees have been accounted for. Operations at the Hot Strip Mill remain down, but additional operations at Great Lakes Works have not been affected. We do not anticipate any impact on customer shipments as we have additional Hot Strip Mill capacity at other domestic U. S. Steel facilities, if needed.

An investigation into the incident is underway, and we will work closely with the United Steelworkers and relevant government agencies throughout the process. We have also activated our Employee Assistance Program to offer its services to the injured employees and their families, as well as the coworkers of those injured.

No further details regarding the incident are available at this time. Our thoughts are with our injured employees, their families and their coworkers at Great Lakes Works.