EX-99.12 15 dex9912.txt CLIENT LETTER EXHIBIT 99.12 United States Steel LLC to be converted into United States Steel Corporation Offers to Exchange 10% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031 for the following securities (the "Outstanding Securities"): 6.50% Cumulative Convertible Preferred Stock of USX Corporation (CUSIP No. 902905 1819) 6.75% Convertible Quarterly Income Preferred Securities (QUIPSSM) of USX Capital Trust I (CUSIP No. 903339 E201) 8.75% Cumulative Monthly Income Preferred Shares, Series A (MIPS(R)), of USX Capital LLC (CUSIP No. P96460 1031) EACH OF THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 7, 2001, UNLESS EARLIER TERMINATED OR EXTENDED BY UNITED STATES STEEL LLC. November , 2001 To Our Clients: United States Steel LLC (the "Company"), which is currently a wholly owned subsidiary of USX Corporation, is offering to exchange: . $50 principal amount of its 10% Senior Income Debt Securities due 2031 ("SQUIDS"), for each validly tendered and accepted share of 6.50% Cumulative Convertible Preferred Stock of USX Corporation ("6.50% Preferred Stock"), plus a cash payment for accrued but unpaid dividends; . $50 principal amount of SQUIDS, for each validly tendered and accepted 6.75% Convertible Quarterly Income Preferred Security of USX Capital Trust I ("6.75% QUIPS"), plus a cash payment for accrued but unpaid distributions; and . $25 principal amount of SQUIDS, for each validly tendered and accepted 8.75% Cumulative Monthly Income Preferred Share, Series A, of USX Capital LLC ("8.75% MIPS"), plus a cash payment for accrued but unpaid dividends. The exchange offers are made on the terms and are subject to the conditions set forth in the Company's prospectus dated November 5, 2001 (the "Prospectus"), and the accompanying Letters of Transmittal, including the minimum condition that at least $150 million principal amount of SQUIDS, in the aggregate, are issued in the exchange offers. The Company will accept up to a maximum face amount of (i) $77 million of 6.50% Preferred Stock, (ii) $127 million of 6.75% QUIPS and (iii) $161 million of 8.75% MIPS in the exchange offers. The Company reserves the right to extend, amend or terminate the exchange offers. -------- SQUIDSSM and QUIPSSM are service marks and MIPS(R) is a registered trademark of Goldman, Sachs & Co. The enclosed Prospectus is being forwarded to you as the beneficial owner of Outstanding Securities held by us for your account but not registered in your name. The accompanying Letter of Transmittal and Notice of Guaranteed Delivery are furnished to you for informational purposes only and may not be used by you to tender Outstanding Securities held by us for your account. A tender of such Outstanding Securities may be made only by us as the registered holder and only pursuant to your instructions. Accordingly, we request instructions as to whether you wish us to tender and deliver the Outstanding Securities held by us for your account. If you wish to have us do so, please so instruct us by completing, executing and returning to us the instruction form that appears below. 2 INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to United States Steel's exchange offer with respect to the 6.50% Cumulative Convertible Preferred Stock (the "6.50% Preferred Stock") of USX Corporation (CUSIP No. 902905 1819), the 6.75% Convertible Quarterly Income Preferred Securities (the "6.75% QUIPS") of USX Capital Trust I (CUSIP No. 903339 E201), and the 8.75% Cumulative Monthly Income Preferred Shares, Series A (the "8.75% MIPS"), of USX Capital LLC (CUSIP No. P96460 1031). This will instruct you to tender all of the Outstanding Securities of the series indicated below held by you for the account of the undersigned pursuant to the terms and conditions set forth in the Prospectus, dated November 5, 2001, and the related Letters of Transmittal. 6.50% Preferred Stock TENDER [_] 6.75% QUIPS TENDER [_] 8.75% MIPS TENDER [_] _____________________________________ Signature(s) _____________________________________ Please print name(s) _____________________________________ Address _____________________________________ Zip Code _____________________________________ Area Code and Telephone No. _____________________________________ Tax Identification or Social Security No. _____________________________________ My Account Number with You _____________________________________ Date 3