8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2007

United States Steel Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-16811	25-1897152
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Grant Street, Pittsburgh, PA	15219-2800
(Address of principal executive offices)	(Zip Code)

(412) 433-1121

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Attached herewith as Exhibit 99.1 is a Powerpoint slideshow presentation to be used in a series of meetings commencing on April 4, 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Powerpoint slideshow presentation dated April 4, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED STATES STEEL CORPORATION
By	/s/ Larry G. Schultz
	Larry G. Schultz Vice President & Controller

Dated: April 4, 2007

EX-99.1

United States Steel Corporation

Building Value for Today and the Future

April 4, 2007

Exhibit 99.1

2

Forward-Looking Statements

This

presentation

contains

forward-looking

statements

with

respect

to

market

conditions,

operating

costs,

shipments,

prices

and

profit-based

compensation

payments.

Some

factors,

among

others,

that

could

affect

2007

market

conditions,

costs,

shipments

and

prices

for

both

domestic

operations

and

USSE

include

global

product

demand,

prices

and

mix;

global

and

company

steel

production

levels;

raw

materials'

availability

and

prices;

plant

operating

performance;

the

timing

and

completion

of

facility

projects;

natural

gas

prices

and

usage

and

availability;

changes

in

environmental,

tax

and

other

laws;

the

resumption

of

operation

of

steel

facilities

sold

under

the

bankruptcy

laws;

employee

strikes;

power

outages;

and

U.S.

and

global

economic

performance

and

political

developments.

Domestic

steel

shipments

and

prices

could

be

affected

by

import

levels

and

actions

taken

by

the

U.S.

Government

and

its

agencies.

Political

factors

in

Europe

that

may

affect

USSE’s

results

include,

but

are

not

limited

to,

taxation,

nationalization,

inflation,

currency

fluctuations,

increased

regulation,

export

quotas,

tariffs,

and

other

protectionist

measures.

The

level

of

income

from

operations

is

the

primary

factor

affecting

payments

under

the

USWA

profit-based

plans.

In

accordance

with

“safe

harbor”

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

cautionary

statements

identifying

important

factors,

but

not

necessarily

all

factors,

that

could

cause

actual

results

to

differ

materially

from

those

set

forth

in

the

forward-looking

statements

have

been

included

in

the

Form

10-K

of

U.

S.

Steel

for

the

year

ended

December

31,

2006,

and

in

subsequent

filings

for

U.

S.

Steel.

3

United States Steel Corporation

•

6

th

largest global producer

•

2

nd

largest North American flat-rolled producer

•

2

nd

largest Central European flat-rolled producer

•

Largest North American seamless pipe producer

•

Domestic raw material balance

•

2006 ROCE* –

29%

Conservative, responsible company that generates a competitive return on

capital and meets our financial and stakeholder obligations

* ROCE = IFO/average(PPE + AR + Inventory –

AP)

4

Flat-rolled segment

•

LTM 4Q’06 shipments –

14.2 million tons

•

Approximately 50/50 contract versus spot

•

Typical contract term 1-3 years

•

Contract industries include: auto, appliance, tin and electrical

•

Demands sophisticated metallurgical applications with

specialized customer service and technical support

•

Contract business lessens impact of spot price fluctuations

•

Some spot deals based on CRU index

Leading producer of high quality product

5

European segment

•

LTM 4Q’06 shipments –

6.3 million tons

•

Approximately 70% spot versus 30% contracts

•

Key industries: construction, service center, packaging and

conversion

•

Commissioning auto quality galvanize line –

350,000 tonnes

•

Restarted second blast furnace in Serbia 6/2005

Includes both Slovakia and Serbia

6

Tubular segment

•

LTM 4Q’06 shipments –

1.2 million tons:

Seamless 1.1 million

ERW 118,000 tons

•

Primarily spot sales

•

Oil Country 75% -

Standard & Line 25%

•

Size ranges (outside diameter):

Seamless -1.9”

to 24”

ERW –

8”

to 20”

•

Shipments:

NAFTA 85%

International 15%

Oil country and standard and line pipe

7

Improving Industry –

Why invest in Steel?

18.8x

14.8x

14.2x

10.0x

9.3x

8.5x

6.0x

9.0x

12.0x

15.0x

18.0x

21.0x

•

Steel is a good product

•

Major regions are increasing consumption rates

•

Governments mostly out of industry (ex China)

•

Metallics are tight, level cost curve

•

Low Valuation:

2007 P/E*

* Source: Deutsche Bank

8

Strong business climate

Source: Purchasing Magazine, CRU and SBB. 

Source: D.J. Joseph Company

Selected Price Trends –

Through February 2007

Shredded scrap composite $/Gross ton

Hot rolled $/Net Ton

$75

$100

$125

$150

$175

$200

$225

$250

$275

$300

2002

2003

2004

2005

2006

2007

$175

$275

$375

$475

$575

$675

$775

USA HR

German HR

East Asian HR

9

Global Raw Materials Integration

Control over key raw materials

0

20

40

60

80

100

Coal '07

Coal '08

Iron Ore

Coke

Percent controlled

Represents contracts

Strong global raw material position:

•

Significant portion of coal requirement

are under long-term contract thru ’08

•Second largest NA iron ore producer

produced 22 mmnt

in 2006

reserves 786 mmnt

•

Iron ore/coal mines and coke production

facilities located in close proximity to steel

operations with good infrastructure and

competitive transportation costs

•

Produced 7.5 mmnt

of coke in 2006

•

Exploring additional raw material

integration opportunities

10

MSCI Flat Rolled Inventory 

Source: MSCI, U.S. Dept of Customs and Purchasing Magazine

January 2004 –

February 2007

6,000

7,000

8,000

9,000

10,000

11,000

400

650

900

1,150

1,400

Tons (thousands)

Sheet Imports (thousands)

$350

$756

$513

$660

$580

$600

$635

$535

$460

11

$0

$75

$150

$225

$300

$375

$450

Raw Materials

Energy

Labor

Raw Material Cost -

Impact on hot rolled band costs

Source: J.P. Morgan and company estimate

Raw material cost inflation has leveled the playing field –

HRB cash cost $/ton

China & other low-labor cost steel

Producing countries

US flat-rolled mini-mill steel

producers

U.S. integrated steel producers

66%

71%

15%

19%

18%

12%

17%

68%

24%

24%

52%

41%

51%

8%

15%

23%

12%

65%

$190

$362

$204

$340

$270

$369

12

•

Improve capital structure and strengthen balance

sheet

•

Focused capital plan

•

Responsible capital allocation

•

Remain shareholder focused

Designed to improve shareholder value

Responsible company that generates a competitive return on

capital and meets our financial and stakeholder obligations

Capital Allocation –

Building Value

13

Improving capital structure –

Building Value

LTM

12/31/06

Since

1/1/03

As of ($ in millions)

Cash Provided by Operations

Capital Spending

Debt Reduction

Voluntary Pension & OPEB Funding

Dividends Paid

Stock Repurchases*

Millions of shares repurchased

$4,884

$2,284

$908

$695

$212   

$700

13.1

* Repurchase program initially authorized 7/05

$1,689  

$612

$587

$190

$78

$442

7.2

Balanced approach to capital allocation

14

Improving Earnings Trend

Adjusted earnings per share

($1.50)

($1.00)

($0.50)

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

15

Improving capital structure –

Building Value

12/31/06

12/31/03

As of ($ in millions)

Cash

Net working capital

Total debt

Employee benefits

Total liabilities

Stockholder equity

Total Capitalization

$316

$821

$1,933

$2,328

$6,742

$1,093

$7,837

Debt maturity schedule

$1,422

$823

$908

$2,174

$6,183

$4,365

$10,586

* Excludes Squids

*

$61

$16

$434

$35

$33

$397

$0

$100

$200

$300

$400

$500

16

Improving Capital Structure –

Building Value

EBITDA/Net Interest

EBITDA

Total and Net Debt

Total Debt/EBITDA

Source: Company filings

$1,434

$1,933

$1,371

$1,612

$1,025

($400)

$100

$600

$1,100

$1,600

$2,100

2002

2003

2004

2005

2006

3.0X

6.1X

0.7X

0.9X

0.5X

0.0X

2.0X

4.0X

6.0X

2002

2003

2004

2005

2006

$478

$316

$2,007

$1,805

$2,226

$200

$700

$1,200

$1,700

$2,200

$2,700

2002

2003*

2004

2005

2006

4.2X

2.4X

17.5X

14.2X

35.9X

0.0X

10.0X

20.0X

30.0X

40.0X

2002

2003*

2004

2005

2006

*Excludes $683 million of restructuring charges

17

Improving capital structure –

Building Value

Manageable legacy obligations –

2007

($2,207)

$660

$2,867

OPEB

$212

$7,516

$7,306

Pension

($1,995)

Funded status

$8,176

$10,173

Total

Plan assets

Benefit obligation

As of 12/31/06 ($ in millions)

Total

OPEB

Pension

2007 Forecast ($ in millions)

$290

$124

$38

$113

$328

$237

Cash Flow*

Net Periodic Expense

* Excludes any voluntary contributions

Total

OPEB

Pension

Key assumptions -

2007

5.5%

8.0%

5.5%

8.0%

5.5%

8.0%

Discount rate

Expected return on assets

Key considerations

Pension:

•

Defined benefit

plan closed in 2003

OPEB:

•

Co-pays

•

Inflation cap

•

Voluntary pension

& VEBA

contributions

totaling $695 million

since 1/1/04

•

Additional $300

million funding

authorization

18

Capital Spending –

Building Value

2003 –

2005 Average CapEx per ton shipped

Source: Accenture 

$15

$27

$41

$76

$0

$10

$20

$30

$40

$50

$60

$70

$80

U.S. Steel has spent less

than global peers in

recent years

Will likely incur higher

capex during next few

years concentrated on

infrastructure, but will

likely remain below the

global average.

19

•

Common dividend $0.80/share/year:

Quadrupled since 01/05

•

7.6 million shares remaining under

current repurchase authorization:

Repurchased 7.2mm shares in 2006

Repurchased 13.1mm shares since 7/05

Shareholder focus –

Building Value

20

Flat Rolled Products Segment

Q4 2006 Review and Outlook

$230

$62

$589

$651

3,695

3Q06

$11

$13

$586

$597

3,346

4Q05

=

$10

Margin

(loss)/ton

=

$638

Ave. Cost/ton

$31

$648

3,078

4Q06

=

Ave. Price/ton

+

Inc(loss) from

Oper. (millions)

+

Shipments

Outlook

1Q07

(tons in ‘000)

Negatives

Positives

•

End market demand remains

fairly strong

•

Improving inventory and

imports

•

Higher service center inventory

levels

21

Tubular Products Segment

Q4 2006 Review and Outlook

$164

$541

$950

$1,491

303

3Q06

-

$531

$510

Margin (loss)/ton

=

$992

$946

Ave. Cost/ton

$144

$1,523

271

4Q06

$149

$1,456

292

4Q05

-

Ave. Price/ton

-

Inc(loss) from

Oper. (millions)

-

Shipments

Outlook

1Q07

(tons in ‘000)

•

Higher distributor inventory

levels

•

Lower shipments & prices

•

Near record rig counts

•

Strong demand

Negatives

Positives

22

U. S. Steel Europe Segment

Q4 2006 Review and Outlook

$219

$141

$499

$640

1,552

3Q06

Inc(loss) from

Oper. (millions)

Margin (loss)/ton

Ave. Cost/ton

Ave. Price/ton

Shipments

(tons in ‘000)

-

$117

$82

=

$548

$498

$182

$665

1,549

4Q06

$112

$580

1,359

4Q05

-

+/-

+

Outlook

1Q07

•

Higher imports

•

Strong central European

economy

•

Higher shipments

•

Stable costs

Negatives

Positives

23

•

Strong business climate

•

Global raw materials integration

•

Building value:

Improving capital structure

Improving infrastructure and product mix

Responsible capital allocation

Remain shareholder focused

Making Steel -

World Competitive -

Building Value

Investment considerations

Strategic Acquisition of

Lone Star Technologies, Inc.

©

United States Steel Corporation 2007

Forward —

Looking Statements

25

Risks and Uncertainties Regarding United States Steel Corporation and Lone Star Technologies, Inc.

Some

factors,

among

others,

that

could

affect

market

conditions,

costs,

shipments

and

prices

for

the

domestic

and

foreign

operations

of

U.

S.

Steel

and

Lone

Star

include

global

product

demand,

prices

and

mix;

global

and

company

steel

production

levels;

global

and

domestic

demand

for

tubular

products;

global

and

domestic

energy

markets;

plant

operating

performance,

including,

the

start

up

of

several

blast

furnaces;

the

timing

and

completion

of

facility

projects;

natural

gas

prices,

usage

and

supply

disruptions;

raw

materials

availability

and

prices;

changes

in

environmental,

tax

and

other

laws;

employee

strikes;

power

outages;

and

U.S.

and

global

economic

performance

and

political

developments.

Domestic

steel

shipments

and

prices

could

be

affected

by

import

levels

and

actions

taken

by

the

U.S.

Government.

Economic

conditions

and

political

facts

in

Europe

that

may

affect

U.

S.

Steel’s

foreign

operations

results

include,

but

are

not

limited

to,

taxation,

environmental

permitting,

nationalization,

inflation,

currency

fluctuations,

increased

regulation,

export

quotas,

tariffs,

and

other

protectionist

measures.

Factors

that

may

affect

the

amount

of

net

periodic

benefit

costs

include,

among

others,

changes

to

laws

affecting

benefits,

pension

fund

investment

performance,

liability

changes

and

interest

rates.

Please

refer

to

the

Form

10-K

of

U.S.

Steel

for

the

year

ended

December

31,

2006

and

the

Form

10-K

of

Lone

Star

Technologies,

Inc.

for

the

year

ended

December

31,

2006

for

additional

factors

that

could

cause

actual

results

to

differ

materially

from

any

forward-looking

statements.

Risks and Uncertainties Regarding the Transaction

Forward-looking

statements

regarding

United

States

Steel

Corporation’s

acquisition

and

integration

of

Lone

Star

Technologies,

Inc.

include

statements

relating

to

or

concerning

expected

synergies,

cost

savings,

accretive

effect,

industry

size,

and

market

sector.

Risks

and

uncertainties

regarding

the

transaction

include

the

possibility

that

the

expected

synergies

may

not

be

realized

in

the

time

period

anticipated

or

at

all,

that

the

market

fails

to

perform

as

anticipated,

and

that

the

closing

does

not

occur,

either

due

to

the

failure

of

closing

conditions,

including

the

approval

of

the

shareholders

of

Lone

Star,

or

the

failure

to

obtain

required

regulatory

approvals,

or

other

reasons.

Even

if

the

transaction

closes

as

anticipated,

integration

may

not

proceed

as

expected,

and

the

impact

of

changes

in

the

industry,

markets

or

the

economy

in

general

may

result

in

unexpected

costs

or

the

failure

to

realize

anticipated

benefits

of

the

transaction.

Forward-looking

statements

included

in

this

news

release

are

made

only

as

of

the

date

hereof,

and

the

companies

undertake

no

obligation

to

update

these

forward-looking

statements

to

reflect

future

events

or

circumstances

except

as

may

be

required

by

law.

26

U. S. Steel acquires Lone Star for $2.1 billion or $67.50 per share

All cash transaction

•Financed with cash on hand and committed credit facilities

Potential annual synergies in excess of $100 million by end of

2008

Acquisition expected to be accretive in 2007 before synergies

•Excluding accounting effects of the sale of acquired inventory and other

customary purchase accounting adjustments

Closing expected in second or third quarter 2007

U. S. Steel to Acquire Lone Star Technologies

Transaction Overview

Lone Star

a leading

North American

producer of

welded tubular

products

27

Leading North American producer of welded OCTG

Major producer and marketer of line pipe

Major supplier to oil patch of threading,heat treating and finishing

Annual production capacity of 1mm tons*. 

2006 revenues of $1.4 billion and EBITDA $203* million

Lone Star Steel Technologies, Inc. (LSS)

Business Overview

Product Mix by Revenue

Oilfield

Products

80%

Specialty

13%

Other

7%

2006 Revenue = $1,378mm

Shipment History (000 tons)

734

882

926

996

0

200

400

600

800

1,000

2003

2004

2005

2006

Other Businesses:

Producer of 

specialty tubing

Marketer of OCTG

and Line Pipe for

others

Producer/supplier

of hot rolled steel

* EBITDA is not a GAAP measure. Please refer to the forms 10-K for the year ended December 31, 2006 filed

by U. S. Steel and Lone Star, respectively, for GAAP financial information.

28

Complementary Assets & Attributes

Expanded and Complementary Product Portfolio

Strong Tubular Product Mix

Creates largest North American fully integrated seamless and

welded tubular producer

Annual synergies estimated to be in excess of $100 million:

Sourcing semi-finished product

SG&A, Procurement and Best Practices

Lone Star Steel Technologies, Inc.

Business Case for Acquisition

The premier North American supplier to the attractive

and growing OCTG market sector

U.S. Steel and Lone Star -

Complementary Assets & Attributes

Significant North American

seamless supplier

Full seamless size range

1.9”

through 26”

Limited welded pipe

supplier

World class manufacturing

facilities with heat treating

capacity

Strong distributor

relationships

Leading North American

welded pipe supplier

Full size welded range

utilizing the Alliance mills

1”

through 60”

Additional heat treating

Coupling supply

Tubing finishing & threading

Primarily direct to end

customer

U. S. Steel

Lone Star

Technologies

29

1

5

10

15

20

25

30

60

Inches

Lone Star Steel

Welspun *

Northwest Pipe *

Bellville

Texas Tubular *

Tex-Tube *

Lorain #4

Lorain #3

Fairfield

Camp Hill

Hunan Valin –

Potential JV

Expanded and Complementary

Product Portfolio

USSK

50

30

Welspun JV

ERW

Seamless

DSAW

Spiral

Welded

* Identifies LSS 

alliances

Apolo JV

LSS

USS

31

U. S. Steel and Lone Star -

Strong Tubular Product Mix

OCTG

59%

2006

Pro forma

Shipments

(2.2 mm tons)

U. S. Steel (1.2 mm tons)

S&L**

29%

Lone Star (1.0 mm tons)

OCTG

59%

S&L**

41%

OCTG

59%

S&L**

15%

Specialty *

9%

LSS Flat Roll

17%

Specialty

4%

LSS Flat Roll

8%

*Customer specified (custom) dimensions and grades

**S&L = Standard and line pipe

32

0

1

2

3

USS / LSS

IPSCO / NS

Group

Tenaris /

Maverick

V&M Star

Creates the Largest N.A. Seamless and

Welded Tubular Producer

Million Tons

2.8 *

2.4

1.7

0.5

Tubular Capacity

Source: Company filings and equity research

**

**

*    1.8 mm USS & 1.0 mm  LSS

* *  2006  Acquisitions

Strong Market Outlook Drives Demand

Spot Price

WTI Spot

Price

Source: Spears

500

1,000

1,500

2,000

2,500

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

Total N.A. Rig Count

$ Barrel

$ mmbtu

Natural Gas

Price

33

0

20

40

60

80

'00

'01

'02

'03

'04

'05

'06

'07

'08

'09

'10

'11

2

4

6

8

10

Financial Overview of Tubular Business

Tons Shipped

34

U.S. Steel Tubular

Lone Star

Revenue

EBITDA**

% margin

Operating Income

% margin

1.2 million

1.0 million*

$1,798

$1,378

$631

$173

$644

$203

35.1%

12.5%

35.8%

14.7%

Source: Company filings

* Excludes alliance mills & Apolo joint venture

** EBITDA is not a GAAP measure. Please refer to the forms 10-K for the year ended December

31, 2006 filed by U. S. Steel and Lone Star, respectively, for GAAP financial information.

FY 2006

$ millions

U. S. Steel and Lone Star Technologies

Creates the leading North American supplier of OCTG products

•

Largest North American supplier of seamless and welded

pipe to energy sector

•

Leverages U.S. Steel’s production platform to drive operating

performance

Financially attractive:

•

Potential annual synergies in excess of $100 million by 2008

•

Accretive before synergies

•

Maintains financial flexibility post-transaction      

35

Transaction Summary

Additional Information

36

In

connection

with

the

proposed

merger,

Lone

Star

Technologies,

Inc.

intends

to

file

a

proxy

statement

and

related

materials

with

the

Securities

and

Exchange

Commission

(SEC).

The

documents

will

contain

important

information

about

the

proposed

merger,

and

the

shareholders

of

Lone

Star

are

urged

to

read

the

carefully

when

they

become

available.

These

documents,

when

filed

with

the

SEC,

will

be

available

for

free

at

the

SEC’s

website,

http://www.sec.gov

and

at

Lone

Star’s

website,

http://www.lonestartech.com.

Strategic Acquisition of

Lone Star Technologies, Inc.

©

United States Steel Corporation 2007