UNITED STATES STEEL CORP (X) SEC Annual Report (10-K) for 2010

ecological restoration work are estimated to be $615,000. In total, the accrued liability for the above projects based on the estimated remaining costs was approximately $2 million at December 31, 2010.

At Gary Works, U. S. Steel has agreed to close three hazardous waste disposal sites: D5, along with an adjacent solid waste disposal unit, Terminal Treatment Plant (TTP) Area; T2; and D2 combined with a portion of the Refuse Area, where a solid waste disposal unit overlaps with the hazardous waste disposal unit. The sites are located on plant property. U. S. Steel has submitted a closure plan to the Indiana Department of Environmental Management (IDEM) for D2 and the known tar areas of the Refuse Area. U. S. Steel has proposed that the remainder of the Refuse Area be addressed as a Solid Waste Management Unit (SWMU) under corrective action. In addition, U. S. Steel has submitted a revised closure plan for T2 and separate closure plans for D5 and the TTP Area. IDEM approved the closure plans for D5, T2 and TTP Area on October 15, 2009, December 1, 2009 and June 23, 2010, respectively. Implementation of the D5 and TTP Area plans began during the third quarter of 2010 and is scheduled to be completed by December 31, 2011. Implementation of the T2 plan is expected to begin in the first quarter of 2011. The related accrued liability for estimated costs to close each of the hazardous waste sites and perform groundwater monitoring prior to closure is $2 million for D5 and TTP, $4 million for T2 and $11 million for D2 including a portion of the Refuse Area, as of December 31, 2010.

On October 23, 1998, EPA issued a final Administrative Order on Consent addressing Corrective Action for SWMUs throughout Gary Works. This order requires U. S. Steel to perform a Resource Conservation and Recovery Act (RCRA) Facility Investigation (RFI), a Corrective Measure Study (CMS) and Corrective Measure Implementation at Gary Works. Reports of field investigation findings for Phase I work plans have been submitted to EPA. Through December 31, 2010, U. S. Steel had spent $29.7 million for corrective action studies, Vessel Slip Turning Basin interim measures and other corrective actions. U. S. Steel received approval on a proposal to the EPA for a facility wide perimeter groundwater monitoring program and a sampling and analysis plan (SAP) for several SWMUs in the Solid Waste Management Areas east of the Vessel Slip Turning Basin. USS has also received a partial approval on a second SAP for a portion of the sediments behind the East Breakwall. Implementation of these programs continued during the fourth quarter of 2010. U. S. Steel will develop a proposal for a corrective measure to address impacted sediments in the West Grand Calumet Lagoon. For groundwater remediation, U. S. Steel has begun operation of a full scale groundwater treatment system approved by EPA as a Self-Implementing Stabilization Measure to address benzene impacted groundwater east of the vessel slip, and continues to operate a seasonal groundwater treatment system near the coke plant. The accrued liability for the proposed corrective action study related items, the West Grand Calumet Lagoon and groundwater remediation is approximately $18 million. U. S. Steel has submitted a proposal to EPA seeking approval to implement corrective measures necessary to address soil contamination at Gary Works. U. S. Steel estimates the minimum cost of the corrective measures for soil contamination to be approximately $3 million. Closure costs for the CAMU are estimated to be an additional $6 million. Until the remaining Phase I work and Phase II field investigations are completed, it is impossible to assess what additional expenditures will be necessary for Corrective Action projects at Gary Works. In total, the accrued liability for all of the above projects was approximately $27 million as of December 31, 2010, based on the estimated remaining costs.

On November 26, 2007, IDEM issued a Notice of Violation (NOV) alleging three pushing violations and one door violation on the No. 2 Battery that were to have occurred on July 11, 2007. On December 20, 2007, IDEM made a verbal penalty demand of $123,000 to resolve these alleged violations. U. S. Steel provided written responses to the NOVs. Negotiations regarding these NOVs are ongoing.

On October 3, 2007, November 26, 2007, March 2, 2008 and March 18, 2008, IDEM issued NOVs alleging opacity limitation violations from the coke plant and Blast Furnaces Nos. 4 and 8. To date, no penalty demand has been made by IDEM regarding these NOVs. U. S. Steel is currently negotiating resolution of these NOVs with IDEM.

On July 3, 2008, EPA Region V issued a Notice of Violation/Finding of Violation (NOV/FOV) alleging violations resulting from a multi-media inspection conducted in May 2007 and subsequent information collection requests pursuant to Section 114 of the Clean Air Act. These alleged violations include those currently being prosecuted by IDEM that are identified above. Other alleged violations include the reline of No. 4 Blast Furnace in 1990 without a New Source Review/Prevention of Significant Deterioration permit, and opacity limit excursions from hot iron transfer cars, slag skimming, slag pits, and the blast furnace casting house. The NOV/FOV also alleges violations relating to hydrochloric acid pickling, blast furnace relief valves and blast furnace flares. While a penalty demand is

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expected, EPA Region V has not yet made such a demand. Since issuing the NOV/FOV, EPA Region V has issued additional Section 114 information requests to Gary Works. U. S. Steel has responded to the requests and is currently negotiating resolution of the NOV/FOV and other request issues with EPA Region V and IDEM. EPA has indicated that it has referred the matter to the Department of Justice.

On February 18, 2009, U. S. Steel received a letter from IDEM alleging that Gary Works was culpable for an ambient air quality exceedance for PM10 at the IITRI Monitoring Site. U. S. Steel responded to the letter on March 13, 2009. U. S. Steel met with IDEM on April 28, 2009 to resolve the issue. If Gary Works is determined to be culpable, U. S. Steel may be required to install and maintain two additional on-site PM10 monitoring stations per the December 2006 Air Agreed Order. In November 2010, U. S. Steel and IDEM amended the December 2006 Air Agreed Order to resolve the alleged ambient air quality PM 10 exceedance matter. The resolution requires U. S. Steel to continue monitoring PM 10 at the IITRI monitor through December 31, 2011; implement specific best management practices at the Sinter Plant storage piles; and to complete a Supplemental Environmental Project consisting of the installation of a compressed natural gas fueling station and adding at least seven CNG vehicles to its fleet by September 30, 2011, at a capital expenditure of approximately $490,000, which excludes the costs associated with the seven vehicles.

On April 13, 2009, Gary Works received an NOV from EPA Region 5 for alleged violations for New Source Review for reline of No. 13/14 during 2004-2005. U. S. Steel continues to meet with IDEM and EPA to negotiate resolution of the NOV. EPA has indicated that it has referred the matter to the Department of Justice.

Mon Valley Works

On March 17, 2008, U. S. Steel entered a Consent Order and Agreement (COA) with the Allegheny County Health Department (ACHD) to resolve alleged opacity limitation and pushing and traveling violations from older coke oven batteries at its Clairton Plant and to resolve alleged opacity violations from its Edgar Thomson Plant. The COA required U. S. Steel to pay a civil penalty of $301,800 to resolve past alleged violations addressed by the COA. U. S. Steel paid the civil penalty on March 25, 2008. The COA requires U. S. Steel to conduct interim repairs on existing batteries and make improvements at the Ladle Metallurgical Facility and Steelmaking Shop at the Edgar Thomson Plant. The March 2008 COA also requires that Batteries 7, 8 and 9 be shutdown by January 24, 2013 and Batteries 1, 2 and 3 be shutdown by August 11, 2015. On August 17, 2010, U. S. Steel entered into a Memorandum of Understanding (MOU) with ACHD that would require U. S. Steel to install two new Low Emissions Quench Towers to replace existing towers and to bring Batters 1, 2 and 3 into compliance and eliminate the requirement to shut them down. On September 30, 2010, U. S. Steel and ACHD amended the March 17, 2008 COA reflecting this change and Batteries 1, 2, and 3 are no longer required to be shutdown by August 2015, but U. S. Steel must certify compliance for these batteries by December 31, 2013. Batteries 7 through 9 were shutdown in April 2009. We are repairing existing Batteries 19 and 20 and we continue to make improvements on Batteries 1, 2 and 3 while we construct the new C Battery at the Clairton Plant. The costs of improvements at Batteries 1, 2 and 3 cannot be estimated at this time. In addition, as part of the September 2010 Amendment to the March 2008 COA, U. S. Steel is required to install and operate two new low emission quench towers at Clairton by December 31, 2013. U. S. Steel anticipates that the capital expenditures related to the construction of these two new low emission quench towers to be approximately $60 million. U. S. Steel is also completing upgrades at its Edgar Thomson Plant that would reduce emissions.

On September 3, 2009, U. S. Steel's Mon Valley Clairton Plant incurred a catastrophic failure of its Desulfurization Plant. Because of this event, the Clairton, Edgar Thomson, and Irvin plants exceeded their sulfur limit for air emissions when burning coke oven gas. The Desulfurization Plant was inoperable from September 3, 2009 through early January 2010. On March 25, 2010, the ACHD issued an NOV and a Settlement Offer for the Statement of Violation for the Clairton Plant for the last three quarters of 2009, which included alleged violations attributable to the outage of the Desulfurization Plant. The NOV was settled in the second quarter of 2010 without admission of liability with a penalty payment of $61,225.

On October 8, 2009, Mon Valley Clairton Plant received an NOV from ACHD alleging that the Clairton Plant was culpable for hydrogen sulfide (H2S) Pennsylvania ambient air quality standard exceedances. The NOV requires U. S. Steel to submit a plan with milestones to reduce and minimize fugitive emissions of coke oven gas from the coke producing operations at Clairton including identification of coke oven gas emission sources and method of

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improved emission prevention and control. While U. S. Steel appealed the NOV on October 16, 2009, U. S. Steel submitted an Action Plan to ACHD that was required by the NOV. U. S. Steel and ACHD have performed H2S modeling and are in the process of evaluating all potential sources of H2S in the area. U. S. Steel and ACHD continue to meet and discuss resolution.

Midwest Plant

A former disposal area located on the east side of the Midwest Plant was designated a SWMU (East Side SWMU) by IDEM before U. S. Steel acquired this plant from National Steel Corporation. After the acquisition, U. S. Steel conducted further investigations of the East Side SWMU. As a result, U. S. Steel has submitted a Closure Plan to IDEM recommending consolidation and "in-place" closure of the East Side SWMU. IDEM approved the Closure Plan in January 2010. Implementation of the Closure Plan began during the third quarter of 2010. The remaining cost to close the East Side SWMU is expected to be approximately $1 million and was recorded as an accrued liability as of December 31, 2010.

Fairless Plant

In January 1992, U. S. Steel commenced negotiations with EPA regarding the terms of an Administrative Order on consent, pursuant to RCRA, under which U. S. Steel would perform an RFI and a CMS at our Fairless Plant. A Phase I RFI report was submitted during the third quarter of 1997. A Phase II/III RFI will be submitted following EPA approval of the Phase I report. While the RFI/CMS will determine whether there is a need for, and the scope of, any remedial activities at the Fairless Plant, U. S. Steel continues to maintain interim measures at the Fairless Plant and has completed investigation activities on specific parcels. No remedial activities are contemplated as a result of the investigations of these parcels. The cost to U. S. Steel to continue to maintain the interim measures and develop a Phase II/III RFI Work Plan is estimated to be $546,000. It is reasonably possible that additional costs of as much as $25 to $45 million may be incurred at this site in combination with four other projects. See Note 27 to the Financial Statements "Contingencies and Commitments – Environmental Matters – Remediation Projects – Projects with Ongoing Study and Scope Development."

Fairfield Works

A consent decree was signed by U. S. Steel, EPA and the U.S. Department of Justice (DOJ) and filed with the United States District Court for the Northern District of Alabama (United States of America v. USX Corporation) on December 11, 1997. In accordance with the consent decree, U. S. Steel paid a civil penalty of $1 million, completed two supplemental environmental projects at a cost of $1.75 million and initiated a RCRA corrective action program at the Fairfield Works facility. The Alabama Department of Environmental Management (ADEM) with the approval of EPA assumed primary responsibility for regulation and oversight of the RCRA corrective action program at Fairfield Works. ADEM is currently reviewing the Phase II RFI work plan. The remaining cost to develop and implement the Phase II RFI work plan is estimated to be $702,000. U. S. Steel completed the investigation and remediation of the Lower Opossum Creek which was performed under a joint agreement with Beazer, Inc. In 2006, U. S. Steel completed the remediation of Upper Opossum Creek at a cost of $2.95 million, with a remaining contingency of $18,000. In January 1999, ADEM included the former Ensley facility site in Fairfield Corrective Action. In 2007, U. S. Steel completed the remediation of approximately two acres of land at the former Ensley coke plant. As of December 31, 2010, costs to complete the remediation of this area have amounted to $1.3 million. An additional $49,000 remains accrued for project contingencies at Ensley with an additional $65,000 accrued for an environmental assessment of contiguous properties. In total, the accrued liability for the projects described above was approximately $1 million as of December 31, 2010, based on estimated remaining costs. It is reasonably possible that additional costs of as much as $25 to $45 million may be incurred at this site in combination with four other projects. See Note 27 to the Financial Statements "Contingencies and Commitments – Environmental Matters – Remediation Projects – Projects with Ongoing Study and Scope Development."

Lorain Tubular Operations

In September 2006, U. S. Steel received a letter from the Ohio Environmental Protection Agency (Ohio EPA) inviting U. S. Steel to enter into discussions about RCRA Corrective Action at Lorain Tubular Operations. Those discussions resulted in the identification of ten SWMUs and three Areas of Concern (AOC) requiring further investigation and evaluation. In addition, U. S. Steel notified Ohio EPA in August 2009 of an additional SWMU

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based upon its' field observations and a preliminary assessment. A Phase I RFI on the identified SWMUs and AOCs is complete and under review by Ohio EPA. As of December 31, 2010, U. S. Steel has spent $574,000 on studies at this site. Costs to complete additional studies are estimated to be $416,000. It is reasonably possible that additional costs of as much as $25 to $45 million may be incurred at this site in combination with four other projects. See Note 27 to the Financial Statements "Contingencies and Commitments – Environmental Matters – Remediation Projects – Projects with Ongoing Study and Scope Development."

On November 16, 2010, OEPA issued an NOV to USS Lorain Tubular for allegedly not submitting a complete and timely NOx RACT study, as required by OEPA RACT rules. While OEPA has not made a penalty demand to date, OEPA has alleged that a complete NOx RACT study was required to be submitted by December 22, 2008, but it did not receive U. S. Steel's until July 24, 2009. To comply with OEPA NOx RACT rules, U. S. Steel will install ultra low NOx burners on the No. 4 seamless rotary furnace at an estimated capital expenditure of $3 million. U. S. Steel will commence construction on the ultra low NOx burners in mid-2011, with completion of the project in early 2012.

Great Lakes Works

On January 6, 2006, U. S. Steel received a proposed administrative consent order from the Michigan Department of Environmental Quality (MDEQ) that alleged violations of NPDES permits at the Great Lakes Works facility. On February 13, 2007, MDEQ and U. S. Steel agreed to a revised Administrative Consent Order (the Order) that resolves this matter. As required by the Order, U. S. Steel has paid a civil penalty of $300,000 and has reimbursed MDEQ $50,000 in costs. The Order identifies certain compliance actions that address the alleged violations. U. S. Steel has completed work on most of these compliance actions, and has initiated work on the others. One of the compliance actions addresses three river basins along the Detroit River and U. S. Steel has completed the corrective measure necessary to remove historical basin sediments from these areas. As of December 31, 2010, $1.8 million has been spent on the project. In addition, $161,000 remains accrued for possible additional requirements to obtain MDEQ approval. Work to modify the Cold Mill Wastewater Treatment Plant by rehabilitating four clarifiers, two wastewater conveyance pipelines, and the computer control system has been completed.

On October 5, 2009, after an inspection of Great Lakes Works and receiving responses to its 114 Request, as part of EPA Region V's regional enforcement initiative, U. S. Steel received an NOV/FOV from EPA Region V alleging that Great Lakes Works violated casthouse roof monitor and baghouse opacity limits; slag pit opacity limits; Basic Oxygen Process roof monitor opacity limits; and certain permit recordkeeping and parametric monitoring requirements. Great Lakes Works has met with EPA regarding the alleged violations and continues to negotiate resolution of the matter. EPA advised U. S. Steel that it has referred the matter to the DOJ.

Granite City Works

U. S. Steel received two NOVs, dated February 20, 2004 and March 25, 2004, for air violations at the coke batteries, the blast furnace and the steel shop at our Granite City Works facility. All of the issues have been resolved except for an issue relating to air emissions that occurs when coke is pushed out of the ovens, for which a compliance plan has been submitted to the Illinois Environmental Protection Agency (IEPA). IEPA referred the two NOVs to the Illinois Attorney General's Office for enforcement. On September 14, 2005, the Illinois Attorney General filed a complaint in the Madison County Circuit Court, titled People of the State of Illinois ex. rel. Lisa Madigan vs. United States Steel Corporation, which included the issues raised in the two NOVs. In December 2006, IEPA added to its complaint by adding a release of coke oven gas in February 2006. In October 2007, the Court entered a Second Supplemental Complaint in which IEPA added alleged violations regarding excessive opacity emissions from the blast furnace, and incorrect sulfur dioxide (SO 2 ) emission factors regarding blast furnace gas emissions. On December 18, 2007, U. S. Steel entered into a Consent Order with the Illinois Attorney General and IEPA that resolved the Complaint, as supplemented. The Order required that U. S. Steel: (1) pay a penalty of $300,000, which U. S. Steel paid on January 10, 2008; (2) demonstrate compliance with Coke Oven Pushing Operations in accordance with the compliance schedule provided in the Order; (3) comply with the basic oxygen furnace (BOF) opacity emissions in accordance with the schedule provided in the Order; and (4) submit to IEPA a revised permit application with the correct SO 2 emission factors, which U. S. Steel submitted in January 2008. In December 2009, U. S. Steel and the Illinois Attorney General, by order of the Court, modified the Consent Order to establish a March 31, 2011 deadline for U. S. Steel to demonstrate compliance with existing standards at the BOF.

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At Granite City Works, U. S. Steel and Gateway Energy & Coke Company, LLC (Gateway), a subsidiary of SunCoke Energy, Inc., have agreed with two environmental advocacy groups to establish an Environmental Trust Fund (Trust), which requires the permittees (U. S. Steel and Gateway) to collectively deposit $1.0 million by September 30 th of each year, beginning September 30, 2008 and ending September 30, 2012. The capital contributions and all net income of the Trust are to be used for the purposes of promoting energy efficiency, greenhouse gas reductions and PM2.5 emission reduction, to be implemented in the community, including the Granite City municipality, local schools, parks and library districts. To date, U. S. Steel and Gateway have paid the first three of five installments towards the fund.

On February 2, 2009, U. S. Steel received an NOV from IEPA alleging approximately 16 separate violations. Specifically, IEPA alleged that Granite City Works: inappropriately charged a battery while off the collecting mains because of (1) damaged coke guides on one occasion and (2) derailment of the pushing control system on two occasions; failed to perform some monthly and quarterly inspections required by Iron & Steel Maximum Achievable Control Technology (MACT) standards or Coke MACT standards; failed to initiate repairs within 30 days after recording that the baffles on the quench tower were damaged on the monthly inspection report; failed to adequately wash the baffles on the quench tower per the MACT standard; inappropriately used the emergency pour station at the BOP during routine, non-emergency maintenance; failed to sufficiently apply a wetting agent to the slag from BF-A to minimize fugitive emissions while loading trucks and failed to update and properly implement its Fugitive Dust Program. Resolution of the issues identified in the NOV continues to be negotiated with IEPA. On November 16, 2009, Granite City Works received a notice of intent to pursue legal action regarding the alleged violations from IEPA. U. S. Steel last met with IEPA on December 8, 2009 to discuss resolution.

On March 17, 2009, U. S. Steel received an NOV from IEPA alleging the following at Granite City Works: door leaks from B Battery; volatile organic compounds from pressure relief valves from gas blanketing tank; coke by products process unit and information (lacking); failure to report retagging project for benzene in service equipment; and failure to maintain records for benzene in service equipment repairs. IEPA has not made a penalty demand to date. Resolution of the issues identified in the NOV continues to be negotiated with IEPA. On November 16, 2009, Granite City Works received a notice of intent to pursue legal action regarding the alleged violations from IEPA. U. S. Steel last met with IEPA on December 8, 2009 to discuss resolution and the issue has been referred to the Attorney General for resolution.

In late January 2009, Granite City Works exceeded its natural gas usage and corresponding emission limits for 2008 at designated combustion units, including boilers and ladle drying. A notification letter was submitted to IEPA by U. S. Steel on January 30, 2009. Per U. S. Steel's January 30, 2009 correspondence, U. S. Steel provided a Compliance Plan regarding fuel use and fuel balance to IEPA on February 28, 2009. IEPA has not responded to the self-reported violations or made any penalty demand.

On October 5, 2009, U. S. Steel received an NOV/FOV from EPA Region V alleging that Granite City Works: failed to apply for and obtain a Prevention of Signficant Deterioration/New Source Review permit for the 1994 B Blast Furnace reline (while the furnace was owned by National Steel Corporation); exceeded BOP roof monitor opacity limits, exceeded blast furnace casthouse roof monitor opacity limits; and failed to complete certain permit recordkeeping and parameteric monitoring requirements. Granite City Works has met with EPA regarding the alleged violations and continues to negotiate resolution of the matter. EPA advised U. S. Steel that it has referred the matter to the Department of Justice.

On July 1, 2010, U. S. Steel entered into a Memorandum of Understanding (MOU) with the Illinois EPA that requires the Granite City Works to achieve reductions in emissions of particulate matter. U. S. Steel will evaluate and install appropriate controls to achieve this purpose. To complete the obligations pursant to the MOU, U. S. Steel anticipates incurring a capital expenditure of approximately $30 million to install additional pollution controls at the Basic Oxygen Furnace.

On August 19, 2010, U. S. Steel notified the Illinois EPA (IEPA) that it could not certify compliance with air emission requirements for the coke plant with regards to coke doors and the coke scrubber car. U. S. Steel submitted compliance plans indicating that it would make repairs to the coke oven doors, certify compliance by February 28, 2011, evaluate the heating system and scrubber car by November 30, 2010 and update the compliance plan after the results of the evaluation are known. On November 8, 2010, U. S. Steel received a

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Violation Notice from the IEPA alleging violations for coke oven door leaks and non-compliance for coke scrubber car. To date, no penalty demand has been made by IEPA regarding this matter. U. S. Steel and IEPA plan to meet to discuss resolution of the Violation Notice during the first quarter of 2011. U. S. Steel has completed its self-imposed obligations pursuant to the schedule it submitted to IEPA and plans to certify compliance by February 28, 2011.

To comply with the Illinois State NOx RACT rule, U. S. Steel will install Flue Gas Recirculation and Continuous Emission Monitors on Boilers 11 and 12 at Granite City Works, at a capital expenditure of approximately $3 million. U. S. Steel will also install a NOx continuous emissions monitor for the slab reheat furnaces at a capital expenditure of approximately $1 million.

Geneva Works

At U. S. Steel's former Geneva Works, liability for environmental remediation, including the closure of three hazardous waste impoundments and facility-wide corrective action, has been allocated between U. S. Steel and the current property owner pursuant to an asset sales agreement and a permit issued by the Utah Department of Environmental Quality. U. S. Steel has developed and implemented several different work plans and as of December 31, 2010, U. S. Steel has spent $17.1 million to complete remediation on certain areas of the site. Having completed the investigation on a majority of the remaining areas identified in the permit, U. S. Steel has determined that the most effective means to address the remaining impacted material is to manage those materials in a previously approved on-site Corrective Action Management Unit (CAMU). U. S. Steel has recorded a liability of $66 million as of December 31, 2010, for our estimated share of the remaining costs of remediation, including the construction, waste management, closure and post closure of a CAMU.

USS-POSCO Industries (UPI)

At UPI, a joint venture between subsidaries of U. S. Steel and POSCO Industries, corrective measures have been implemented for the majority of the former SWMUs. Prior to the formation of UPI, U. S. Steel owned and operated the Pittsburg, California facility and retained responsibility for the existing environmental conditions. Seven SWMUs remain at the facility, five of which require further remediation. Two SWMUs may not require further action pending a No Further Action decision by the California Department of Toxic Substances Control (DTSC). Of the five SWMUs requiring remediation, investigatory work has been completed at a coal tar pitch impacted soils area and a remedial workplan has been submitted to DTSC. U. S. Steel has also completed the investigation of the impacted groundwater SWMU at the former wire mill and expects an engineered remedial design plan to be ready for submission to the agency in 2011. Investigation of the three remaining SWMUs within the facility where arsenic impacted soils and groundwater have been delineated are ongoing and discussions with the DTSC regarding possible future corrective measures for these three SWMUs are in progress. While it is likely that corrective measures will be required at these SWMUs, it is not possible at this time to define a scope or estimate costs for what may be required by DTSC. It is reasonably possible that additional costs of as much as $25 to $45 million may be incurred at this site in combination with four other projects. See Note 27 to the Financial Statements "Contingencies and Commitments – Environmental Matters – Remediation Projects – Projects with Ongoing Study and Scope Development."

Other

On December 20, 2002, U. S. Steel received a letter from the Kansas Department of Health & Environment (KDHE) requesting U. S. Steel's cooperation in cleaning up the National Zinc site located in Cherryvale, Kansas, a former zinc smelter operated by Edgar Zinc from 1898 to 1931. In April 2003, U. S. Steel and Salomon Smith Barney Holdings, Inc. (SSB) entered into a consent order to conduct an investigation and develop remediation alternatives. Implementation of the preferred remedy was essentially completed in late 2007. The respondents are finalizing the Removal Action Summary report by addressing some minor site maintenance issues, deed restrictions and operating and maintenance plans for approval by KDHE. U. S. Steel and SSB continue to work with KDHE to address site maintenance issues. At December 31, 2010, an accrual of $174,000 remains available for these project contingencies.

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On January 23, 2006, KDHE sent a letter to U. S. Steel requesting that U. S. Steel address a former zinc smelter site in Girard, Kansas. U. S. Steel completed a site investigation and submitted a Corrective Action Study (CAS) necessary to address the impacted soils at this site. KDHE approved the CAS on November 17, 2009. On September 13, 2010, KDHE issued a Corrective Action Decision based upon U. S. Steel's recommended remedial measure. In addition, a Consent Agreement and Final Order, through which the remediation will be conducted, was signed by U. S. Steel on December 21, 2010, and is now awaiting execution by KDHE. As of December 31, 2010, U. S. Steel has an accrued liability of $1 million to conduct the remedial measure as proposed in the CAS.

In January of 2004, U. S. Steel received notice of a claim from the Texas Commission on Environmental Quality (TCEQ) and notice of claims from citizens of a cap failure at the Dayton Landfill. U. S. Steel, Lubrizol and ExxonMobil are the largest PRPs at the site and agreed to equally share costs for investigating the site. U. S. Steel's allocated share has been adjusted to approximately 16 percent. The Remedial Action Plan for the site was approved by TCEQ in June 2009. On December 10, 2009, pursuant to the Texas Solid Waste Disposal Act, U. S. Steel, Lubrizol and ExxonMobil filed a contribution/cost of recovery action against approximately 50 parties. Settlement negotiations are pending. Implementation of remedial measures is expected to begin in the first quarter of 2011 The accrued liability for U. S. Steel's share to implement the remedial measure with long term monitoring was approximately $2 million as of December 31, 2010.

The Canadian and Ontario governments have identified a sediment deposit, commonly referred to as Randle's Reef, in Hamilton Harbor near USSC's Hamilton Works for remediation, for which the regulatory agencies estimate expenditures of approximately C$105 million (approximately $105 million). The national and provincial governments have each allocated C$30 million (approximately $30 million) for this project and they have stated that they will be looking for local sources, including industry, to fund C$30 million (approximately $30 million). USSC has committed C$7 million (approximately $7 million) as its contribution. Funding sources for the balance of the estimated project cost remain to be identified and additional contributions are being sought.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of U. S. Steel and their ages as of February 1, 2011, are as follows:

Name		Age				Title		Executive Officer Since
George F. Babcoke			54			Senior Vice President – European Operations & Global Operations Services		March 1, 2008
James D. Garraux			58			General Counsel & Senior Vice President – Corporate Affairs		February 1, 2007
Gretchen R. Haggerty			55			Executive Vice President & Chief Financial Officer		December 31, 2001
David H. Lohr			57			Senior Vice President – Strategic Planning, Business Services & Administration		June 1, 2008
John P. Surma			56			Chairman of the Board of Directors and Chief Executive Officer		December 31, 2001
Susan M. Suver			51			Vice President – Human Resources		November 1, 2007
Gregory A. Zovko			49			Vice President & Controller		April 1, 2009

All of the executive officers mentioned above have held responsible management or professional positions with U. S. Steel or our subsidiaries for more than the past five years, with the exception of Ms. Suver. Prior to joining U. S. Steel, Ms. Suver served as corporate vice president, Global Human Resources for Arrow Electronics, Inc.

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(Arrow), a $12 billion global provider of industrial and commercial electronic components and computer products. She joined Arrow in 2001 as vice president, Global Organizational Development. Prior to that, she served as vice president, Organization Effectiveness and Communication for Phelps Dodge Corporation.

Messrs. Garraux and Surma and Ms. Haggerty will hold office until the annual election of executive officers by the Board of Directors following the next Annual Meeting of Stockholders, or until his or her earlier resignation, retirement or removal. Messrs. Babcoke, Lohr, and Zovko and Ms. Suver will hold office until their resignation, retirement or removal.

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PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Information

The principal market on which U. S. Steel common stock is traded is the New York Stock Exchange. U. S. Steel common stock is also traded on the Chicago Stock Exchange. Information concerning the high and low sales price for the common stock as reported in the consolidated transaction reporting system and the frequency and amount of dividends paid during the last two years is set forth in "Selected Quarterly Financial Data (Unaudited)" on page F-57.

As of January 31, 2011, there were 19,134 registered holders of U. S. Steel common stock.

The Board of Directors intends to declare and pay dividends on U. S. Steel common stock based on the financial condition and results of operations of U. S. Steel, although it has no obligation under Delaware law or the U. S. Steel Certificate of Incorporation to do so. Dividends are declared by U. S. Steel on a quarterly basis. For all four quarters in 2010, the dividend declared per share of U. S. Steel common stock was $.05. For the first quarter of 2009, the dividend declared per share of U. S. Steel common stock was $.30 and for the second, third and fourth quarters of 2009, the dividend declared was $.05. Dividends on U. S. Steel common stock are limited to legally available funds.

Shareholder Return Performance

The graph below compares the yearly change in cumulative total shareholder return of our common stock with the cumulative total return of the Standard & Poor's (S&P's) 500 Stock Index and the S&P Steel Index. The S&P Steel Index is comprised of U. S. Steel, Nucor Corporation, Allegheny Technologies Incorporated and Worthington Industries, Inc.

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Recent Sales of Unregistered Securities

U. S. Steel had no sales of unregistered securities during the period covered by this report.

Item 6. SELECTED FINANCIAL DATA

Dollars in millions (except per share data)
		2010								2009								2008								2007 (a)								2006
Statement of Operations Data:
Net sales (b)		$	17,374							$	11,048							$	23,754							$	16,873							$	15,715
(Loss) income from operations (c)			(111	)							(1,684	)							3,069								1,213								1,785
Net (loss) income attributable to United States Steel Corporation (c)			(482	)							(1,401	)							2,112								879								1,374
Per Common Share Data:
Net (loss) income attributable to United States Steel Corporation (d) – basic			(3.36	)							(10.42	)							18.04								7.44								11.88
– diluted			(3.36	)							(10.42	)							17.96								7.40								11.18
Dividends per share declared and paid			0.20								0.45								1.10								0.80								0.60
Balance Sheet Data – December 31:
Total assets		$	15,350							$	15,422							$	16,087							$	15,632							$	10,586
Capitalization:
Debt (e)		$	3,733							$	3,364							$	3,145							$	3,257							$	1,025
United States Steel Corporation stockholders' equity			3,851								4,676								4,895								5,531								4,365
Total capitalization		$	7,584							$	8,040							$	8,040							$	8,788							$	5,390

(a)	Includes Lone Star facilities from the date of acquisition on June 14, 2007 and USSC from the date of acquisition on October 31, 2007.

(b)

For discussion of changes between the years 2010, 2009 and 2008, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The increase in net sales from 2007 to 2008 primarily resulted from higher average realized prices and increased shipments, primarily due to the inclusion of USSC and Lone Star for all of 2008. The increase in net sales from 2006 to 2007 primarily resulted from higher average realized prices for flat-rolled products in the U.S. and Europe (including favorable foreign currency effects) and higher shipments of flat-rolled and tubular products in the U.S.

(c)

For discussion of changes between the years 2010, 2009 and 2008, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The increase from 2007 to 2008 mainly resulted from higher prices and shipments for both Flat-rolled and Tubular, due in part to the inclusion of the results for facilities acquired from Lone Star and Stelco for the entire year for 2008. This increase was partially offset by higher costs for raw materials and energy as well as higher accruals for profit-based payments. The decrease from 2006 to 2007 mainly resulted from higher raw materials and outage-related costs in the U.S. and Europe, increased maintenance costs in the U.S., lower average realized prices for tubular products in the U.S. and unfavorable inventory transition effects related to inventory acquired from Lone Star and Stelco. These were partially offset by higher prices for flat-rolled products in the U.S. and Europe.

(d)	See Note 8 to the Financial Statements for the basis of calculating earnings per share.

(e)

For discussion of changes between the years 2010 and 2009 see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." The increase from 2008 to 2009 was mainly due to our public offering in May 2009 of $863 million principal amount of Senior Convertible Notes due 2014, partially offset by the repayment of $655 million outstanding under our three-year term loan due October 2010 and five-year term loan due May 2012. The increase from 2006 to 2007 primarily resulted from new debt issued to fund the acquisitions of USSC and Lone Star.

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Financial Statements and related notes that appear elsewhere in this document.

Certain sections of Management's Discussion and Analysis include forward-looking statements concerning trends or events potentially affecting the businesses of U. S. Steel. These statements typically contain words such as "anticipates," "believes," "estimates," "expects" or similar words indicating that future outcomes are not known with certainty and are subject to risk factors that could cause these outcomes to differ significantly from those projected. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in forward-looking statements. For discussion of risk factors affecting the businesses of U. S. Steel see "Item 1A – Risk Factors" and "Supplementary Data – Disclosures About Forward-Looking Statements."

Overview

U. S. Steel, the eleventh largest steel producer in the world and the largest integrated steel producer headquartered in North America, has a broad and diverse mix of products and customers. U. S. Steel uses iron ore, coal, coke, steel scrap, zinc, tin and other metallic additions to produce a wide range of flat-rolled and tubular steel products, concentrating on value-added steel products for customers with demanding technical applications in the automotive, appliance, container, industrial machinery, construction and oil, gas and petrochemical industries. In addition to our facilities in the United States, U. S. Steel has significant operations in Canada through U. S. Steel Canada (USSC) and in Europe through U. S. Steel Košice (USSK), located in Slovakia, and U. S. Steel Serbia (USSS), located in Serbia. U. S. Steel's financial results are primarily determined by the combined effects of shipment volume, selling prices, production costs and product mix. While the operating results of our various businesses are affected by a number of business-specific factors (see "Item 1. Business – Steel Industry Background and Competition"), the primary drivers for U. S. Steel are general economic conditions in North America, Europe and, to a lesser extent, other steel-consuming regions; the levels of worldwide steel production and consumption; pension and other benefits costs; and raw material (iron ore, coal, coke, steel scrap, zinc, tin and other metallic additions) and energy (natural gas and electricity) costs.

Following several years of strong performance, the steel industry and U. S. Steel were quickly and severely affected in the latter part of 2008 by the global recession. In response to these economic conditions, our strategy has been to enhance or maintain our liquidity, maintain a solid balance sheet, focus capital investments on key projects of long-term strategic importance and position ourselves for success in the longer term. In late 2008 and early 2009, we idled all or portions of numerous steel making, finishing, raw materials and tubular operations in the U.S., Canada and Europe and operated our remaining facilities at reduced levels to match our customers' lower demand requirements. In response to the gradual economic recovery that appears to be underway in North America and Europe, in the first half of 2010 we restarted all of our operations that were temporarily idled. Our Hamilton Works iron and steelmaking facilities are idled as a result of a labor stoppage that occurred on November 7, 2010 and is continuing. We continue to monitor the impact of the economic situation on our customers and to adjust our operations to efficiently meet their requirements. Our raw steel capability utilization rate in 2010 was 76% for Flat-rolled operations and 82% for USSE operations.

U. S. Steel's long-term success depends on our ability to earn a competitive return on capital employed by implementing our strategy to be a world leader in safety and environmental performance; to continue to increase our value-added product mix; to further expand our global business platform; to maintain a strong capital structure, balance sheet and liquidity position; to continue to improve our reliability and cost competitiveness; and to attract and retain a diverse and talented workforce. For a fuller description of our strategy, see "Item 1. Business Description – Business Strategy." Some of the other key issues which are impacting the global steel industry, including U. S. Steel, are the level of unfunded pension and other benefits obligations; the degree of industry consolidation; the impact of production and consumption of steel in China and other developing countries; and the levels of steel imports into the markets we serve.

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Critical Accounting Estimates

Management's discussion and analysis of U. S. Steel's financial condition and results of operations is based upon U. S. Steel's financial statements, which have been prepared in accordance with accounting standards generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end, and the reported amount of revenues and expenses during the year. Management regularly evaluates these estimates, including those related to employee benefits liabilities and assets held in trust relating to such liabilities; the carrying value of property, plant and equipment; goodwill and intangible assets; valuation allowances for receivables, inventories and deferred income tax assets; liabilities for deferred income taxes, potential tax deficiencies, environmental obligations and potential litigation claims and settlements. Management's estimates are based on historical experience, current business and market conditions, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from current expectations under different assumptions or conditions.

Management believes that the following are the more significant judgments and estimates used in the preparation of the financial statements.

Inventories – Inventories are carried at the lower of cost or market.

LIFO (last-in, first-out) is the predominant method of inventory costing for inventories in the United States and FIFO (first-in, first-out) is the predominant method used in Canada and Europe. The LIFO method of inventory costing was used for 48 percent and 49 percent of consolidated inventories at December 31, 2010 and December 31, 2009, respectively. Changes in U.S. GAAP rules or tax law, such as the elimination of the LIFO method of accounting for inventories, could negatively affect our profitability and cash flow.

Equity Method Investments – Investments in entities over which U. S. Steel has significant influence are accounted for using the equity method of accounting and are carried at U. S. Steel's share of net assets plus loans, advances and our share of earnings less distributions. Differences in the basis of the investment and the underlying net asset value of the investee, if any, are amortized into earnings over the remaining useful life of the associated assets.

Income from investees includes U. S. Steel's share of income from equity method investments, which is generally recorded a month in arrears, except for significant and unusual items which are recorded in the period of occurrence. Gains or losses from changes in ownership of unconsolidated investees are recognized in the period of change. Intercompany profits and losses on transactions with equity investees have been eliminated in consolidation subject to lower of cost or market inventory adjustments.

U. S. Steel evaluates impairment of its equity method investments whenever circumstances indicate that a decline in value below carrying value is other than temporary. Under these circumstances, we would adjust the investment down to its estimated fair value, which then becomes its new carrying value.

Pensions and Other Benefits – The recording of net periodic benefit costs for defined benefit pensions and other benefits is based on, among other things, assumptions of the expected annual return on plan assets, discount rate, escalation or other changes in retiree health care costs and plan participation levels. Changes in the assumptions or differences between actual and expected changes in the present value of liabilities or assets of U. S. Steel's plans could cause net periodic benefit costs to increase or decrease materially from year to year as discussed below.

U. S. Steel's investment strategy for its U.S. pension and other benefits plan assets provides for a diversified mix of large and mid-cap equities, high quality bonds and selected smaller investments in private equities, investment trusts, timber and mineral interests. For its U.S. pension plans, U. S. Steel has a target allocation for plan assets of 60 percent equities with the balance primarily invested in corporate bonds and government-backed bonds and Treasury bills. For the Other Benefit plans, the target allocation for plan assets is 65 percent equities. U. S. Steel

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also believes that returns on equities over the long term will be higher than returns from fixed-income securities as actual historical returns from U. S. Steel's trusts have shown. Returns on bonds tend to offset some of the shorter-term volatility of stocks. Both equity and fixed-income investments are made across a broad range of industries and companies to provide protection against the impact of volatility in any single industry as well as company specific developments. U. S. Steel is currently using an 8.00 percent assumed rate of return for purposes of the expected return on assets for the development of net periodic cost for the main defined benefit pension plan and Other Benefits. This rate was chosen by taking into account the intended asset mix and the historical premiums that fixed-income and equity investments have yielded above government bonds. Actual returns since the inception of the plans have exceeded this 8.00 percent rate and while 2008 annual returns were below this level, 2009 and 2010 have returned to this level and it is U. S. Steel's expectation that future periods will approximate this rate. For Canadian defined benefit pension plans, U. S. Steel's investment strategy is similar to its strategy for U.S. plans, whereby the Company seeks a diversified mix of large and mid-cap equities, high quality corporate and government bonds and selected smaller investments with a target allocation for plan assets of 65 percent equities. A 7.50 percent rate of return is being used for the development of net periodic costs in 2011 which is lower than the U.S. pension plan assumption as subcategories within the asset mix are from a more limited investment universe and, as a result, have a lower expected return.

At December 31, 2010, U. S. Steel decreased the discount rate used to measure both domestic pension and other benefits obligations to 5.0 percent from 5.5 percent. The discount rate reflects the current rate at which we estimate the pension and other benefits liabilities could be effectively settled at the measurement date. In setting the domestic rates, we utilize several AAA and AA corporate bond indices as an indication of interest rate movements and levels, and we also look to an internally calculated rate determined by matching our expected benefit payments to payments from a stream of AA or higher rated zero coupon corporate bonds theoretically available in the marketplace. For Canadian benefit plans, a discount rate was selected through a similar review process using Canadian bond rates and indices and at December 31, 2010, U. S. Steel decreased the discount rate to 5.0 percent from 6.0 percent for its Canadian-based pension and other benefits.

U. S. Steel reviews its own actual historical rate experience and expectations of future insurance trends to determine the escalation of per capita health care costs under U. S. Steel's insurance plans. About two thirds of our costs for the domestic USW participants' retiree health benefits in the Company's main domestic insurance plan are limited to a per capita dollar maximum calculation based on 2006 base year actual costs incurred under the main U. S. Steel insurance plan for USW participants (the "cost cap") that was negotiated in 2003. The effective date of the cost cap was deferred under the 2008 CBA until 2013. After 2013, the company's costs for a majority of USW retirees and their beneficiaries are expected to remain fixed with the application of the cost cap and as a result, the cost impact of health care escalation on the Company is projected to be limited for this group (See Footnote 19 to the Financial Statements). For measurement of its domestic retiree medical plans where health care cost escalation is applicable, U. S. Steel has assumed an initial escalation rate of 8.0 percent for 2011. This rate is assumed to decrease gradually to an ultimate rate of 5.0 percent in 2016 and remain at that level thereafter. For measurement of its Canadian retiree medical plans, U. S. Steel has assumed an initial escalation rate of 6.3 percent for 2011. This rate is assumed to decrease gradually to an ultimate rate of 5.0 percent in 2014 and remain at that level thereafter.

Net periodic pension cost, including multiemployer plans, is expected to total approximately $430 million in 2011 compared to $276 million in 2010. The increase in expected expense in 2011 is primarily related to lower expected asset returns and higher amortization of actuarial losses caused by a lower market-related value of assets from the recognition of remaining equity losses from 2008. Total other benefits costs in 2011 are expected to be approximately $160 million, compared to $152 million in 2010.

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A sensitivity analysis of the projected incremental effect of a hypothetical  1 / 2 percentage point change in the significant assumptions used in the pension and other benefits calculations is provided in the following table:

		Hypothetical Rate Increase (Decrease)
(In millions of dollars)		1/2%				(1/2%)
Expected return on plan assets
Incremental increase (decrease) in:
Net periodic pension cost for 2011		$	(48	)		$	48
Discount rate
Incremental increase (decrease) in:
Net periodic pension & other benefits costs for 2011		$	(34	)		$	35
Pension & other benefits liabilities at December 31, 2010		$	(668	)		$	725
Health care cost escalation trend rates
Incremental increase (decrease) in:
Service and interest cost components for 2011		$	16			$	(14	)

Changes in the assumptions for expected annual return on plan assets and the discount rate do not impact the funding calculations used to derive minimum funding requirements for the pension plans. For further cash flow discussion see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Cash Flows and Liquidity – Liquidity."

Goodwill and identifiable intangible assets – Goodwill represents the excess of the cost over the fair value of acquired identifiable tangible and intangible assets and liabilities assumed from businesses acquired. Goodwill is tested for impairment at the reporting unit level annually in the third quarter and whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation of impairment involves comparing the estimated fair value of the associated reporting unit to its carrying value, including goodwill.

We have two reporting units that have a significant amount of goodwill. Our Flat-rolled reporting unit was allocated goodwill from the Stelco, Inc. (Stelco) and Lone Star Technologies, Inc. (Lone Star) acquisitions in 2007. These amounts reflect the benefits we expect the Flat-rolled reporting unit to realize from expanding our flexibility in meeting our customers' needs and running our Flat-rolled facilities at higher operating rates to source our semi-finished product needs. Our Texas Operations reporting unit, which is part of our Tubular operating segment, was allocated goodwill from the Lone Star acquisition, reflecting the benefits we expect the reporting unit to realize from the expansion of our tubular operations.

U. S. Steel completed its annual goodwill impairment test during the third quarter of 2010 and determined that there was no goodwill impairment for either reporting unit. Fair value was determined in accordance with the guidance in Accounting Standards Codification (ASC) Topic 820 on fair value, which requires consideration of the income, market and cost approaches as applicable.

For the 2010 annual goodwill impairment test, U. S. Steel used fair values estimated under the income approach and the market approach. U. S. Steel did not utilize the cost approach as relevant data was not available.

The income approach is based upon projected future cash flows discounted to present value using factors that consider the timing and risk associated with the future cash flows. Fair value for the Flat-rolled and Texas Operations reporting units was estimated using probability weighted scenarios of future cash flow projections based on management's long range estimates of market conditions over a multiple year horizon. A three percent perpetual growth rate was used to arrive at an estimated future terminal value. A discount rate of 10.5 percent was used for both reporting units, which was based upon the cost of capital of other comparable steel companies, which we view as the most likely market participants, as of the date of our goodwill impairment test.

The market approach is based upon an analysis of valuation metrics for companies comparable to our reporting units. Fair value for the Flat-rolled and Texas Operations reporting units was estimated using an appropriate valuation multiple based on this analysis, estimated normalized earnings and an estimated control premium.

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In order to validate the reasonableness of the estimated fair values of our reporting units, a reconciliation of the aggregate fair values of all reporting units to market capitalization, using a reasonable control premium, was performed as of the valuation date. We further validated the reasonableness of the estimated fair values of our reporting units using other valuation metrics that included data from U. S. Steel's historical transactions as well as published industry analyst reports.

The estimates of fair value of a reporting unit under the income approach are determined based on a discounted cash flow analysis. A discounted cash flow analysis requires us to make various judgmental assumptions, including assumptions about the timing and amount of future cash flows, growth rates and discount rates. If business conditions deteriorate or other factors have an adverse effect on our estimates of discounted future cash flows or assumed growth rates, or if we experience a sustained decline in our market capitalization, future tests of goodwill impairment may result in an impairment charge.

As of December 31, 2010, the Flat-rolled and Texas Operations reporting units have $922 million and $834 million of goodwill, respectively. After weighting the income and market approaches, the 2010 annual goodwill impairment test showed that the estimated fair values of our Flat-rolled and Texas Operations reporting units exceeded their carrying values by approximately $2 billion and $400 million, respectively. A 100 basis point increase in the discount rate, a critical assumption in which even a minor change can have a significant impact on the estimated fair value of the reporting unit, would decrease the fair value of the Flat-rolled and Texas Operations reporting units by approximately $1.5 billion and $260 million, respectively, but would still not result in a goodwill impairment charge.

U. S. Steel has determined that certain acquired intangible assets have indefinite useful lives. These assets are reviewed for impairment annually and whenever events or circumstances indicate that the carrying value may not be recoverable.

Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable.

Long-lived assets – U. S. Steel evaluates long-lived assets, including property, plant and equipment and finite-lived intangible assets for impairment whenever changes in circumstances indicate that the carrying amounts of those productive assets exceed their projected undiscounted cash flows. We evaluate the impairment of long-lived assets at the asset group level.

Taxes – U. S. Steel records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. A full valuation allowance is recorded for both our Canadian and Serbian deferred tax assets primarily due to cumulative losses in these jurisdictions in recent years. Accordingly, losses in Canada and Serbia do not generate a tax benefit for accounting purposes. In the event that U. S. Steel determines that it would be able to realize deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset valuation allowance would increase income in the period such determination was made. Likewise, should U. S. Steel determine that it would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance for deferred tax assets would be charged to income in the period such determination was made. U. S. Steel expects to generate future taxable income to realize the benefits of our net deferred tax assets.

U. S. Steel makes no provision for deferred U.S. income taxes on undistributed foreign earnings because as of December 31, 2010, it remained management's intention to continue to indefinitely reinvest such earnings in foreign operations. See Note 10 to the Financial Statements. Undistributed foreign earnings at December 31, 2010 amounted to approximately $2,937 million. If such earnings were not indefinitely reinvested, a U.S. deferred tax liability of approximately $880 million would have been required.

U. S. Steel records liabilities for potential tax deficiencies. These liabilities are based on management's judgment of the risk of loss for items that have been or may be challenged by taxing authorities. In the event that U. S. Steel were to determine that tax-related items would not be considered deficiencies or that items previously not considered to be potential deficiencies could be considered potential tax deficiencies (as a result of an audit, court case, tax ruling or other authoritative tax position), an adjustment to the liability would be recorded through income in the period such determination was made.

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Environmental Remediation – U. S. Steel provides for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs is reasonably determinable. Remediation liabilities are accrued based on estimates of known environmental exposures and are discounted in certain instances. U. S. Steel regularly monitors the progress of environmental remediation. Should studies indicate that the cost of remediation is to be more than previously estimated, an additional accrual would be recorded in the period in which such determination was made. As of December 31, 2010, the total accrual for environmental remediation was $198 million, excluding liabilities related to asset retirement obligations. Due to uncertainties inherent in remediation projects, it is possible that total remediation costs for active matters may exceed the accrued liability by as much as 15 to 30 percent.

Segments

U. S. Steel has three reportable operating segments: Flat-rolled Products (Flat-rolled), U. S. Steel Europe (USSE) and Tubular Products (Tubular). The results of several operating segments that do not constitute reportable segments are combined and disclosed in the Other Businesses category.

Effective with the fourth quarter of 2008, the operating results of our iron ore operations, which were previously included in Other Businesses, are included in the Flat-rolled segment. The iron ore operations are managed as part of our Flat-rolled segment, which consumes almost all of our iron ore production. Prior periods have been restated to reflect this change.

The Flat-rolled segment includes the operating results of U. S. Steel's North American integrated steel mills and equity investees involved in the production of slabs, rounds, strip mill plates, sheets and tin mill products, as well as all iron ore and coke production facilities in the United States and Canada. These operations primarily serve North American customers in the service center, conversion, transportation (including automotive), construction, container, and appliance and electrical markets. The steel rounds and a portion of the hot-rolled sheets produced by Flat-rolled are supplied to the Tubular segment.

Flat-rolled has annual raw steel production capability of 24.3 million tons. Raw steel production was 18.4 million tons in 2010, 11.7 million tons in 2009 and 19.2 million tons in 2008. Raw steel production averaged 76 percent of capability in 2010, 48 percent of capability in 2009 and 79 percent of capability in 2008.

The USSE segment includes the operating results of USSK, U. S. Steel's integrated steel mill and coke and other production facilities in Slovakia; USSS, U. S. Steel's integrated steel mill and other facilities in Serbia; and an equity investee located in Europe. USSE primarily serves customers in the European construction, service center, conversion, container, transportation (including automotive), appliance and electrical, and oil, gas and petrochemical markets. USSE produces and sells slabs, sheet, strip mill plate, tin mill products and spiral welded pipe, as well as heating radiators and refractory ceramic materials.

USSE has annual raw steel production capability of 7.4 million tons. USSE's raw steel production was 6.1 million tons in 2010, 5.1 million tons in 2009 and 6.4 million tons in 2008. USSE's raw steel production averaged 82 percent of capability in 2010, 69 percent of capability in 2009 and 87 percent of capability in 2008.

The Tubular segment includes the operating results of U. S. Steel's tubular production facilities, primarily in the United States, and equity investees in the United States and Brazil. These operations produce and sell seamless and electric resistance welded (ERW) steel casing and tubing (commonly known as oil country tubular goods or OCTG), standard and line pipe and mechanical tubing and primarily serve customers in the oil, gas and petrochemical markets. Tubular's annual production capability is 2.8 million tons.

All other U. S. Steel businesses not included in reportable segments are reflected in Other Businesses. These businesses include transportation services (railroad and barge operations) and real estate operations.

For further information, see Note 3 to the Financial Statements.

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Net Sales

(a)

includes Lone Star facilities from the date of acquisition on June 14, 2007 and USSC from the date of acquisition on October 31, 2007.

Net Sales by Segment

(Dollars in millions, excluding intersegment sales)		2010								2009								2008
Flat-rolled		$	10,848							$	6,814							$	13,789
USSE			3,989								2,944								5,487
Tubular			2,403								1,216								4,251
Total sales from reportable segments			17,240								10,974								23,527
Other Businesses			134								74								227
Net sales		$	17,374							$	11,048							$	23,754

Management's analysis of the percentage change in net sales for U. S. Steel's reportable business segments is set forth in the following tables:

Year Ended December 31, 2010 versus Year Ended December 31, 2009

		Steel Products (a)
	Volume								Price								Mix								FX (b)								Coke & Other												Net Change
Flat-rolled			44	%							12	%							1	%							1	%							1	%											59	%
USSE			22	%							22	%							-3	%							-7	%							1	%											35	%
Tubular			128	%							-36	%							4	%															2	%											98	%

(a)

Excludes intersegment sales

(b)

Foreign currency translation effects

The increase in sales for the Flat-rolled segment primarily reflected increased shipments (up 5.4 million net tons) and higher average realized prices (up $24 per net ton). The increase in sales for the European segment was primarily due to increased shipments (up 1.0 million net tons) and higher average realized euro-based prices (up € 74 per net ton) partially offset by unfavorable changes in foreign currency translation impacts and a lower value-added product mix. The increase in sales for the Tubular segment resulted primarily from increased shipments (up 894 thousand net tons) partially offset by lower average realized prices (down $261 per net ton).

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Year Ended December 31, 2009 versus Year Ended December 31, 2008

		Steel Products (a)
	Volume								Price								Mix								FX (b)								Coke & Other												Net Change
Flat-rolled			-40	%							-8	%							0	%							-1	%							-2	%											-51	%
USSE			-20	%							-20	%							-1	%							-3	%							-2	%											-46	%
Tubular			-63	%							-5	%							1	%							0	%							-4	%											-71	%

(a)

Excludes intersegment sales

(b)

Foreign currency translation effects

The decrease in sales for the Flat-rolled segment primarily reflected decreased shipments (down 7.0 million net tons) and lower average realized prices (down $129 per net ton). The decrease in sales for the European segment was primarily due to decreased shipments (down 1.2 million net tons) and lower average realized euro-based transaction prices (down $295 per net ton including foreign currency translation effects). The decrease in sales for the Tubular segment resulted primarily from decreased shipments (down 1.3 million net tons) and lower average realized prices (down $286 per net ton).

Operating Expenses

Union profit-sharing payments

		Year Ended December 31
(Dollars in millions)		2010								2009								2008
Allocated to segment results		$	28							$	–							$	237

Profit-based payment amounts per the agreements with the USW are calculated and paid on a quarterly basis as a percentage of consolidated income from operations (as defined in the agreements) based on 7.5 percent of profit between $10 and $50 per ton and 10 percent of profit above $50 per ton. Profit-based amounts used to reduce retiree medical premiums are derived from the same initial profit calculation as the profit sharing payments (see Note 19 to the Financial Statements).

The amounts above represent amounts paid as profit sharing to active USW-represented employees (excluding employees of USSC) and are included in cost of sales on the statement of operations. Results for the year ended December 31, 2010 and 2008 include costs related to profit-based payments, which are included in cost of sales on the statement of operations. Results for the year ended December 31, 2009 did not include any costs for profit-based payments to employees represented by the USW because the base threshold of operating income agreed to in the 2008 CBAs was not met.

Pension and other benefits costs

Defined benefit and multiemployer pension plan costs totaled $276 million during 2010, $271 million during 2009 and $78 million in 2008. Excluding $80 million in charges related to the 2009 voluntary early retirement programs (VERPs) and curtailment losses in connection with the sale of a majority of the operating assets of Elgin, Joliet and Eastern Railway Company (EJ&E), net periodic pension expense in 2010 was $85 million higher than in 2009 primarily due to a decline in the market-related value of pension plan assets and higher amortization of unrecognized losses, both of which related to pension plan asset losses experienced in 2008. In addition to the $80 million in charges discussed above, the increase in expense from 2008 to 2009 mainly reflected the decreased funded status of the main U. S. Steel pension plan and the effects of the benefit enhancements encompassed by the 2008 CBAs. (See Note 19 to the Financial Statements.)

Costs related to defined contribution plans totaled $22 million during 2010, $25 million during 2009 and $35 million during 2008. Costs in 2009 included $13 million for VERP-related benefits under these plans.

Other benefits costs, which are included in income from operations, totaled $152 million in 2010, $191 million in 2009 and $149 million in 2008. The decrease in expense from 2009 to 2010 was primarily due to favorable 2009 claims experience on our retiree medical plans which impacts 2010 expense and the absence of $13 million of

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termination charges related to the VERPs. Excluding these termination charges, the increase in 2009 expense compared to 2008 expense was primarily due to impacts of the benefit enhancements encompassed by the 2008 CBAs partially offset by lower costs at USSC as a result of favorable claims experience.

For additional information on pensions and other benefits, see Note 19 to the Financial Statements.

Nonretirement postemployment benefits

U. S. Steel incurred costs of and paid approximately $85 million during the year ended December 31, 2009 related to employee costs for supplemental unemployment benefits, salary continuance and continuation of health care benefits and life insurance coverage for employees associated with the temporary idling of certain facilities and reduced production at others. U. S. Steel recorded immaterial charges during the year ended December 31, 2010 related to these benefits

Selling, general and administrative expenses

Selling, general and administrative expenses were $610 million in 2010, $618 million in 2009 and $625 million in 2008. Pension and other benefits costs included in selling, general and administrative expenses totaled $190 million in 2010, $164 million in 2009 and $47 million in 2008.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expenses were $658 million in 2010, $661 million in 2009 and $605 million in 2008. The increase in 2009 was primarily related to the fact that effective January 1, 2009 we eliminated the use of the modified straight-line method, which was previously used for certain steel-producing assets in the United States.

The modification factors previously applied to straight-line calculations ranged from a minimum of 85 percent at a production level below 81 percent of capability, to a maximum of 105 percent for a 100 percent production level. No modification was made at the 95 percent production level. Applying modification factors decreased depreciation expense, when compared to a straight-line calculation, by $58 million for the year ended December 31, 2008.

(Loss) Income from Operations (a)

		Year Ended December 31,
(Dollars in Millions)		2010								2009								2008
Flat-rolled		$	(312	)						$	(1,438	)						$	1,390
USSE			(33	)							(208	)							491
Tubular			349								57								1,207
Total income (loss) from reportable segments			4								(1,589	)							3,088
Other Businesses			52								(2	)							77
Reportable segments and Other Businesses income (loss) from operations			56								(1,591	)							3,165
Retiree benefit expenses			(173	)							(134	)							(22	)
Other items not allocated to segments:
Federal excise tax refund			–								34								–
Litigation reserve			–								45								(45	)
Net gain on the sale of assets			6								97								–
Environmental remediation charge			–								(49	)							(23	)
Workforce reduction charges			–								(86	)							–
Deferred gain recognition			–								–								150
Labor agreement signing payments			–								–								(105	)
Asset impairment charge			–								–								(28	)
Flat-rolled inventory transition effects			–								–								(23	)
Total (loss) income from operations		$	(111	)						$	(1,684	)						$	3,069

(a)

See Note 3 to the Financial Statements for reconciliations and other disclosures required by Accounting Standards Codification Topic 280.

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Segment results for Flat-rolled

(Includes USSC from the date of acquisition on October 31, 2007)

The Flat-rolled segment generated a loss of $312 million for the year ended December 31, 2010, compared to a loss of $1,438 million for the year ended December 31, 2009. The significant improvement resulted mainly from net favorable changes in commercial effects (approximately $780 million), the impact of operating efficiencies due to increased capability utilization from 48% in 2009 to 76% in 2010 (approximately $420 million), reduced energy costs (approximately $230 million), favorable changes from increased steel substrate sales to our Tubular segment (approximately $100 million) and the absence of layoff benefit and natural gas purchase contract mark-to-market charges recorded in 2009 as a result of plant idlings (approximately $90 million). These improvements were partially offset by higher raw material costs (approximately $390 million) and increased costs for facility repair and maintenance due to more extensive structural inspection and repair activities in 2010 (approximately $105 million).

The decrease in Flat-rolled's segment income in 2009 compared to 2008 resulted mainly from unfavorable changes in commercial effects (approximately $2,450 million), lower income from reduced steel substrate sales to our Tubular segment (approximately $400 million), operating inefficiencies related to idled facilities (approximately $360 million), facility restart costs (approximately $70 million) and lower income from equity investments (approximately $190 million). These were partially offset by lower raw material and natural gas costs (approximately $370 million) and the absence of accruals for profit-based payments (approximately $300 million).

Capability utilization increased significantly from 2009 to 2010 as our raw steel production increased to meet increasing customer demand. Capability utilization was adversely affected in late 2008 and 2009 as we reduced production levels to correspond with significantly lower customer order rates by temporarily idling certain facilities and cutting back production at others.

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Segment results for USSE

The USSE segment generated a loss of $33 million for the year ended December 31, 2010 compared to a loss of $208 million for the year ended December 31, 2009. The improvement was primarily due to net favorable commercial effects (approximately $800 million) and reduced energy costs (approximately $25 million). These improvements were partially offset by higher raw material costs (approximately $570 million), increased spending (approximately $30 million), lower income from sales of emissions allowances (approximately $30 million) and unfavorable changes in foreign currency translation effects (approximately $20 million).

The USSE segment generated a loss of $208 million for the year ended December 31, 2009, compared to income of $491 million for the year ended December 31, 2008. The decrease was primarily due to unfavorable changes in commercial effects (approximately $1,300 million) and reduced operating efficiencies (approximately $135 million) partially offset by lower raw material costs (approximately $620 million), reduced facility repair and maintenance costs (approximately $60 million) and the absence of accruals for profit based payments (approximately $50 million).

Capability utilization increased significantly from 2009 to 2010 as our raw steel production increased to meet increasing customer demand. Capability utilization was adversely affected in late 2008 and 2009 as we reduced production levels to correspond with significantly lower customer order rates by temporarily idling certain facilities and cutting back production at others. Capability utilization in 2008 was adversely affected by the reline of the No. 1 blast furnace in Slovakia and by reduced operations late in the year to match declining customer demand.

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Segment results for Tubular

(Includes Lone Star facilities from the date of acquisition on June 14, 2007)

The Tubular segment generated income of $349 million for the year ended December 31, 2010 compared to income of $57 million for the year ended December 31, 2009. The significant increase was primarily due to net favorable changes in commercial effects (approximately $240 million), decreased spending and increased operating efficiencies (approximately $90 million), the absence of layoff benefit charges recorded in 2009 (approximately $20 million) and reduced energy costs (approximately $20 million). These improvements were partially offset by increased costs for steel substrate (approximately $80 million).

The decrease in Tubular's segment income in 2009 compared to 2008 was primarily due to unfavorable commercial effects (approximately $1,080 million), operating inefficiencies related to idled facilities and facilities operating at reduced production levels (approximately $35 million and $60 million, respectively) and write-downs of inventory (approximately $35 million). These were partially offset by lower costs of substrate steel purchases from the Flat-rolled segment (approximately $40 million) and the absence of accruals for profit based payments (approximately $55 million).

Results for Other Businesses

Other Businesses generated income of $52 million for 2010 compared to a loss of $2 million for 2009. The improvement is primarily due to a sale of land for $18 million by our real estate operations in 2010 and increased results at our transportation business in line with the general economic recovery.

Other Businesses generated a loss of $2 million for the year ended December 31, 2009, compared to income of $77 million for the year ended December 31, 2008. The decrease resulted from the impacts of the global recession and the absence of operating results of Elgin, Joliet and Eastern Railway Company (EJ&E), which was sold in the first quarter of 2009.

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Items not allocated to segments:

We recorded a $6 million pretax net gain on the sale of assets in 2010 related to the sale of transportation assets in Alabama, the sale of the bar mill and bloom and billet mill assets located at Hamilton Works and the sale of the majority of the operating assets of Fintube Technologies. We recorded a $97 million pretax net gain on sale of assets in 2009 as a result of the sale of a majority of the operating assets of EJ&E. The net gain included a pension curtailment loss of approximately $10 million.

Retiree benefit expenses increased from 2009 to 2010 due to a decline in the market-related value of pension plan assets and higher amortization of unrecognized losses, both of which related to pension plan asset losses experienced in 2008. Retiree benefit expenses increased significantly from 2008 to 2009 mainly due to the decreased funded status of the main U. S. Steel pension plan and the effects of the benefit enhancements encompassed by the 2008 CBAs.

During 2009, U. S. Steel received a federal excise tax refund of $34 million associated with the recovery of black lung excise taxes that were paid on coal export sales from 1990 to 1992.

A litigation reserve of $45 million involving a rate escalation provision in a U. S. Steel power supply contract was established in 2008 as a result of a court ruling and was subsequently reversed in 2009 as that decision was overturned.

We recorded a $49 million environmental remediation charge in 2009 in connection with the definition of an expanded scope of remediation at our former Geneva Works. We recorded a $23 million environmental remediation charge in 2008 as the scope of work became defined for an environmental project at a former operating location.

Workforce reduction charges of $86 million in 2009 reflected employee severance and net benefit charges related to a VERP offered in the first quarter of 2009 to certain non-represented employees in the United States.

We recognized a noncash deferred gain of $150 million in 2008 in connection with the termination of the Clairton 1314B Partnership, L.P. See Note 5 to the Financial Statements.

The 2008 CBAs provided for labor agreement signing payments of up to $6,000 per employee which resulted in a charge of $105 million in 2008.

An asset impairment charge of $28 million in 2008 resulted from our decision to exit the drawn-over-mandrel (DOM) tubular products business. The charge was taken principally to write down to fair value equipment associated with the DOM business.

Inventory transition effects of $23 million in 2008 reflected the charges for conforming certain inventories acquired from Lone Star to our unified business model, and the impact of selling inventory acquired from Lone Star and Stelco, which had been recorded at fair value.

Net Interest and Other Financial Costs

		Year Ended December 31,
(Dollars in millions)		2010								2009								2008
Interest and other financial costs		$	223							$	179							$	179
Interest income			(7	)							(10	)							(14	)
Foreign currency losses (gains)			58								(8	)							(103	)
Net interest and other financial costs		$	274							$	161							$	62

The unfavorable change in net interest and other financial costs from 2009 to 2010 was partially due to foreign currency losses in 2010 compared to foreign currency gains 2009 which primarily resulted from the accounting remeasurement effects of the Intercompany Loan partially offset by euro-U.S. dollar derivatives activity.

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Additionally, interest expense increased in 2010 due to the issuance of $600 million of Senior Notes in March 2010 and the issuance of $863 million 4.00% Senior Convertible Notes in May of 2009 partially offset by reduced interest expense on the USSK revolving credit facility due to repayments in 2010.

The unfavorable change in net interest and other financial costs from 2008 to 2009 was primarily due to lower foreign currency gains.

For additional information on U. S. Steel's foreign currency exchange activity see Note 15 to the Financial Statements and "Item 7A . Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency Exchange Rate Risk."

Income Taxes

The income tax provision in 2010 was $97 million, compared to an income tax benefit of $439 million in 2009 and an income tax provision of $853 million in 2008. The 2010 effective tax rate differs from the statutory rate because losses in Canada and Serbia, which are jurisdictions where we have recorded full valuation allowances, do not generate a tax benefit for accounting purposes and because we had net foreign currency losses that are not recognized in any tax jurisdiction. These foreign currency losses relate to the accounting remeasurement effects on the outstanding balance of a U.S. dollar-denominated intercompany loan from a U.S. subsidiary to a European subsidiary. (See Item 7A. Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency Exchange Rate Risk for further details.) Included in the 2010 tax provision is a net tax benefit of $39 million resulting from the conclusion of certain tax return examinations and the remeasurement of existing tax reserves, offset by a tax charge of $27 million as a result of the U.S. health care legislation enacted in the first quarter (see Note 19 to the Financial Statements). The tax benefit in 2009 is primarily related to the net loss for the period. The 2009 tax benefit was partially offset by $35 million of tax expense related to the net gain on the sale of EJ&E.

The net domestic deferred tax asset was $563 million at December 31, 2010 compared to $731 million at December 31, 2009. The decrease in the net deferred tax asset from 2009 to 2010 was primarily due to changes in the value of LIFO inventories for tax and financial accounting purposes (see Note 10 to the Financial Statements). A substantial amount of U. S. Steel's domestic deferred tax assets relates to employee benefits that will become deductible for tax purposes over an extended period of time as cash contributions are made to employee benefit plans and retiree benefits are paid in the future. As a result of our cumulative historical earnings and available tax planning strategies, we continue to believe it is more likely than not that the deferred tax assets will be realized.

At December 31, 2010, the foreign deferred tax assets recorded were $77 million, net of established valuation allowances of $870 million. Net foreign deferred tax assets will fluctuate as the value of the U.S. dollar changes with respect to the euro, the Canadian dollar and the Serbian dinar. A full valuation allowance is recorded for both the Canadian and Serbian deferred tax assets primarily due to cumulative losses in these jurisdictions in recent years. If evidence changes and it becomes more likely than not that the Company will realize the deferred tax assets, the valuation allowance of $819 million for Canadian deferred tax assets and $39 million for Serbian deferred tax assets as of December 31, 2010, would be partially or fully reversed. Any reversals of these amounts would result in a decrease to tax expense.

For further information on income taxes see Note 10 to the Financial Statements.

Net income

Net loss in 2010 was $482 million compared to $1,401 million in 2009 and income of $2,112 million in 2008. The changes primarily reflected the factors discussed above.

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Financial Condition, Cash Flows and Liquidity

Financial Condition

Receivables at December 31, 2010 increased by $456 million from December 31, 2009 as shipment volumes and average realized prices increased in the fourth quarter of 2010 compared to the fourth quarter of 2009.

Inventories increased by $673 million from December 31, 2009 as a result of increased operating levels and higher raw materials costs during 2010.

Income tax receivable decreased by $39 million from December 31, 2009 primarily due to the receipt of the $214 million federal income tax refund reflected as a receivable on the balance sheet at December 31, 2009 related to the carryback of our 2009 losses to prior years, partially offset by the $175 million income tax receivable recorded at December 31, 2010 reflecting the additional federal income tax refund that we expect to receive as a result of the carryback of our 2010 losses as well as an expected refund of income taxes paid in 2010.

Total deferred income tax benefits decreased by $194 million from December 31, 2009 primarily due to changes in the value of LIFO inventories for tax and financial book purposes. See Note 10 to the Financial Statements.

Accounts payable increased by $347 million from December 31, 2009 primarily due to increased production levels in the fourth quarter of 2010 compared to the fourth quarter of 2009.

Payroll and benefits payable increased by $84 million from December 31, 2009. This primarily reflects the impact in 2009 of our agreement with the USW that permitted the use of a $75 million contribution made to an employee benefit trust in 2008. See Note 19 to the Financial Statements.

Short-term debt and current maturities of long-term debt increased by $197 million from December 31, 2009 primarily due to $196 million of environmental revenue bonds for which we are obligated to provide for the discharge of under the terms of the separation from Marathon Oil Corporation (See Note 16 to the Financial Statements).

Long-term debt increased from December 31, 2009 mainly due to the issuance of $600 million of 7.375% Senior Notes due April 1, 2020 and the issuance of $70 million of Recovery Zone Facility Bonds with a maturity date of 2040 partially offset by the repayment of the outstanding borrowings under USSK's € 200 million revolving unsecured credit facility and the reclassification to current for environmental revenue bonds. See "Liquidity."

Employee benefits increased by $222 million and the accumulated other comprehensive loss increased by $340 million from December 31, 2009 to December 31, 2010 as the effect of a decrease in the discount rate was only partially offset by higher returns on plan assets. See Note 19 to the Financial Statements.

Cash Flows

Net cash used in operating activities was $379 million in 2010 compared to $61 million in 2009 and net cash provided by operating activities of $1,658 million in 2008. The unfavorable change for 2010 was primarily related to changes in working capital for the respective periods as we significantly reduced working capital in 2009 in line with business conditions at the time. In 2010, working capital increased in line with business conditions and was partially offset by improved operating results. The unfavorable change for 2009 was primarily related to a net loss of approximately $696 million after adjustments for noncash items in 2009 compared to income of approximately $2.6 billion after adjustments for noncash items in 2008. Additionally, the favorable working capital change in 2009 of approximately $1.5 billion mainly reflected lower inventory and receivables levels, partially offset by a decrease in accounts payable and other accrued liabilities. Net cash used in operating activities for 2010 and 2009 was increased and net cash provided by operating activities in 2008 was reduced by employee benefits payments as shown in the following table.

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Employee Benefits Payments

		Year Ended December 31,
(Dollars in millions)		2010								2009								2008
Voluntary contributions to main defined benefit pension plan		$	140							$	140							$	140
Required contributions to other defined benefit pension plans			81								79								73
Other employee benefits payments not funded by trusts			237								285								236
Contributions to trusts for retiree health care and life insurance (a)			–								12								228
Payments to a multiemployer pension plan			56								58								33
Payments to pension plans not funded by trusts (b)			20								84								29
Reductions in cash flows from operating activities		$	534							$	658							$	739

(a)

Includes $143 million in 2008 for a company contribution to U. S. Steel's trust for retiree health care and life insurance fulfilling the Company's obligation under an agreement with the USW regarding benefits for certain former National Steel employees.

(b)

Includes one time payments of $13 million and $79 million in 2010 and 2009, respectively, related to early retirement programs.

U. S. Steel's Board of Directors has authorized additional voluntary contributions of up to $300 million to U. S. Steel's trusts for pensions and healthcare over the 2011 and 2012 time period.

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Capital expenditures for 2010 of $676 million consisted largely of various environmental, infrastructure and strategic projects. This compares to capital expenditures of $472 million for 2009 and $735 million for 2008.

		Flat-rolled capital expenditures of $499 million in 2010 included spending for implementation of an enterprise resource planning (ERP) system, the construction of carbon alloy facilities at Gary Works, blast furnace infrastructure projects, an environmentally advanced battery at the Clairton Plant, large mobile equipment purchases for iron ore operations and various other infrastructure, environmental and strategic projects. USSE expenditures of $120 million included spending for environmental projects and for blast furnace coal injection projects. Tubular capital expenditures of $45 million consisted primarily of spending for a quench and temper line at our Lorain Tubular operations in Ohio.
		Flat-rolled capital expenditures of $338 million in 2009 included spending development of an enterprise resource planning (ERP) system, non-discretionary environmental projects, maintenance on the No. 14 blast furnace at Gary Works and cokemaking projects at Granite City Works and the Clairton Plant, including the construction of a cogeneration facility at Granite City Works. USSE expenditures of $113 million included spending at USSK for the maintenance of the No.3 blast furnace, a coke oven gas desulphurization project and spending for development of the ERP system.
		Flat-rolled capital expenditures of $465 million in 2008 included spending for modernization of our cokemaking facilities, including expenditures for construction of a cogeneration facility at Granite City Works, development of an ERP system and replacement of open pit mining equipment at our iron ore operations. USSE expenditures of $210 million included spending at USSK for the reline of the No.1 blast furnace, for replacement of electrical power transformers and to upgrade a continuous caster, and spending for development of the ERP system.

Capital expenditures – variable interest entities for 2009 reflects spending for the construction of a non-recovery coke plant by Gateway Energy & Coke Company, LLC (Gateway), which will supply Granite City Works. This spending was consolidated in our financial results but was funded by Gateway and, therefore, was completely offset by distributions from noncontrolling interests in financing activities. The plant began operations in the fourth quarter of 2009. As of January 1, 2010, Gateway was deconsolidated from our financial statements on a

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prospective basis as a result of the adoption of updates to Accounting Standards Codification (ASC) Topic 810 related to improvements to financial reporting by enterprises involved with variable interest entities.

U. S. Steel's contract commitments to acquire property, plant and equipment at December 31, 2010, totaled $667 million.

Capital expenditures for 2011 are expected to total approximately $990 million and remain focused largely on environmental and other strategic infrastructure projects. We have accelerated several projects in the United States and Europe to improve our coke self-sufficiency. Engineering and construction of a technologically and environmentally advanced battery at the Mon Valley Works' Clairton Plant in Clairton, Pennsylvania is underway with completion expected in 2013. We are constructing a two module carbon alloy facility at our Gary Works in Indiana which utilizes an environmentally compliant, energy efficient and flexible production technology with a projected capacity of 500,000 tons per year with completion expected in 2012. We have received the necessary air permits for up to 1 million tons of such capacity. We are also constructing blast furnace coal injection facilities in Europe, which we expect to come on line in 2011 at which time all five blast furnaces in Europe will have access to pulverized coal, a lower cost source of carbon than coke. In order to more efficiently serve our tubular product customers' increased focus on North American shale resources, construction on a new quench and temper line is underway at our Lorain Tubular Operations in Ohio and is expected to be completed in 2011. In an effort to increase our participation in the automotive market as vehicle emission and safety requirements become more stringent, PRO-TEC Coating Company, our joint venture in Ohio with Kobe Steel, Ltd., has a new automotive continuous annealing line under construction that is expected to be completed in 2013. We are also continuing our efforts to implement an enterprise resource planning (ERP) system to replace outdated systems and to help us operate more efficiently. The completion of the ERP project is expected to provide further opportunities to streamline, standardize and centralize business processes in order to maximize cost effectiveness, efficiency and control across our global operations.

The preceding statement concerning expected 2011 capital expenditures is a forward-looking statement. This forward-looking statement is based on assumptions, which can be affected by (among other things) levels of cash flow from operations, general economic conditions, business conditions, availability of capital, ability to secure long-term funding, whether or not assets are purchased or financed by operating leases, receipt of necessary permits and unforeseen hazards such as contractor performance, material shortages, weather conditions, explosions or fires, which could delay the timing of completion of particular capital projects. Accordingly, actual results may differ materially from current expectations in the forward-looking statement.

Acquisition of noncontrolling interests of Z-Line Company reflected the $24 million paid at closing.

Acquisition of noncontrolling interests of Clairton 1314B Partnership, L.P. reflected the $104 million paid at closing.

Acquisition of pickle lines reflected the $36 million paid at closing.

Disposal of assets in 2010 primarily reflects cash proceeds of approximately $60 million from the sale of U. S. Steel's 44.6 percent interest in the Wabush Mines Joint Venture, approximately $35 million from the sale of the bar mill and bloom and billet mill assets location at Hamilton Works, approximately $35 million from the sale of transportation assets in Alabama, and approximately $22 million from the sale of a majority of the operating assets of Fintube. Disposal of assets in 2009 primarily reflects pre-tax cash proceeds of approximately $300 million from the sale of a majority of the operating assets of EJ&E and $36 million from the sale of emissions allowances by USSK.

Restricted cash in 2010 primarily reflects the issuance of $70 million of Recovery Zone Facility Bonds the proceeds of which were placed in escrow and restricted for the quench and temper line capital project at our Tubular operations in Lorain, Ohio. The proceeds become unrestricted as capital expenditures for this project are made. At December 31, 2010, $52 million of this restricted cash remained. Restricted cash in 2009 primarily reflected collateral required for financial assurance purposes.

Borrowings against revolving credit facilities in 2008 primarily reflected amounts drawn against a USSK € 200 million three-year revolving credit facility, as well as borrowings against USSK's € 40 million credit facility.

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Repayments of revolving credit facilities in 2010 reflects USSK's repayment of the outstanding borrowings under its € 200 million unsecured revolving credit facility and repayment of current year borrowings under revolving credit facilities.

Issuance of long-term debt, net of financing costs in 2010 primarily reflects the issuance of $600 million of 7.375% Senior Notes due in 2020. U. S. Steel received net proceeds of $582 million after related discounts and other fees. Also in 2010, we issued $89 million of Environmental Revenue Bonds (ERBs) maturing in 2026 and $70 million of Recovery Zone Facility Bonds maturing in 2040. Issuance of long-term debt, net of financing costs in 2009 resulted primarily from our public offering in May of $863 million principal amount of Senior Convertible Notes due 2014. Also in 2009, we issued $129 million of ERBs, maturing from 2017 to 2030. See "Liquidity."

Repayment of long-term debt in 2010 primarily reflects the refunding of $89 million of ERBs. Repayment of long-term debt in 2009 primarily reflected repayment of $655 million outstanding under our three-year term loan due October 2010 and five-year term loan due May 2012. Also in 2009, we completed the refunding of $129 million of Environmental Revenue Bonds. Repayment of long-term debt in 2008 primarily reflected payments on our term loans, including the early retirement of $300 million of our three-year term loan. See "Liquidity."

Common stock issued in 2009 resulted from our public offering of 27 million common shares, which resulted in net proceeds of $661 million. See "Liquidity."

Common stock repurchased in 2008 totaled 2.0 million shares.

Dividends paid

(In Dollars)						Dividends Paid per Share
		U. S. Steel Common Stock
		4th Qtr.				3rd Qtr.				2nd Qtr.				1st Qtr.
2010		$	0.05			$	0.05			$	0.05			$	0.05
2009		$	0.05			$	0.05			$	0.05			$	0.30
2008		$	0.30			$	0.30			$	0.25			$	0.25

Liquidity

The following table summarizes U. S. Steel's liquidity as of December 31, 2010:

(Dollars in millions)
Cash and cash equivalents		$	578
Amount available under $750 Million Credit Facility (a)			638
Amount available under Receivables Purchase Agreement			525
Amounts available under USSK credit facilities			367
Amounts available under USSS credit facilities			39
Total estimated liquidity		$	2,147

(a)

As of December 31, 2010, there were no amounts drawn on the Amended Credit Agreement and inventory levels supported the full $750 million capacity of the facility. Since availability under the Amended Credit Agreement was greater than $112.5 million, compliance with the fixed charge coverage ratio was not applicable. However, based on the most recent four quarters, as of December 31, 2010, we would not meet the fixed charge coverage ratio. Therefore, we reduced the availability in the above table to $637.5 million.

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(a)

Excludes $20 million at both December 31, 2007 and 2006 of cash primarily related to the Clairton 1314B Partnership because it was not available for U. S. Steel's use. On October 31, 2008, we acquired the equity interests in Clairton 1314B that we did not wholly own. Excludes $1 million of cash at December 31, 2008 related to our variable interest entities.

Over the last three years there have been substantial changes in our working capital. Cash was generated as business activity slowed during the recession and cash was consumed as working capital was rebuilt in 2010 as raw steel capability utilization rates increased from 2009 for both Flat-rolled and USSE operations. See the Consolidated Statements of Cash Flows within Item 8. Financial Statements and Supplementary Data for further details.

On March 16, 2010, U. S. Steel issued $600 million of 7.375% Senior Notes due 2020 (2020 Senior Notes). U. S. Steel received net proceeds of $582 million after fees of $13 million related to the underwriting discount and third party expenses. The 2020 Senior Notes contain covenants restricting our ability to create liens and engage in sale-leasebacks and requiring the purchase of the 2020 Senior Notes upon a change of control under specified circumstances, as well as other customary provisions. As of December 31, 2010, the principal amount outstanding under the 2020 Senior Notes was $600 million.

On June 12, 2009, U. S. Steel entered into an amendment and restatement of its $750 million Credit Agreement dated May 11, 2007 (Amended Credit Agreement) with a group of lenders and JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent (Agent). U. S. Steel simultaneously entered into a security agreement with the Agent (Security Agreement) providing for a security interest in the majority of its domestic inventory, certain accounts receivable and related collateral.

The Amended Credit Agreement established a borrowing base formula, which limits the amounts U. S. Steel can borrow to a certain percent of the value of certain domestic inventory less specified reserves. The Amended Credit Agreement contains a financial covenant requiring U. S. Steel to maintain a fixed charge coverage ratio (defined as consolidated EBITDA less certain capital expenditures and cash income tax expense to certain fixed charges) of at least 1.10 to 1.00 for the most recent four consecutive quarters when availability under the Amended Credit Agreement is less than the greater of 15 percent of the total aggregate commitments and $112.5 million. The Amended Credit Agreement included revised pricing and other customary terms and conditions, and will expire on May 11, 2012.

As of December 31, 2010, U. S. Steel has a Receivables Purchase Agreement (RPA) that provides liquidity and letters of credit depending upon the number of eligible domestic receivables generated by U. S. Steel. Domestic trade accounts receivables are sold, on a daily basis, without recourse, to U. S. Steel Receivables, LLC (USSR), a consolidated wholly owned special purpose entity. If U. S. Steel decides to access this facility, USSR then sells an undivided interest in these receivables to certain conduits. The conduits issue commercial paper to finance the purchase of their interest in the receivables and if any of them are unable to fund such purchases, two banks are

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committed to do so. U. S. Steel has agreed to continue servicing the sold receivables at market rates. Because U. S. Steel receives adequate compensation for these services, no servicing asset or liability has been recorded. On July 21, 2010, U. S. Steel and USSR entered into an amendment of the program documentation that increased the maximum amount of receivables eligible for sale to $525 million and extended the term until July 19, 2013.

The RPA may be terminated on the occurrence and failure to cure certain events, including, among others, failure by U. S. Steel to make payments under our material debt obligations and any failure to maintain certain ratios related to the collectability of the receivables. As of December 31, 2010, there were no receivable transfers under this facility and eligible accounts receivable supported $525 million of availability under the RPA.

On May 4, 2009, U. S. Steel completed a public offering of $863 million principal amount of Senior Convertible Notes due 2014 and 27,140,000 shares of its Common Stock. U. S. Steel received net proceeds of approximately $1.5 billion and used $655 million to repay all amounts outstanding under its three-year term loan due October 2010 and five-year term loan due May 2012. At December 31, 2010, the aggregate principal amount outstanding under the Senior Convertible Notes was $863 million.

On August 6, 2010, USSK entered into a € 200 million (approximately $267 million at December 31, 2010) unsecured revolving credit facility which expires in August 2013. This facility replaced its three-year € 200 million credit facility dated July 2, 2008.

On October 8, 2009, USSK amended its € 40 million (approximately $53 million and $58 million at December 31, 2010 and 2009) unsecured revolving credit facility. The facility expires in October 2012.

On December 17, 2010, USSK entered into a € 20 million (approximately $27 million at December 31, 2010) unsecured revolving credit facility to replace its € 10 million facility that was scheduled to expire in January 2011. The facility expires in December 2015.

On December 16, 2009, USSK amended its € 20 million (approximately $27 million and $29 million at December 31, 2010 and 2009) unsecured revolving credit facility. The facility expires in December 2012.

Each of these facilities bear interest at the applicable inter-bank offer rate plus a margin and they contain customary terms and conditions. USSK is the sole obligor on each of these facilities and is obligated to pay a commitment fee on the undrawn portion of the facilities.

At December 31, 2010, USSK had no borrowings against its € 280 million total unsecured revolving credit facilities (which approximated $374 million) and the availability was approximately $367 million due to approximately $7 million of customs and other guarantees outstanding. At December 31, 2009, USSK had € 200 million of borrowings against its € 270 million of unsecured credit facilities (which approximated $389 million) and the availability was approximately $93 million due to approximately $8 million of customs and other guarantees and amounts outstanding.

Effective September 1, 2010, USSS replaced its former bank facilities with new facilities. The new facilities, which are the sole obligation of USSS and expire on August 31, 2011, consist of facilities for general corporate purposes of up to € 20 million and an overdraft facility of up to 1 billion Serbian dinars (which together totaled approximately $39 million at December 31, 2010), subject in each case to a borrowing base calculation based upon the value of USSS's finished and semi-finished inventory. At December 31, 2010, USSS had no borrowings under these facilities and its inventory values were sufficient to utilize the entire amount of the facilities.

We use surety bonds, trusts and letters of credit to provide financial assurance for certain transactions and business activities. The use of some forms of financial assurance and collateral have a negative impact on liquidity. U. S. Steel has committed $142 million of liquidity sources for financial assurance purposes as of December 31, 2010. Increases in these commitments which use collateral are reflected in restricted cash on the Consolidated Statement of Cash Flows.

At December 31, 2010, in the event of a change in control of U. S. Steel, debt obligations totaling $3,062 million, which includes the Senior Notes and the Senior Convertible Notes, may be declared immediately due and payable. In such event, U. S. Steel may also be required to either repurchase the leased Fairfield slab caster for $37 million or provide a letter of credit to secure the remaining obligation.

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In the event of a bankruptcy of Marathon Oil Corporation, obligations of $249 million relating to Environmental Revenue Bonds and two capital leases may be declared immediately due and payable.

The guarantees of the indebtedness of unconsolidated entities of U. S. Steel totaled $16 million at December 31, 2010. In the event that any default related to the guaranteed indebtedness occurs, U. S. Steel has access to its interest in the assets of the investee to reduce its potential losses under the guarantee.

U. S. Steel made voluntary contributions of $140 million to the main domestic defined benefit pension plan in both 2010 and 2009. U. S. Steel may also make voluntary contributions of similar amounts in 2011 or later periods in order to mitigate against potentially larger mandatory contributions in later years. The contributions actually required will be greatly influenced by the level of voluntary contributions, the performance of pension fund assets in the financial markets, the election of the use of existing credit balances in future periods and various other economic factors and actuarial assumptions that may come to influence the level of the funded position in future years.

The 2008 Collective Bargaining Agreements (see Note 17) require U. S. Steel to make annual $75 million contributions during the contract period to a restricted account within our trust for retiree health care and life insurance. This contribution is in addition to an annual $10 million required contribution to the same trust that continues from an earlier agreement. Under this earlier agreement, a $20 million contribution is required if the Company does not contribute at least $75 million to its main pension plan in the prior year. During 2008, the Company made $85 million in contributions to the trust under these agreements, as well as a $143 million contribution to cover some of the health and life benefits for certain retirees of National Steel Corporation. During the first quarter of 2009, the Company made a $10 million contribution to this trust. In April 2009, we reached agreement with the USW to defer the annual $75 million mandatory contributions due in 2009 and the $10 million contribution due in January 2010 until 2012. In November 2010, we reached agreement with the USW to defer the annual $75 million mandatory contributions due in 2010 and the $10 million contribution due in January 2011 until 2014. Further as part of the 2009 agreement, the USW agreed to permit us to use all or part of the $75 million contribution made in 2008 to pay current retiree health care and life insurance claims, subject to a make-up contribution in 2013. In 2010, we elected to use the $75 million contributed to the restricted account in 2008.

In conjunction with the acquisition of Stelco, now USSC, U. S. Steel assumed the pension plan funding agreement (the Pension Agreement) that Stelco had entered into with the Superintendent of Financial Services of Ontario (the Province) on March 31, 2006 that covers USSC's four main pension plans. The Pension Agreement requires minimum contributions of C$70 million (approximately $70 million) per year in 2011 through 2015 plus additional annual contributions for benefit improvements primarily related to union retiree indexing provisions. With the Lake Erie collective bargaining agreement settlement in 2010, retiree indexing provisions are no longer provided through the pension plan covering former Lake Erie Works represented employees. The Pension Agreement remains in effect with its defined annual contributions as noted above until the earlier of full solvency funding for the four main plans or until December 31, 2015, when minimum funding requirements for the plans resume under the provincial pension legislation. In its acquisition of Stelco on October 31, 2007, U. S. Steel assumed liability for a note issued to the Province of Ontario (Province Note). The face amount of the Province Note is C$150 million (approximately $150 million at December 31, 2010) and is payable on December 31, 2015. The Province Note is unsecured and is subject to a 75 percent discount if the solvency deficiencies in the four main USSC pension plans (see Note 19 to the Financial Statements) are eliminated on or before the maturity date.

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The following table summarizes U. S. Steel's contractual obligations at December 31, 2010, and the effect such obligations are expected to have on our liquidity and cash flows in future periods.

(Dollars in millions)
																		Payments Due by Period
Contractual Obligations		Total								2011								2012 through 2013								2014 through 2015								Beyond 2015
Long-term debt (including interest) and capital leases (a)		$	5,773							$	441							$	727							$	1,330							$	3,275
Operating leases (b)		$	170								45								58								35								32
Contractual purchase commitments (c)		$	12,427								5,943								2,711								752								3,021
Capital commitments (d)		$	667								509								158								-								-
Environmental commitments (d)		$	198								18								-								-								180	(e)
Steelworkers Pension Trust		$	318	(f)							59								123								136	(f)							-	(f)
Pensions (h)		$	605								94								165								148								198
Other benefits (g)		$	2,045	(i)							440								885								720								-	(i)
Unrecognized tax positions		$	115								-								-								-								115	(e)
Total contractual obligations		$	22,318							$	7,549							$	4,827							$	3,121							$	6,821

(a)	See Note 16 to the Financial Statements.

(b)	See Note 26 to the Financial Statements. Amounts exclude subleases.

(c)

Reflects contractual purchase commitments under purchase orders and "take or pay" arrangements. "Take or pay" arrangements are primarily for purchases of gases and certain energy and utility services. Additionally, includes coke and steam purchase commitments related to a coke supply agreement with Gateway Energy & Coke Company LLC (See Note 18).

(d)	See Note 27 to the Financial Statements.

(e)	Timing of potential cash flows is not reasonably determinable.

(f)	While it is difficult to make a prediction of cash requirements beyond the term of the 2008 collective bargaining agreements with the USW, which expire in 2012, projected amounts shown through 2015 assume that the current $2.65 contribution rate per hour will apply.

(g)	Excludes profit-based payments that may be required through September 1, 2012, pursuant to the provisions of the 2008 collective bargaining agreements with the USW, as it is not possible to make an accurate prediction of payments that may be required.

(h)

Amounts shown represent projected cash requirements for the USSC pension plans, most of which relates to a mandated schedule of fixed minimum payments of C$70 million (approximately $70 million) per year for the four main USSC pension plans that remains in effect until 2016. In 2016, minimum funding requirements under the Pension Benefits Act (PBA) will resume for the four main USSC plans. The amount shown beyond 2015 is an estimate for the minimum owed by all USSC plans under the PBA for the 2016 plan year. U.S. dollar equivalents of contributions are based on foreign exchange rates as of December 31, 2010.

(i)

The amounts reflect corporate cash outlays expected for required contributions to benefit trusts and benefit payments expected to be paid from corporate trusts. Contributions include required amounts to the USW VEBA trust (See Note 17 to the Financial Statements). The accuracy of this forecast of future cash flows depends on various factors such as actual asset returns, the asset trust mix, medical health care escalation rates and company decisions or restrictions related to our trusts for retiree healthcare and life insurance that impact the timing of the use of trust assets. Projected amounts do not reflect optional draw downs from the USW VEBA trust if U. S. Steel decides to utilize certain options available under its agreements with the USW. Due to these factors, it is impossible to make a reliable prediction of cash requirements beyond five years and actual amounts experienced may differ materially from those shown.

Contingent lease payments have been excluded from the above table. Contingent lease payments relate to operating lease agreements that include a floating rental charge, which is associated to a variable component. Future contingent lease payments are not determinable to any degree of certainty. U. S. Steel's annual incurred contingent lease expense is disclosed in Note 27 to the Financial Statements. Additionally, recorded liabilities related to deferred income taxes and other liabilities that may have an impact on liquidity and cash flow in future periods are excluded from the above table.

Pension obligations have been excluded from the above table except for the contributions required for USSC's defined benefit pension plans. U. S. Steel's Board of Directors has authorized voluntary contributions of up to $300 million to U. S. Steel's trusts for pensions and other benefits over the time period ranging from 2011 through

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the end of 2012. U. S. Steel may make voluntary contributions from the authorized funding in 2011 or later periods to the main defined benefit pension plan in the United States in order to mitigate against potentially larger mandatory required contributions in later years. In addition to the USSC amounts included in the above table, U. S. Steel expects to make cash payments of $10 million to other pension plans not funded by trusts. The funded status of U. S. Steel's pension plans is disclosed in Note 19 to the Financial Statements.

The following table summarizes U. S. Steel's commercial commitments at December 31, 2010, and the effect such commitments could have on our liquidity and cash flows in future periods.

(Dollars in millions)
										Scheduled Reductions by Period
Commercial Commitments			Total								2011								2012 through 2013								2014 through 2015								Beyond 2015
Standby letters of credit (a)		$	94							$	82								-								-							$	12	(b)
Surety bonds (a)			18								-								-								-								18	(b)
Funded Trusts (a)			52								-								-								-								52	(b)
Total commercial commitments		$	164							$	82							$	-							$	-							$	82

(a)	Reflects a commitment or guarantee for which future cash outflow is not considered likely.

(b)	Timing of potential cash outflows is not determinable.

Our major cash requirements in 2011 are expected to be for capital expenditures, employee benefits and working capital requirements. We finished 2010 with $578 million of available cash. As business conditions have started to recover, our working capital requirements have increased and any future increases may require us to draw upon our credit facilities for necessary cash. Should we experience a significant increase in orders or an unexpected need for funds that cannot be met with available cash and our liquidity facilities, we may need to access the capital markets.

U. S. Steel management believes that U. S. Steel's liquidity will be adequate to satisfy our obligations for the foreseeable future, including obligations to complete currently authorized capital spending programs. Future requirements for U. S. Steel's business needs, including the funding of acquisitions and capital expenditures, scheduled debt maturities, contributions to employee benefit plans, and any amounts that may ultimately be paid in connection with contingencies, are expected to be financed by a combination of internally generated funds (including asset sales), proceeds from the sale of stock, borrowings, refinancings and other external financing sources.

Our opinion regarding liquidity is a forward-looking statement based upon currently available information. To the extent that operating cash flow is materially lower than recent levels or external financing sources are not available on terms competitive with those currently available, future liquidity may be adversely affected.

Debt and Senior Convertible Notes Ratings

There have been no changes to our ratings since September 30, 2010.

Off-Balance Sheet Arrangements

U. S. Steel has invested in several joint ventures that are reported as equity investments. Several of these investments involved a transfer of assets in exchange for an equity interest. In some cases, U. S. Steel has supply arrangements. In some cases, a portion of the labor force used by the investees is provided by U. S. Steel, the cost of which is reimbursed; however, failing reimbursement, U. S. Steel is ultimately responsible for the cost of these employees. The terms of these arrangements were a result of negotiations in arms-length transactions with the other joint venture participants, who are not affiliates of U. S. Steel.

In September 2003, U. S. Steel entered into a 10-year agreement for the supply of various utilities at the Midwest Plant in Indiana. The supplier owns a cogeneration facility consisting of two natural gas fired boilers that generate

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steam and hot water, a natural gas fired turbine generator and a steam turbine generator for production of electricity on land leased from U. S. Steel. The Midwest Plant's employees perform the daily operating and maintenance duties and the Midwest Plant supplies natural gas to fuel the boilers and the turbine generator. U. S. Steel is obligated to purchase steam, hot water and electricity requirements (up to the facility's capacity) at fixed prices throughout the term and pay annual capacity and operating and maintenance fees. U. S. Steel has no ownership interest in this facility.

In April 2004, U. S. Steel entered into a 10-year agreement for coal pulverization services at the Great Lakes facility, which was effective January 1, 2004. U. S. Steel has the right to purchase pulverization services on a requirements basis, subject to the capacity of the pulverized coal operations, at fixed prices that are annually adjusted for inflation. U. S. Steel has no ownership interest in this facility.

Other guarantees, indemnifications and take-or-pay arrangements are discussed in Notes 18 and 27 to the Financial Statements.

Derivative Instruments

See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for discussion of derivative instruments and associated market risk for U. S. Steel.

Environmental Matters, Litigation and Contingencies

U. S. Steel has incurred and will continue to incur substantial capital, operating and maintenance, and remediation expenditures as a result of environmental laws and regulations. In recent years, these expenditures have been mainly for process changes in order to meet Clean Air Act obligations and similar obligations in Europe and Canada, although ongoing compliance costs have also been significant. To the extent that these expenditures, as with all costs, are not ultimately reflected in the prices of our products and services, operating results will be reduced. U. S. Steel believes that our major North American, and many European, integrated steel competitors are confronted by substantially similar conditions and thus does not believe that our relative position with regard to such competitors is materially affected by the impact of environmental laws and regulations. However, the costs and operating restrictions necessary for compliance with environmental laws and regulations may have an adverse effect on our competitive position with regard to domestic mini-mills, some foreign steel producers (particularly in developing economies such as China) and producers of materials which compete with steel, all of which may not be required to incur equivalent costs in their operations. In addition, the specific impact on each competitor may vary depending on a number of factors, including the age and location of its operating facilities and its production methods. U. S. Steel is also responsible for remediation costs related to our prior disposal of environmentally sensitive materials. Many of our competitors do not have similar historical liabilities.

Our U.S. facilities are subject to the U.S. environmental standards, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act (RCRA) and the Comprehensive Environmental Response, Compensation and Liability Act, as well as state and local laws and regulations.

USSC is subject to the environmental laws of Canada, which are comparable to environmental standards in the United States. Environmental regulation in Canada is an area of shared responsibility between the federal government and the provincial governments, which in turn delegate certain matters to municipal governments. Federal environmental statutes include the federal Canadian Environmental Protection Act, 1999 and the Fisheries Act. Various provincial statutes regulate environmental matters such as the release and remediation of hazardous substances; waste storage, treatment and disposal; and air emissions. As in the United States, Canadian environmental laws (federal, provincial and local) are undergoing revision and becoming more stringent.

The Canadian and Ontario governments have identified a sediment deposit, commonly referred to as Randle's Reef, in Hamilton Harbor near USSC's Hamilton Works for remediation, for which the regulatory agencies estimate expenditures of approximately C$105 million (approximately $105 million). The national and provincial governments have each allocated C$30 million (approximately $30 million) for this project and they have stated that they will be looking for local sources, including industry, to fund C$30 million (approximately $30 million). USSC has committed C$7 million (approximately $7 million) as its contribution. Funding sources for the balance of the estimated project cost remain to be identified and additional contributions are being sought.

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USSK is subject to the environmental laws of Slovakia and the European Union (EU). A related law of the EU commonly known as REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals, Regulation 1907/2006) requires the registration of certain substances that are produced in the EU or imported into the EU. USSK pre-registered various substances during the six-month pre-registration period that ended November 30, 2008, both on its own behalf and on behalf of U. S. Steel and certain of its subsidiaries that may be shipping products into the EU. USSK is compliant with REACH and intends to register its substances by the applicable deadlines to remain in compliance and be able to continue its businesses without material change.

USSS is subject to the environmental laws of Serbia. Under the terms of the acquisition in 2003, USSS is responsible for only those costs and liabilities associated with environmental events occurring subsequent to the completion of an environmental baseline study in June 2004, which was submitted to the Government of Serbia.

The current and potential regulation of greenhouse gas emissions remains a significant issue for the steel industry, particularly for integrated steel producers such as U. S. Steel. The regulation of carbon dioxide (CO 2 ) emissions has either become law or is being considered by legislative bodies of many nations, including countries where we have operating facilities. The EU has established greenhouse gas regulations while in Canada, a regulatory framework for greenhouse gas emissions has been published. International negotiations to supplement and eventually replace the 1997 Kyoto Protocol are ongoing. These and other future government action on U. S. Steel could be significant. Such impacts may include substantial costs for emission allowances, restriction of production, and higher prices for coking coal, natural gas and electricty generated by carbon based systems.

U. S. Steel's environmental expenditures:

(Dollars in millions)
		2010								2009								2008
North America:
Capital		$	69							$	28							$	44
Compliance
Operating & maintenance			325								294								409
Remediation (a)			30								19								27
Total North America		$	424							$	341							$	480
USSE:
Capital		$	73							$	67							$	55
Compliance
Operating & maintenance			15								16								17
Remediation (a)			8								7								18
Total USSE		$	96							$	90							$	90
Total U. S. Steel		$	520							$	431							$	570

(a)

These amounts include spending charged against remediation reserves, net of recoveries where permissible, but do not include non-cash provisions recorded for environmental remediation.

U. S. Steel's environmental capital expenditures accounted for 21 percent of total capital expenditures in 2010, 20 percent in 2009 and 11 percent in 2008.

Environmental compliance expenditures represented two percent of U. S. Steel's total costs and expenses in 2010, three percent in 2009 and two percent in 2008. Remediation spending during 2008 through 2010 was mainly related to remediation activities at former and present operating locations.

RCRA establishes standards for the management of solid and hazardous wastes. Besides affecting current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the regulation of storage tanks.

U. S. Steel is in the study phase of RCRA corrective action programs at our Fairless Plant and Lorain Tubular Operations. RCRA corrective action programs have been initiated at Gary Works, Fairfield Works and USS-POSCO Industries. Until the studies are completed at these facilities, U. S. Steel is unable to estimate the total cost of remediation activities that will be required.

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For discussion of other relevant environmental items see "Item 3. Legal Proceedings – Environmental Proceedings."

The following table shows activity with respect to environmental remediation liabilities for the years ended December 31, 2010 and December 31, 2009. These amounts exclude liabilities related to asset retirement obligations accounted for in accordance with ASC Topic 410.

Environmental Remediation Liabilities

(Dollars in millions)		2010								2009
Beginning Balance		$	203							$	162
Plus: Additions			8								57
Less: Payments			(13	)							(16	)
Ending Balance		$	198							$	203

New or expanded environmental requirements, which could increase U. S. Steel's environmental costs, may arise in the future. U. S. Steel intends to comply with all legal requirements regarding the environment, but since many of them are not fixed or presently determinable (even under existing legislation) and may be affected by future legislation, it is not possible to predict accurately the ultimate cost of compliance, including remediation costs which may be incurred and penalties which may be imposed. However, based on presently available information and existing laws and regulations as currently implemented, U. S. Steel does not anticipate that environmental compliance expenditures (including operating and maintenance and remediation) will materially increase in 2011. U. S. Steel's environmental capital expenditures are expected to be approximately $128 million in 2011, $29 million of which is related to projects at USSE. Predictions beyond 2011 can only be broad-based estimates, which have varied, and will continue to vary, due to the ongoing evolution of specific regulatory requirements, the possible imposition of more stringent requirements and the availability of new technologies to remediate sites, among other matters. Based upon currently identified projects, U. S. Steel anticipates that environmental capital expenditures will be approximately $154 million in 2012, including $44 million for USSE; however, actual expenditures may vary as the number and scope of environmental projects are revised as a result of improved technology or changes in regulatory requirements and could increase if additional projects are identified or additional requirements are imposed.

On July 17, 2009, the Attorney General of Canada initiated a proceeding under Section 40 of Canada's Investment Canada Act by filing an application in the Canadian federal court that seeks to impose a financial penalty on U. S. Steel due to the Company's alleged failure to comply with two of the 31 undertakings made by U. S. Steel to the Minister of Industry in connection with the 2007 acquisition of Stelco. The specific undertakings at issue concern production and employment levels anticipated at USSC assuming certain business conditions. In response to a previous written demand from the Minister with respect to this matter, the Company provided full disclosure regarding the operations at USSC and the impact that the sudden and severe world-wide economic downturn has had on the global steel sector and all of the Company's North American operations, including operations at USSC. In accordance with the specific language of the undertakings at issue, the unprecedented economic downturn, the effects of which were beyond the control of the Company, expressly excuse any non-attainment of the production and employment levels targeted by the 2007 submission. The Company is vigorously defending the matter and believes that the action is without justification or authority.

As of December 31, 2010, U. S. Steel was a defendant in approximately 550 active asbestos cases involving approximately 3,090 plaintiffs. Almost 2,600, or approximately 84 percent, of these claims are currently pending in jurisdictions which permit filings with massive numbers of plaintiffs. Based upon U. S. Steel's experience in such cases, it believes that the actual number of plaintiffs who ultimately assert claims against U. S. Steel will likely be a small fraction of the total number of plaintiffs.

It is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company's financial condition, although the resolution of such matters could significantly impact results of operations for a particular quarter. Among the

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factors considered in reaching this conclusion are: (1) that over the last several years, the total number of pending claims has declined; (2) that it has been many years since U. S. Steel employed maritime workers or manufactured or sold asbestos containing products; and (3) U. S. Steel's history of trial outcomes, settlements and dismissals. For additional details concerning asbestos litigation see "Item 3. Legal Proceedings – Asbestos Litigation."

In a series of lawsuits filed in federal court in the Northern District of Illinois beginning September 12, 2008, individual direct or indirect buyers of steel products have asserted that eight steel manufacturers, including U. S. Steel, conspired in violation of antitrust laws to restrict the domestic production of raw steel and thereby to fix, raise, maintain or stabilize the price of steel products in the United States. The cases are filed as class actions and claim treble damages for the period 2005 to present, but do not allege any damage amounts. U. S. Steel will vigorously defend these lawsuits and does not believe that it has any liability regarding these matters.

U. S. Steel is the subject of, or a party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment, certain of which are discussed in Note 27 to the Financial Statements. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the U. S. Steel Financial Statements. However, management believes that U. S. Steel will remain a viable and competitive enterprise even though it is possible that these contingencies could be resolved unfavorably to U. S. Steel.

The foregoing statements of belief are forward-looking statements. Predictions as to the outcome of pending litigation are subject to substantial uncertainties with respect to (among other things) factual and judicial determinations, and actual results could differ materially from those expressed in these forward-looking statements.

Mine Safety

Our Minntac and Keetac iron ore pellet operations are subject to the reporting requirements in Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") that was enacted in July of 2010. Under the Act, we are required to disclose certain information about our mining operations, such as the number of certain types of violations and orders issued under the Federal Mine Safety and Health Act of 1977 by the Federal Mine Safety and Health Administration.

The following table provides the required information for any notification received by our iron ore operations regarding any reportable information during the year ended December 31, 2010.

Mine (MSHA ID)		Total # of Significant & Substantial violations under Act §104				Total # of orders under Act §104(b)				Total # of unwarrantable failure citations and orders under Act §104(d)				Total # of violations under Act §110(b) (2)				Total # of orders under Act §107(a)				Total dollar value of proposed assessments from MSHA				Total # of mining related fatalities				Received written notice under Act §104(e) (yes/no)?				Total # of Legal Actions Pending Before the Federal Mine Safety and Health Review Commission (a)
Mt. Iron
(2100819, 2100820, 2100282)			192				5				3				0				0			$	886,989				0				no				68
Keewatin
(2103352)			46				1				0				0				0			$	139,755				0				no				6

(a)

Includes all legal actions pending before the Federal Mine Safety and Health Review Commission, together with the Administrative Law Judges thereof, for each of our iron ore operations. All of the legal actions were initiated by us to contest citations, orders or proposed assessments issued by the Federal Mine Safety and Health administration, and if we are successful, may result in the reduction or dismissal of those citations, orders or assessments.

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Outlook for First Quarter 2011

We expect to report a modest improvement in our reportable segment loss in comparison to the fourth quarter 2010. Order rates for most customer groups and publicly reported spot market prices began to increase later in the fourth quarter and we remain cautiously optimistic that global economic conditions will continue to improve in the first quarter.

Flat-rolled results for first quarter 2011 are expected to improve compared to the fourth quarter 2010 as the benefits of increased average realized prices, shipments and production volumes are expected to be partially offset by higher raw materials costs, primarily for scrap and coal. Average realized prices are expected to increase from fourth quarter 2010 as we expect to begin realizing the benefits of increasing spot and some market-based contract prices throughout the first quarter. Increases in some of our index-based contract prices should be realized in the second quarter as higher published market price assessments enter the index calculations. Raw steel capability utilization is expected to increase from the fourth quarter of 2010 as all of our blast furnaces are expected to operate for the majority of the period except for Hamilton Works, which is subject to a labor dispute.

First quarter 2011 results for USSE are expected to improve compared to the fourth quarter 2010 as the benefits of increased shipments and production volumes are expected to be partially offset by higher raw materials costs. Euro-based transaction prices are expected to improve during the first quarter. Increases in some of our index-based contract prices should be realized in the second quarter as higher published market price assessments enter the index calculations. Our raw steel capability utilization rate is expected to increase in the first quarter 2011 as we have restarted a blast furnace at U. S. Steel Serbia that was idled during the fourth quarter. We expect all five blast furnaces to operate during the first quarter.

We expect our Tubular operations to remain profitable in the first quarter. We anticipate that shipments will improve slightly as customer inventory levels appear balanced and end users pursue their 2011 drilling programs. Average realized transaction prices are expected to be in line with fourth quarter levels as announced price increases begin to take effect throughout the quarter. Overall, compared to the fourth quarter, we expect lower results due to monthly increases for purchased rounds and hot-rolled bands that will not be fully realized in Tubular product prices in the quarter.

Total costs for pension and other benefits plans are expected to be approximately $590 million in 2011 compared to $428 million in 2010. Company payments for these plans in 2010 were $534 million, which included a voluntary contribution of $140 million to our main defined benefit pension plan. In 2011, we expect to make payments of approximately $575 million before considering any voluntary contributions to our main defined benefit pension plan.

Capital expenditures for 2011 are expected to total approximately $990 million and will remain largely focused on strategic projects primarily related to coke and coke substitute production, blast furnace coal injection in Europe and a quench and temper line at our Tubular operations in Lorain, Ohio, implementation of an enterprise resource planning system, non-discretionary environmental and other infrastructure projects.

Accounting Standards

See Note 2 to the Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management Opinion Concerning Derivative Instruments

U. S. Steel uses commodity-based and foreign currency derivative instruments to manage our market and exchange rate risk. Management has authorized the use of futures, forwards, swaps and options to manage exposure to price fluctuations related to the purchase of natural gas and nonferrous metals, and also certain business transactions denominated in foreign currencies. For future periods, U. S. Steel may elect to use hedge accounting for certain commodity or currency transactions. For those transactions, the impact of the effective portion of the hedging instrument will be recognized in other comprehensive income until the transaction is settled. Once the transaction is settled, the effect of the hedged item will be recognized in income. While U. S. Steel's risk management activities generally reduce market risk exposure due to unfavorable commodity price changes for raw material purchases and products sold, such activities can also encompass strategies that assume price risk.

Management believes that the use of derivative instruments, along with risk assessment procedures and internal controls, does not expose U. S. Steel to material risk. The use of derivative instruments could materially affect U. S. Steel's results of operations in particular quarterly or annual periods; however, management believes that the use of these instruments will not have a material adverse effect on our financial position or liquidity. For further information regarding derivative instruments see Notes 1 and 15 to the Financial Statements.

Foreign Currency Exchange Rate Risk

U. S. Steel, through USSE and USSC, is subject to the risk of price fluctuations due to the effects of exchange rates on revenues and operating costs, firm commitments for capital expenditures and existing assets or liabilities denominated in currencies other than the U.S. dollar, particularly the euro, the Serbian dinar and the Canadian dollar. U. S. Steel historically has made limited use of forward currency contracts to manage exposure to certain currency price fluctuations. U. S. Steel has not elected to use hedge accounting for these contracts. Foreign currency derivative instruments have been marked-to-market and the resulting gains or losses recognized in the current period in net interest and other financial costs. At December 31, 2010 and December 31, 2009, U. S. Steel had open euro forward sales contracts for U.S. dollars (total notional value of approximately $398 million and $185 million, respectively). A 10 percent increase in the December 31, 2010 euro forward rates would result in a $41 million charge to income.

The fair value of our derivatives is determined using Level 2 inputs, which are defined as "significant other observable" inputs. The inputs used include quotes from counterparties that are corroborated with market sources.

In the first quarter of 2010, the outstanding balance of a U.S. dollar-denominated intercompany loan (Intercompany Loan) from a U.S. subsidiary to a European subsidiary was increased in connection with the repayment of outstanding borrowings under USSK's € 200 million unsecured credit facility. Volatility in the foreign currency markets could have significant implications for U. S. Steel as a result of foreign currency accounting remeasurement effects, primarily on the Intercompany Loan. As of December 31, 2010, the outstanding balance on the Intercompany Loan was $1.6 billion. A one percent change in the December 31, 2010 exchange rate of US$1.33 for each € 1.00 would result in an approximately $16 million impact to the income statement due to remeasurement effects of the Intercompany Loan. We also utilize euro-U.S. dollar derivatives to mitigate our currency exposure at USSE. For additional information on U. S. Steel's foreign currency exchange activity, see Note 15 to the financial statements.

Future foreign currency impacts will depend upon changes in currencies, the extent to which we engage in derivatives transactions and the balance of the Intercompany Loan. The amount and timing of such borrowings or repayments on the Intercompany Loan will depend upon profits and cash flows of our international operations, future international investments and financing activities, all of which will be impacted by market conditions, operating costs, shipments, prices and foreign exchange rates.

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Commodity Price Risk and Related Risks

In the normal course of our business, U. S. Steel is exposed to market risk or price fluctuations related to the purchase, production or sale of steel products. U. S. Steel is also exposed to price risk related to the purchase, production or sale of coal, coke, natural gas, steel scrap, iron ore and pellets, and zinc, tin and other nonferrous metals used as raw materials.

U. S. Steel's market risk strategy has generally been to obtain competitive prices for our products and services and allow operating results to reflect market price movements dictated by supply and demand; however, U. S. Steel has made forward physical purchases to manage exposure to price risk related to the purchases of natural gas and certain non-ferrous metals used in the production process.

Historically, the forward physical purchase contracts for natural gas and nonferrous metals have qualified for the normal purchases and normal sales exemption in Accounting Standards Codification (ASC) Topic 815. However, due to reduced natural gas consumption in 2009, we net settled some of our excess natural gas purchase contracts for certain facilities. Therefore, the remaining contracts for natural gas at those facilities no longer met the exemption criteria and were therefore subject to mark-to-market accounting in 2009. See Note 15 for further details on U. S. Steel's derivatives. During 2010, all natural gas purchase contracts qualified for the normal purchases and normal sales exemption under ASC Topic 815 and were not subject to mark-to-market accounting.

U. S. Steel held commodity contracts for natural gas that qualified for the normal purchases and normal sales exemption with a total notional value of approximately $20 million at December 31, 2010. Total commodity contracts for natural gas at December 31, 2010 represent approximately 5 percent of our expected North American natural gas requirements.

Interest Rate Risk

U. S. Steel is subject to the effects of interest rate fluctuations on certain of our non-derivative financial instruments. A sensitivity analysis of the projected incremental effect of a hypothetical 10 percent increase/decrease in year-end 2010 and 2009 interest rates on the fair value of U. S. Steel's non-derivative financial instruments is provided in the following table:

(Dollars in millions)
		2010								2009
Non-Derivative Financial Instruments (a)		Fair Value (b)				Increase in Fair  Value (c)				Fair Value (b)				Increase in Fair  Value (c)
Financial assets:
Investments and long-term receivables (d)		$	46			$	0			$	26			$	0
Financial liabilities:
Debt (e)(f)		$	4,512			$	222			$	4,004			$	172

(a)

Fair values of cash and cash equivalents, current accounts and notes receivable, accounts payable, bank checks outstanding and accrued interest approximate carrying value and are relatively insensitive to changes in interest rates due to the short-term maturity of the instruments. Accordingly, these instruments are excluded from the table.

(b)

See Note 23 to the Financial Statements for carrying value of instruments.

(c)

Reflects, by class of financial instrument, the estimated incremental effect of a hypothetical 10 percent decrease in interest rates at December 31, 2010 and 2009, on the fair value of U. S. Steel's non-derivative financial instruments. For financial liabilities, this assumes a 10 percent decrease in the weighted average yield to maturity of U. S. Steel's long-term debt at December 31, 2010, and December 31, 2009.

(d)

Fair value is based on discounted cash flows. U. S. Steel is subject to market risk and liquidity risk related to its investments; however, these risks are not readily quantifiable.

(e)

Excludes capital lease obligations.

(f)

Fair value was determined using Level 2 inputs which were derived from quoted market prices and is based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.

U. S. Steel's sensitivity to interest rate declines and corresponding increases in the fair value of our debt portfolio would unfavorably affect our results and cash flows only to the extent that we elected to repurchase or otherwise retire all or a portion of our fixed-rate debt portfolio at prices above carrying value.

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Safe Harbor

U. S. Steel's quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management's opinion about risks associated with U. S. Steel's use of derivative instruments. These statements are based on certain assumptions with respect to market prices and industry supply of and demand for steel products and certain raw materials. To the extent that these assumptions prove to be inaccurate, future outcomes with respect to U. S. Steel's hedging programs may differ materially from those discussed in the forward-looking statements.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		United States Steel Corporation 600 Grant Street Pittsburgh, PA 15219-2800

MANAGEMENT'S REPORT TO STOCKHOLDERS

February 22, 2011

To the stockholders of United States Steel Corporation:

Financial Statements and Practices

The accompanying consolidated financial statements of United States Steel Corporation are the responsibility of and have been prepared by United States Steel Corporation in conformity with accounting principles generally accepted in the United States of America. They necessarily include some amounts that are based on our best judgments and estimates. United States Steel Corporation financial information displayed in other sections of this report is consistent with these financial statements.

United States Steel Corporation seeks to assure the objectivity and integrity of its financial records by careful selection of its managers, by organizational arrangements that provide an appropriate division of responsibility and by communication programs aimed at assuring that its policies, procedures and methods are understood throughout the organization.

United States Steel Corporation has a comprehensive formalized system of internal controls designed to provide reasonable assurance that assets are safeguarded, that financial records are reliable and that information required to be disclosed in reports filed with or submitted to the Securities and Exchange Commission is recorded, processed, summarized and reported within the required time limits. Appropriate management monitors the system for compliance and evaluates it for effectiveness, and the internal auditors independently measure its effectiveness and recommend possible improvements thereto.

The Board of Directors pursues its oversight role in the area of financial reporting and internal control over financial reporting through its Audit Committee. This Committee, composed solely of independent directors, regularly meets (jointly and separately) with the independent registered public accounting firm, management, internal audit and other executives to monitor the proper discharge by each of their responsibilities relative to internal control over financial reporting and United States Steel Corporation's financial statements.

Internal Control Over Financial Reporting

United States Steel Corporation's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of United States Steel Corporation's management, including the chief executive officer and chief financial officer, United States Steel Corporation conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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Based on this evaluation, United States Steel Corporation's management concluded that United States Steel Corporation's internal control over financial reporting was effective as of December 31, 2010.

The effectiveness of United States Steel Corporation's internal control over financial reporting as of December 31, 2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

/ S /    J OHN P. S URMA				/ S /    G RETCHEN R. H AGGERTY
John P. Surma				Gretchen R. Haggerty
Chairman of the Board of Directors and Chief Executive Officer				Executive Vice President and Chief Financial Officer

/ S /    G REGORY A. Z OVKO

Gregory A. Zovko

Vice President and Controller

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Report of Independent Registered Public Accounting Firm

To the Stockholders of United States Steel Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows present fairly, in all material respects, the financial position of United States Steel Corporation and its subsidiaries (the Company) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report to Stockholders – Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

February 22, 2011

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UNITED STATES STEEL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended December 31,
(Dollars in millions, except per share amounts)		2010								2009								2008
Net sales:
Net sales			16,156							$	10,203							$	22,466
Net sales to related parties (Note 25)			1,218								845								1,288
Total			17,374								11,048								23,754
Operating expenses (income):
Cost of sales (excludes items shown below)			16,259								11,597								19,723
Selling, general and administrative expenses			610								618								625
Depreciation, depletion and amortization (Notes 1,12 and 13)			658								661								605
(Income) loss from investees			(20	)							29								(93	)
Net gain on disposals of assets (Notes 6 and 27)			(7	)							(124	)							(17	)
Other income, net (Note 5)			(15	)							(49	)							(158	)
Total			17,485								12,732								20,685
(Loss) income from operations			(111	)							(1,684	)							3,069
Interest expense			195								159								169
Interest income			(7	)							(10	)							(14	)
Other financial costs (income) (Note 7)			86								12								(93	)
Net interest and other financial costs			274								161								62
(Loss) income before income taxes and noncontrolling interests			(385	)							(1,845	)							3,007
Income tax provision (benefit) (Note 10)			97								(439	)							853
Net (loss) income			(482	)							(1,406	)							2,154
Less: Net (loss) income attributable to noncontrolling interests			-								(5	)							42
Net (loss) income attributable to United States Steel Corportation		$	(482	)						$	(1,401	)						$	2,112
(Loss) income per common share (Note 8)
Net (loss) income per share attributable to United States Steel Corporation shareholders:
–  Basic		$	(3.36	)						$	(10.42	)						$	18.04
–  Diluted		$	(3.36	)						$	(10.42	)						$	17.96

The accompanying notes are an integral part of these consolidated financial statements.

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UNITED STATES STEEL CORPORATION

CONSOLIDATED BALANCE SHEETS

		December 31,
(Dollars in millions)		2010								2009
Assets
Current assets:
Cash and cash equivalents		$	578							$	1,218
Receivables, less allowance of $48 and $39			1,921								1,423
Receivables from related parties (Note 25)			102								144
Inventories (Note 9)			2,352								1,679
Income tax receivable (Note 10)			175								214
Deferred income tax benefits (Note 10)			125								299
Other current assets			51								38
Total current assets			5,304								5,015
Investments and long-term receivables, less allowance of $22 in both periods (Note 11)			670								695
Property, plant and equipment, net (Note 12)			6,486								6,820
Intangibles-net (Note 13)			275								281
Goodwill (Note 13)			1,760								1,725
Assets held for sale (Note 6)			-								33
Deferred income tax benefits (Note 10)			515								535
Other noncurrent assets			340								318
Total assets			15,350							$	15,422
Liabilities
Current liabilities:
Accounts payable			1,738							$	1,396
Accounts payable to related parties (Note 25)			66								61
Bank checks outstanding			30								23
Payroll and benefits payable			938								854
Accrued taxes (Note 10)			116								89
Accrued interest			43								32
Short-term debt and current maturities of long-term debt (Note 16)			216								19
Total current liabilities			3,147								2,474
Long-term debt, less unamortized discount (Note 16)			3,517								3,345
Employee benefits (Note 19)			4,365								4,143
Deferred credits and other noncurrent liabilities			469								481
Total liabilities			11,498								10,443
Contingencies and commitments (Note 27)
Stockholders' Equity
Common stock issued-150,925,911 shares issued (par value $1 per share, authorized 400,000,000 shares) (Note 21)			151								151
Treasury stock, at cost (7,251,715 shares and 7,575,724 shares)			(580	)							(608	)
Additional paid-in capital			3,650								3,652
Retained earnings			3,698								4,209
Accumulated other comprehensive loss			(3,068	)							(2,728	)
Total United States Steel Corporation stockholders' equity			3,851								4,676
Noncontrolling interests			1								303
Total liabilities and stockholders' equity			15,350							$	15,422

The accompanying notes are an integral part of these consolidated financial statements.

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UNITED STATES STEEL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended December 31,
(Dollars in millions)		2010								2009								2008
Increase (decrease) in cash and cash equivalents
Operating activities:
Net (loss) income		$	(482	)						$	(1,406	)						$	2,154
Adjustments to reconcile net cash (used in) provided by operating activities:
Depreciation, depletion and amortization (Notes 1, 12 and 13)			658								661								605
Provision for doubtful accounts			15								8								24
Pensions and other postretirement benefits			(111	)							(203	)							(502	)
Deferred income taxes			155								(156	)							366
Noncash other income (Note 5)			-								-								(150	)
Net gains on disposal of assets (Notes 6 and 27)			(7	)							(124	)							(17	)
Distributions received, net of equity investees income			(14	)							41								(29	)
Changes in:
Current receivables     -sold			-								-								485
-repurchased			-								-								(635	)
-operating turnover			(489	)							956								(140	)
Inventories			(688	)							867								(376	)
Current accounts payable and accrued expenses			412								(297	)							114
Income taxes receivable/payable (Note 10)			56								(271	)							(33	)
Bank checks outstanding			8								12								(42	)
Foreign currency translation of operating items			21								(148	)							(117	)
All other, net			87								(1	)							(49	)
Net cash (used in) provided by operating activities			(379	)							(61	)							1,658
Investing activities:
Capital expenditures			(676	)							(472	)							(735	)
Capital expenditures - variable interest entities			-								(147	)							(161	)
Acquisition of noncontrolling interests of Clairton 1314B Partnership, L.P.			-								-								(104	)
Acquisition of noncontrolling interests of Z-Line Company			-								(24	)							-
Acquisition of pickle lines			-								-								(36	)
Acquisition of Stelco Inc.			-								-								(1	)
Disposal of assets			169								366								24
Restricted cash, net			(42	)							(59	)							2
Investments, net			(34	)							(38	)							(21	)
Net cash used in investing activities			(583	)							(374	)							(1,032	)
Financing activities:
Revolving credit facilities     - borrowings			39								-								359
- repayments			(310	)							-								(44	)
Issuance of long-term debt, net of refinancing costs			737								966								-
Repayment of long-term debt			(107	)							(800	)							(380	)
Common stock issued			5								667								5
Common stock repurchased			-								-								(227	)
Distributions from noncontrolling interests			-								161								102
Dividends paid			(29	)							(56	)							(129	)
Excess tax benefits from stock-based compensation			-								-								9
Net cash provided by (used in) financing activities			335								938								(305	)
Effect of exchange rate changes on cash			(13	)							(9	)							2
Net (decrease) increase in cash and cash equivalents			(640	)							494								323
Cash and cash equivalents at beginning of year			1,218								724								401
Cash and cash equivalents at end of year		$	578							$	1,218							$	724

  See Note 24 for supplemental cash flow information.

The accompanying notes are an integral part of these consolidated financial statements.

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UNITED STATES STEEL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

		Dollars in Millions																								Shares in Thousands
		2010								2009								2008								2010								2009								2008
Common stock:
Balance at beginning of year		$	151							$	124							$	124								150,926								123,786								123,786
Common stock issued			-								27								-								-								27,140								-
Balance at end of year		$	151							$	151							$	124								150,926								150,926								123,786
Treasury stock:
Balance at beginning of year		$	(608	)						$	(612	)						$	(395	)							(7,576	)							(7,587	)							(5,791	)
Common stock repurchased			-								-								(227	)							-								-								(2,015	)
Common stock reissued for employee/non-employee director stock plans			28								4								10								324								11								219
Balance at end of year		$	(580	)						$	(608	)						$	(612	)							(7,252	)							(7,576	)							(7,587	)
Additional paid-in capital:
Balance at beginning of year		$	3,652							$	2,986							$	2,955
Common stock issued			-								640								-
Employee stock plans			(2	)							26								31
Balance at end of year		$	3,650							$	3,652							$	2,986

The accompanying notes are an integral part of these consolidated financial statements.

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UNITED STATES STEEL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Continued)

																										Comprehensive (Loss) Income
(Dollars in millions)		2010								2009								2008								2010								2009								2008
Retained earnings:
Balance at beginning of year		$	4,209							$	5,666							$	3,683
Net (loss) income attributable to United States Steel Corporation			(482	)							(1,401	)							2,112							$	(482	)						$	(1,401	)						$	2,112
Dividends on common stock			(29	)							(56	)							(129	)
Balance at end of year		$	3,698							$	4,209							$	5,666
Accumulated other comprehensive (loss) income:
Pension and other benefit adjustments (Note 19):
Balance at beginning of year		$	(3,013	)						$	(3,260	)						$	(1,332	)
Changes during year, net of taxes (a)			(341	)							276								(1,920	)							(341	)							276								(1,920	)
Changes during year, equity investee net of taxes			11								(29	)							(8	)							11								(29	)							(8	)
Balance at end of year		$	(3,343	)						$	(3,013	)						$	(3,260	)
Foreign currency translation adjustments:
Balance at beginning of year		$	285							$	(9	)						$	496
Changes during year			(10	)							294								(505	)							(10	)							294								(505	)
Balance at end of year			275								285								(9	)
Total balances at end of year		$	(3,068	)						$	(2,728	)						$	(3,269	)
Total stockholders' equity		$	3,851							$	4,676							$	4,895
Noncontrolling interests:
Balance at beginning of year		$	303							$	164							$	88
Net (loss) income			-								(5	)							42								-								(5	)							42
Partner contributions (distributions)			-								161								102
Acquisition of noncontrolling interest			-								(28	)							(32	)
Purchase price adjustment			-								-								(25	)
Currency translation adjustment			-								5								(9	)
Adoption of ASC Topic 810			(301	)							-								-
Other			(1	)							6								(2	)
Balance at end of year		$	1							$	303							$	164
Total comprehensive (loss) income																										$	(822	)						$	(865	)						$	(279	)
(a) Related income tax benefit (provision):
Pension and other benefits adjustments		$	11							$	(217	)						$	1,110

The accompanying notes are an integral part of these consolidated financial statements.

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1.      Nature of Business and Significant Accounting Policies

Nature of Business

United States Steel Corporation (U. S. Steel or the Company) produces and sells steel mill products, including flat-rolled and tubular products, in North America and Europe. Operations in North America also include transportation services (railroad and barge operations) and real estate operations.

Significant Accounting Policies

Principles applied in consolidation

These financial statements include the accounts of U. S. Steel and its majority-owned subsidiaries. Additionally, variable interest entities for which U. S. Steel is the primary beneficiary are included in the consolidated financial statements and their impacts are either partially or completely offset by noncontrolling interests. Intercompany accounts, transactions and profits have been eliminated in consolidation.

Investments in entities over which U. S. Steel has significant influence are accounted for using the equity method of accounting and are carried at U. S. Steel's share of net assets plus loans, advances and our share of earnings less distributions. Differences in the basis of the investment and the underlying net asset value of the investee, if any, are amortized into earnings over the remaining useful life of the associated assets.

Income or loss from investees includes U. S. Steel's share of income or loss from equity method investments, which is generally recorded a month in arrears, except for significant and unusual items which are recorded in the period of occurrence. Gains or losses from changes in ownership of unconsolidated investees are recognized in the period of change. Intercompany profits and losses on transactions with equity investees have been eliminated in consolidation, subject to lower of cost or market inventory adjustments.

U. S. Steel evaluates impairment of its equity method investments whenever circumstances indicate that a decline in value below carrying value is other than temporary. Under these circumstances, we adjust the investment down to its estimated fair value, which then becomes its new carrying value.

Investments in companies whose equity has no readily determinable fair value are carried at cost and are periodically reviewed for impairment.

Use of estimates

Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end and the reported amounts of revenues and expenses during the year. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment; goodwill and intangible assets; valuation allowances for receivables, inventories and deferred income tax assets and liabilities; environmental liabilities; liabilities for potential tax deficiencies and potential litigation claims and settlements; and assets and obligations related to employee benefits. Actual results could differ materially from the estimates and assumptions used.

Sales recognition

Sales are recognized when products are shipped, properties are sold or services are provided to customers; the sales price is fixed and determinable; collectibility is reasonably assured; and title and risks of ownership have passed to the buyer. Shipping and other transportation costs charged to buyers are recorded in both sales and cost of sales.

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Cash and cash equivalents

Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities of three months or less.

Inventories

Inventories are carried at the lower of cost or market. Fixed costs related to abnormal production capacity are expensed in the period incurred rather than capitalized into inventory.

LIFO (last-in, first-out) is the predominant method of inventory costing for inventories in the United States and FIFO (first-in, first-out) is the predominant method used in Canada and Europe. The LIFO method of inventory costing was used on 48 percent and 49 percent of consolidated inventories at December 31, 2010 and 2009, respectively.

Derivative instruments

U. S. Steel uses commodity-based and foreign currency derivative instruments to manage its exposure to price and foreign currency exchange rate risk. Forward physical purchase contracts and foreign exchange forward contracts are used to reduce the effects of fluctuations in the purchase price of natural gas and certain nonferrous metals and also certain business transactions denominated in foreign currencies. U. S. Steel has not elected to designate derivative instruments as qualifying for hedge accounting treatment. As a result, the changes in fair value of these derivatives are recognized immediately in results of operations. Historically, the forward physical purchase contracts for natural gas and nonferrous metals have qualified for the normal purchases and normal sales exemption in ASC Topic 815 and have therefore not required derivative accounting. However, due to reduced natural gas consumption in 2009, we net settled some of our excess natural gas purchase contracts for certain facilities. Therefore, the remaining contracts for natural gas at those facilities no longer met the exemption criteria and were therefore subject to mark-to-market accounting in 2009. See Note 15 for further details on U. S. Steel's derivatives. During 2010, all natural gas purchase contracts qualified for the normal purchases and normal sales exemption under ASC Topic 815 and were not subject to mark-to-market accounting.

Major maintenance activities

U. S. Steel incurs maintenance costs on all of its major equipment. Costs that extend the life of the asset, materially add to its value, or adapt the asset to a new or different use are separately capitalized in property, plant and equipment and are depreciated over its estimated useful life. All other repair and maintenance costs are expensed as incurred.

Goodwill and identifiable intangible assets

Goodwill represents the excess of the cost over the fair value of acquired identifiable tangible and intangible assets and liabilities assumed from businesses acquired. Goodwill is tested for impairment at the reporting unit level annually in the third quarter and whenever events or circumstances indicate that the carrying value may not be recoverable.

The evaluation of impairment involves comparing the estimated fair value of the associated reporting unit to its carrying value, including goodwill. We have two reporting units that have a significant amount of goodwill. Our Flat-rolled reporting unit was allocated goodwill from the Stelco Inc. (Stelco) and Lone Star Technologies Inc. (Lone Star) acquisitions in 2007. These amounts reflect the benefits we expect the Flat-rolled reporting unit to realize from expanding our flexibility in meeting our customers' needs and running our Flat-rolled facilities at higher operating rates to source our semi-finished product needs. Our Texas Operations reporting unit, which is part of our Tubular operating segment, was allocated goodwill from the Lone Star acquisition, reflecting the benefits we expect the reporting unit to realize from the expansion of our tubular operations.

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Fair value for each reporting unit with goodwill is determined in accordance with ASC Topic 820 on fair value, which requires consideration of the income, market and cost approaches as applicable. There has been no impairment of our goodwill as of December 31, 2010.

U. S. Steel has determined that certain acquired intangible assets have indefinite useful lives. These assets are reviewed for impairment annually and whenever events or circumstances indicate that the carrying value may not be recoverable.

Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable.

See Note 13 for further details on our evaluation of goodwill and intangible asset impairment.

Property, plant and equipment

Property, plant and equipment is carried at cost. Effective January 1, 2009, U. S. Steel began recording depreciation on a straight-line basis for all assets. Prior to January 1, 2009, U. S. Steel recorded depreciation on a modified straight-line basis for certain steel-producing assets located in the United States based on raw steel production levels. For the year ended December 31, 2008, the straight-line basis of depreciation would have reduced income from operations, net income and net income per common share by $58 million, $36 million and $0.31, respectively.

Depletion of mineral properties is based on rates which are expected to amortize cost over the estimated tonnage of minerals to be removed.

U. S. Steel evaluates impairment of its property, plant and equipment whenever circumstances indicate that the carrying value may not be recoverable. Asset impairments are recognized when the carrying value of an asset grouping exceeds its aggregate projected undiscounted cash flows.

When property, plant and equipment depreciated on a group basis is sold or otherwise disposed of, proceeds are credited to accumulated depreciation, depletion and amortization with no immediate effect on income. When property, plant and equipment depreciated on an individual basis is sold or otherwise disposed of, any gains or losses are reflected in income. Gains on disposal of long-lived assets are recognized when earned. If a loss on disposal is expected, such losses are recognized when the assets are reclassified as assets held for sale.

Environmental remediation

Environmental expenditures are capitalized if the costs mitigate or prevent future contamination or if the costs improve existing assets' environmental safety or efficiency. U. S. Steel provides for remediation costs and penalties when the responsibility to remediate is probable and the amount of associated costs is reasonably estimable. The timing of remediation accruals typically coincides with completion of studies defining the scope of work to be undertaken or the commitment to a formal plan of action. Remediation liabilities are accrued based on estimates of known environmental exposure and are discounted if the amount and timing of the cash disbursements are readily determinable.

Asset retirement obligations

Asset retirement obligations (AROs) are initially recorded at fair value and are capitalized as part of the cost of the related long-lived asset and depreciated in accordance with U. S. Steel's depreciation policies for property, plant and equipment. The fair value of the obligation is determined as the discounted value of expected future cash flows. Accretion expense is recorded each month to increase this discounted obligation over time. Certain AROs related to disposal

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costs of the majority of assets at our integrated steel facilities are not recorded because they have an indeterminate settlement date. These AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value.

Pensions, other postretirement and postemployment benefits

U. S. Steel has defined contribution or multi-employer arrangements for pension benefits for more than half of its North American employees and non-contributory defined benefit pension plans covering the remaining North American employees. U. S. Steel has defined benefit retiree health care and life insurance plans (Other Benefits) that cover the majority of its employees in North America upon their retirement. Non-union salaried employees in the United States hired on or after July 1, 2003 participate in a defined contribution plan whereby U. S. Steel contributes a certain percentage of salary based upon attained age each year. In addition, most domestic salaried employees participate in defined contribution plans (401(k) plans) whereby the Company matches a certain percentage of salary based upon the amount of each participant's contributions and years of service with the Company. The Steelworkers Pension Trust (SPT), a multi-employer pension plan, to which U. S. Steel contributes on the basis of a fixed dollar amount for each hour, currently covers approximately 54 percent of its union employees in the United States. Government-sponsored programs into which U. S. Steel makes required contributions cover the majority of U. S. Steel's European employees.

The net pension and Other Benefits obligations and the related periodic costs are based on, among other things, assumptions of the discount rate, estimated return on plan assets, salary increases, the mortality of participants and the current level and future escalation of health care costs. Additionally, U. S. Steel recognizes an obligation to provide postemployment benefits for disability-related claims covering indemnity and medical payments for certain employees in North America. The obligation for these claims and the related periodic costs are measured using actuarial techniques and assumptions. Actuarial gains and losses are deferred and amortized over future periods.

U. S. Steel records costs associated with ongoing benefit arrangements for employees associated with temporary idling of facilities and reduced production in the period when it becomes probable that the costs will be incurred and the costs are reasonably estimable. See Note 19 for further details.

Concentration of credit and business risks

U. S. Steel is exposed to credit risk in the event of nonpayment by customers principally within the automotive, container, construction, steel service center, appliance and electrical, conversion, and oil, gas and petrochemical industries. Changes in these industries may significantly affect U. S. Steel's financial performance and management's estimates. U. S. Steel mitigates its exposure to credit risk by performing ongoing credit evaluations and, when deemed necessary, requiring letters of credit, credit insurance, prepayments, guarantees or other collateral.

The majority of U. S. Steel's customers are located in North America and Europe. No single customer accounted for more than 10 percent of gross annual revenues.

Foreign currency translation

U. S. Steel is subject to the risk of fluctuations due to the effects of exchange rates on revenues and operating costs and existing assets or liabilities denominated in currencies other than our reporting currency, the U.S. dollar.

The functional currency for U. S. Steel Europe (USSE) is the euro ( € ). U. S. Steel Canada Inc.'s (USSC) functional currency is the Canadian dollar (C$). Assets and liabilities of these entities are

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translated to U.S. dollars at period-end exchange rates. Revenue and expenses are translated using the average exchange rate for the reporting period. Resulting translation adjustments are recorded in the accumulated other comprehensive income (loss) component of stockholders' equity.

Stock-based compensation

U. S. Steel accounts for its various stock-based employee compensation plans in accordance with the guidance in ASC Topic 718 on stock compensation (see Note 14).

Deferred taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The realization of deferred tax assets is assessed quarterly based on several interrelated factors. These factors include U. S. Steel's expectation to generate sufficient future taxable income and the projected time period over which these deferred tax assets will be realized. U. S. Steel records a valuation allowance when necessary to reduce deferred tax assets to the amount that will more likely than not be realized. A full valuation allowance is recorded for both the Canadian and Serbian deferred tax assets primarily due to cumulative losses in these jurisdictions in recent years. Deferred tax liabilities have not been recognized for the undistributed earnings of certain foreign subsidiaries, primarily U. S. Steel Košice (USSK), because management intends to indefinitely reinvest such earnings in foreign operations. See Note 10 for further details of deferred taxes.

Insurance

U . S. Steel maintains insurance for certain property damage, equipment, business interruption and general liability exposures; however, insurance is applicable only after certain deductibles and retainages. U. S. Steel is self-insured for certain other exposures including workers' compensation (where permitted by law) and auto liability. Liabilities are recorded for workers' compensation and personal injury obligations. Other costs resulting from losses under deductible or retainage amounts or not otherwise covered by insurance are charged against income upon occurrence.

Sales taxes

Sales are recorded net of sales taxes charged to customers. Sales taxes primarily relate to value-added tax on sales.

Reclassifications

Certain reclassifications of prior years' data have been made to conform to the current year presentation.

2.      New Accounting Standards

Testing for goodwill impairment for reporting units with zero or negative carrying values

On December 17, 2010, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2010-28, Intangibles – Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (ASU 2010-28). ASU 2010-28 addresses how companies should test for goodwill impairment when the book value of a reporting entity is zero or negative. ASU 2010-28 is effective for fiscal years and interim periods beginning after December 15, 2010. U. S. Steel does not expect any financial statement impact relating to the adoption of this ASU.

Accounting for variable interest entities

On January 1, 2010, U. S. Steel adopted updates to Accounting Standards Codification (ASC) Topic 810 related to improvements to financial reporting by enterprises involved with variable interest entities. The updates to ASC Topic 810 include a criterion that requires the primary

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beneficiary to have the power to direct the activities that most significantly impact the economic performance of the variable interest entity. Due to the addition of this criterion, the adoption resulted in the deconsolidation of Gateway Energy & Coke Company, LLC and Daniel Ross Bridge, LLC from our consolidated financial statements on a prospective basis. The primary impact from the adoption of the updates to ASC Topic 810 was the removal of approximately $300 million of net assets, comprised mainly of property, plant and equipment, from our consolidated balance sheet. These net assets were entirely offset by noncontrolling interest, which was also removed upon adoption. There was an immaterial impact to our consolidated statement of operations. See Note 18 for further details of these entities.

Accounting for transfers of financial assets

On January 1, 2010, U. S. Steel adopted updates to ASC Topic 860 related to the accounting for transfers of financial assets. As a result of the adoption, any transfers of receivables pursuant to our Receivables Purchase Agreement (RPA) no longer qualify as a "sale" and are now accounted for as secured borrowing transactions. Accordingly, receivable transfers as well as the related borrowings for equal amounts are required to be reflected on the consolidated balance sheet and the proceeds and repurchases related to the securitization program will be included in cash flows from financing activities in the statement of cash flows. U. S. Steel did not have any transactions under the RPA during 2010 or 2009. See Note 16 for further details of our accounts receivable facility.

3.      Segment Information

U. S. Steel has three reportable segments: Flat-rolled Products (Flat-rolled), USSE and Tubular Products (Tubular). The results of several operating segments that do not constitute reportable segments are combined and disclosed in the Other Businesses category.

The Flat-rolled segment includes the operating results of U. S. Steel's North American integrated steel mills and equity investees involved in the production of slabs, rounds, strip mill plates, sheets, tin mill products as well as all iron ore and coke production facilities in the United States and Canada. These operations primarily serve North American customers in the service center, conversion, transportation (including automotive), construction, container, and appliance and electrical markets. The steel rounds and a portion of the hot-rolled sheets produced by Flat-rolled are supplied to the Tubular segment.

The USSE segment includes the operating results of USSK, U. S. Steel's integrated steel mill and coke and other production facilities in Slovakia; U. S. Steel Serbia (USSS), U. S. Steel's integrated steel mill and other facilities in Serbia; and an equity investee located in Europe. USSE primarily serves customers in the European construction, service center, conversion, container, transportation (including automotive), appliance and electrical, and oil, gas and petrochemical markets. USSE produces and sells sheet, slabs, strip mill plate, tin mill products and spiral welded pipe, as well as heating radiators and refractory ceramic materials.

The Tubular segment includes the operating results of U. S. Steel's tubular production facilities, primarily in the United States, and equity investees in the United States and Brazil. These operations produce and sell seamless and electric resistance welded (ERW) steel casing and tubing (commonly known as oil country tubular goods or OCTG), standard and line pipe and mechanical tubing and primarily serve customers in the oil, gas and petrochemical markets.

Other Businesses includes transportation services (railroad and barge operations) and real estate operations.

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The chief operating decision maker evaluates performance and determines resource allocations based on a number of factors, the primary measure being income from operations. Income from operations for reportable segments and Other Businesses does not include net interest and other financial costs, income taxes, benefit expenses for current retirees and certain other items that management believes are not indicative of future results. Information on segment assets is not disclosed as it is not reviewed by the chief operating decision maker.

The accounting principles applied at the operating segment level in determining income from operations are generally the same as those applied at the consolidated financial statement level. The transfer value for steel rounds from Flat-rolled to Tubular is based on cost. All other intersegment sales and transfers are accounted for at market-based prices and are eliminated at the corporate consolidation level. Corporate-level selling, general and administrative expenses and costs related to certain former businesses are allocated to the reportable segments and Other Businesses based on measures of activity that management believes are reasonable.

The results of segment operations are as follows:

(In millions)		Customer sales								Intersegment sales								Net sales								(Loss) Income from equity investees								(Loss) Income from operations								Depreciation, depletion & amortization								Capital expenditures   (a)
2010
Flat-rolled		$	10,848							$	1,012							$	11,860							$	26							$	(312	)						$	470							$	499
USSE			3,989								48								4,037								1								(33	)							129								120
Tubular			2,403								5								2,408								(6	)							349								45								45
Total reportable segments			17,240								1,065								18,305								21								4								644								664
Other Businesses			134								298								432								(1	)							52								-								12
Reconciling Items and Eliminations			-								(1,363	)							(1,363	)							-								(167	)							14								-
Total		$	17,374							$	-							$	17,374							$	20							$	(111	)						$	658							$	676
2009
Flat-rolled		$	6,814							$	331							$	7,145							$	(24	)						$	(1,438	)						$	460							$	338
USSE			2,944								3								2,947								-								(208	)							143								113
Tubular			1,216								5								1,221								(5	)							57								45								12
Total reportable segments			10,974								339								11,313								(29	)							(1,589	)							648								463
Other Businesses			74								218								292								-								(2	)							13								9
Reconciling Items and Eliminations			-								(557	)							(557	)							-								(93	)							-								-
Total		$	11,048							$	-							$	11,048							$	(29	)						$	(1,684	)						$	661							$	472
2008
Flat-rolled		$	13,789							$	1,499							$	15,288							$	101							$	1,390							$	386							$	465
USSE			5,487								30								5,517								1								491								145								210
Tubular			4,251								2								4,253								(9	)							1,207								62								29
Total reportable segments			23,527								1,531								25,058								93								3,088								593								704
Other Businesses			227								690								917								-								77								12								31
Reconciling Items and Eliminations			-								(2,221	)							(2,221	)							-								(96	)							-								-
Total		$	23,754							$	-							$	23,754							$	93							$	3,069							$	605							$	735

(a)	Excludes capital spending by variable interest entities, which is not funded by U. S. Steel.

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The following is a schedule of reconciling items to income (loss) from operations:

(In millions)		2010								2009								2008
Items not allocated to segments:
Retiree benefit expenses		$	(173	)						$	(134	)						$	(22	)
Other items not allocated to segments:
Federal excise tax refund (Note 5)			-								34								-
Net gain on the sale of assets (Note 6)			6								97								-
Litigation reserve (a)			-								45								(45	)
Environmental remediation charge (Note 27)			-								(49	)							(23	)
Workforce reduction charges (Note 19)			-								(86	)							-
Deferred gain recognition ( Note 5 )			-								-								150
Labor agreement signing payments ( Note 17 )			-								-								(105	)
Asset impairment charge (b)			-								-								(28	)
Flat-rolled inventory transition effects (c)			-								-								(23	)
Total other items not allocated to segments			6								41								(74	)
Total reconciling items		$	(167	)						$	(93	)						$	(96	)

(a)

A litigation reserve involving a rate escalation provision in a U. S. Steel power supply contract was established in 2008 as a result of a court ruling and was subsequently reversed in 2009 as the decision was overturned.

(b)

In December 2008, U. S. Steel decided to exit the drawn-over-mandrel tubular products business. A pre-tax charge of $28 million was taken in 2008 associated with this action principally to write down to fair value equipment associated with this business.

(c)

The impact of selling inventory acquired from Stelco Inc., which had been recorded at fair value.

Net Sales by Product:

The following summarizes net sales by product:

(In millions)		2010								2009								2008
Flat-rolled		$	14,126							$	9,205							$	18,291
Tubular			2,463								1,281								4,367
Raw materials (coke and iron ore)			31								68								198
Other (a)			754								494								898
Total		$	17,374							$	11,048							$	23,754

(a)

Includes sales of steel production by-products, transportation services (railroad and barge operations) and real estate operations.

Geographic Area:

The information below summarizes net sales and property, plant and equipment and other long-term assets based on the location of the operating segment to which they relate.

(In millions)		Year				Net Sales								Assets
North America			2010			$	13,385							$	5,659	(a)
			2009			$	8,104							$	5,925	(a)
			2008			$	18,269							$	5,799	(a)
Europe			2010				3,989								1,406	(b)
			2009				2,944								1,522	(b)
			2008				5,487								1,540	(b)
Other Foreign Countries			2010				-								45
			2009				-								40
			2008				-								29
Eliminations			2010				-								-
			2009				-								-
			2008				(2	)							-
Total			2010			$	17,374							$	7,110
			2009			$	11,048							$	7,487
			2008			$	23,754							$	7,368

(a)

Assets with a book value of $4,103 million, $4,346 million and $4,332 million were located in the United States at December 31, 2010, 2009 and 2008, respectively.

(b)

Assets with a book value of $1,177 million, $1,282 million and $1,295 million were located in Slovakia at December 31, 2010, 2009 and 2008, respectively.

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4.      Acquisitions

Z-Line Company

As a result of the minority owner's exercise of a put option, U. S. Steel acquired the minority owner's 40 percent ownership interest in Z-Line Company (Z-Line), a partnership, on December 23, 2009 for C$26 million (approximately $24 million). Z-line, which owned and operated a galvanizing/galvannealing line, has subsequently been dissolved and the facility is now operated as part of our Hamilton Works located in Ontario, Canada. The acquisition has been accounted for in accordance with ASC Topic 810, "Consolidations."

Clairton 1314B Partnership, L.P.

On October 31, 2008, U. S. Steel acquired the interests in the Clairton 1314B Partnership, L.P. (Clairton 1314B) held by unrelated parties for $104 million, and Clairton 1314B was terminated. The acquisition was accounted for in accordance with FAS 141, "Business Combinations" (FAS 141). U. S. Steel accounted for the purchase price of this acquisition, in excess of the acquired noncontrolling interests, using step acquisition accounting. This resulted in a partial step-up in the book value of property, plant and equipment of $73 million, which will be depreciated over 15 years.

Pickle Lines

On August 29, 2008, USSC paid C$38 million (approximately $36 million) to acquire three pickle lines in Nanticoke, Ontario. The acquisition of the pickle lines strengthened USSC's position as a premier supplier of flat-rolled steel products to the North American market. The acquisition was accounted for in accordance with FAS 141. The purchase price was allocated to property, plant and equipment.

5.      Other Income

Other income for 2010 consists of various transactions, none of which are individually material.

Other income for 2009 primarily consists of a refund of $34 million associated with the recovery of black lung excise taxes that were paid on coal export sales from 1990 to 1992. Of the $34 million of cash received, $24 million represents interest.

Other income for the year ended December 31, 2008 primarily consists of the recognition of a $150 million noncash deferred gain established to address U. S. Steel's obligation to fund operating cash shortfalls of Clairton 1314B and to cover certain indemnifications related to the partnership. U. S. Steel was the sole general partner and there were two unaffiliated limited partners of Clairton 1314B. With the acquisition of the remaining interests (see Note 4), the partnership was terminated and we no longer have the related obligation.

6.      Dispositions and Assets Held for Sale

Mobile River Terminal Company

On December 21, 2010, U. S. Steel completed the sale of a majority of the operating assets of Mobile River Terminal Company, Inc. and certain assets of Warrior and Gulf Navigation LLC for approximately $35 million. U. S. Steel recognized a pretax gain of approximately $26 million as a result of this transaction.

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USSC Bar Mill and Bloom and Billet Mill

On November 12, 2010, USSC completed the sale of its bar mill and bloom and billet mill located at Hamilton Works for C$41 million (approximately $41 million). U. S. Steel recognized a pretax loss of approximately $5 million as a result of this transaction. As of December 31, 2009, the assets that were to be sold were classified as held for sale in accordance with ASC Topic 360.

Fintube Technologies

On September 1, 2010, U. S. Steel completed the sale of a majority of the operating assets of Fintube Technologies (Fintube) for approximately $22 million and disposed of the related goodwill (See Note 13). Fintube has operations in Tulsa, Oklahoma and Monterrey, Mexico where it manufactures specialty tubular products used in heat recovery technology applications. As a result of the transaction, U. S. Steel recognized a pretax loss of approximately $15 million in 2010.

Wabush Mines Joint Venture

On February 1, 2010, U. S. Steel Canada Inc. (USSC) completed the sale of its 44.6 percent interest in the Wabush Mines Joint Venture (Wabush) for approximately $60 million. Wabush owns and operates iron ore mining and pellet facilities in Newfoundland and Labrador and Quebec, Canada. U. S. Steel recognized an immaterial gain on the sale.

Elgin, Joliet and Eastern Railway Company

On January 31, 2009, U. S. Steel completed the sale of the majority of the operating assets of Elgin, Joliet and Eastern Railway Company (EJ&E) to Canadian National Railway Company (CN) for approximately $300 million. U. S. Steel retained railroad assets, equipment, and employees that support the Gary Works. As a result of the transaction, U. S. Steel recognized a pretax gain of approximately $97 million, net of a $10 million pension curtailment charge (see Note 19). As of December 31, 2008, the assets of EJ&E that were to be sold, consisting primarily of property, plant and equipment, were classified as held for sale in accordance with ASC Topic 360.

7.      Net Interest and Other Financial Costs

(In millions)		2010								2009								2008
Interest income:
Interest income		$	(7	)						$	(10	)						$	(14	)
Interest expense and other financial costs:
Interest incurred			211								174								185
Less interest capitalized			16								15								14
Net interest incurred			195								159								171
Interest on tax issues			-								-								(2	)
Total interest expense			195								159								169
Foreign currency loss (gain) (a)			58								(8	)							(103	)
Financial costs on:
Sale of receivables			5								3								4
$750 million Amended Credit Agreement			6								4								1
USSK credit facilities			2								-								-
Amortization of discounts and deferred financing costs			15								13								5
Total other financial costs (income)			86								12								(93	)
Net interest and other financial costs		$	274							$	161							$	62

(a)

The functional currency for USSE is the euro and the functional currency for USSC is the Canadian dollar. Foreign currency net gains are a result of transactions denominated in currencies other than the euro (principally the U.S. dollar, Slovak koruna (prior to December 31, 2008) or Serbian dinar) or the Canadian dollar (principally the U.S. dollar). Additionally, foreign currency net (gain) or loss includes the impacts of the remeasurement of a U.S. dollar-denominated intercompany loan to a European subsidiary net of the impacts of Euro-U.S. dollar derivatives activity.

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The Slovak Republic entered into the Eurozone effective January 1, 2009. The entry was approved by the European Council on June 19, 2008, and the definitive exchange rate of 30.126 Slovak koruna per euro was established on July 8, 2008. The setting of the definitive exchange rate significantly reduced the company's exposure to fluctuations between the Slovak koruna and the euro.

8.      Income and Dividends Per Common Share

Net Income (Loss) per Share Attributable to United States Steel Corporation Shareholders

Basic net income or loss per common share is based on the weighted average number of common shares outstanding during the period.

Diluted net income per common share assumes the exercise of stock options and the vesting of restricted stock, restricted stock units and performance awards and the conversion of convertible notes (under the "if-converted" method), provided in each case the effect is dilutive.

(Dollars in millions, except per share amounts)		2010								2009								2008
Net (loss) income attributable to United States Steel Corporation shareholders		$	(482	)						$	(1,401	)						$	2,112
Plus income effect of assumed conversion-interest on convertible notes			-								-								-
Net (loss) income after assumed conversion		$	(482	)						$	(1,401	)						$	2,112
Weighted-average shares outstanding (in thousands):
Basic			143,571								134,469								117,102
Effect of convertible notes			-								-								-
Effect of stock options			-								-								351
Effect of dilutive restricted stock, performance awards and restricted stock units			-								-								168
Adjusted weighted-average shares outstanding, diluted			143,571								134,469								117,621
Basic earnings per common share		$	(3.36	)						$	(10.42	)						$	18.04
Diluted earnings per common share		$	(3.36	)						$	(10.42	)						$	17.96

The following table summarizes the securities that were antidilutive, and therefore, were not included in the computation of diluted income (loss) per common share:

(in thousands)		2010								2009								2008
Securities granted under the 2005 Stock Incentive Plan			3,648								3,122								553
Securities convertible under the Senior Convertible Notes			27,059								27,059								-
Total			30,707								30,181								553

Dividends Paid per Share

Quarterly dividends on common stock were five cents per share for each quarter in 2010.

Quarterly dividends on common stock in 2009 were 30 cents per share for the first quarter and five cents per share for the second, third and fourth quarters.

Quarterly dividends on common stock in 2008 were 25 cents per share for the first and second quarters and 30 cents per share for the third and fourth quarters.

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9.      Inventories

(In millions)		December 31, 2010								December 31, 2009
Raw materials		$	949							$	481
Semi-finished products			851								741
Finished products			449								336
Supplies and sundry items			103								121
Total		$	2,352							$	1,679

Current acquisition costs were estimated to exceed the above inventory values at December 31 by $885 million and $1.1 billion in 2010 and 2009, respectively. Cost of sales was reduced and income from operations was improved by $12 million, $135 million and $145 million in 2010, 2009 and 2008, respectively, as a result of liquidations of LIFO inventories.

During the years ended December 31, 2010 and 2009, we recorded lower of cost or market related charges totaling approximately $30 million and $165 million, respectively.

Inventory includes $91 million and $101 million of land held for residential/commercial development as of December 31, 2010 and 2009, respectively.

From time to time, U. S. Steel enters into coke swap agreements designed to reduce transportation costs. U. S. Steel shipped approximately 735,000 tons and received approximately 710,000 tons of coke under swap agreements during 2010. U. S. Steel shipped approximately 149,000 tons and received approximately 162,000 tons of coke under swap agreements during 2009.

U. S. Steel also has entered into iron ore pellet swap agreements. U. S. Steel shipped and received approximately 2,314,000 tons and 1,020,000 tons of iron ore pellets during 2010 and 2009, respectively.

The coke and iron ore pellet swaps are recorded at cost as nonmonetary transactions. There was no income statement impact related to these swaps.

10.      Income Taxes

Provisions (benefits) for income taxes

		2010																								2009																								2008
(In millions)		Current								Deferred								Total								Current								Deferred								Total								Current								Deferred								Total
Federal		$	(55	)						$	92							$	37							$	(277	)						$	(103	)						$	(380	)						$	385							$	248							$	633
State and local			(3	)							42								39								(8	)							(53	)							(61	)							62								34								96
Foreign			-								21								21								2								-								2								40								84								124
Total		$	(58	)						$	155							$	97							$	(283	)						$	(156	)						$	(439	)						$	487							$	366							$	853

A reconciliation of the federal statutory tax rate of 35 percent to total provisions follows:

(In millions)		2010								2009								2008
Statutory rate applied to income (loss) before income taxes		$	(135	)						$	(646	)						$	1,052
Effects of foreign operations			282								298								(114	)
Noncontrolling interests			-								2								(15	)
Excess percentage depletion			(81	)							(29	)							(79	)
State and local income taxes after federal income tax effects			25								(40	)							62
Adjustments of prior years' federal income taxes			(6	)							(24	)							(15	)
Tax credits			(2	)							(5	)							(20	)
Deduction for domestic production activities			10								8								(26	)
Other			4								(3	)							8
Total provision (benefit)		$	97							$	(439	)						$	853

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The effective tax rate for 2010 was (25)% and the effective tax benefit rate for 2009 was 24%. The effective tax rate differs from the statutory rate mainly because losses in Canada and Serbia, which are jurisdictions where we have recorded full valuation allowances, do not generate a tax benefit for accounting purposes, and because we had foreign currency gains and losses that are not recognized in any tax jurisdiction. Included in the 2010 tax provision is a net tax benefit of $39 million relating to adjustments to tax reserves, offset by a tax charge of $27 million as a result of the U.S. health care legislation enacted in the first quarter of 2010 (see Note 19).

Income tax receivable

During 2010, U. S. Steel received the $214 million income tax receivable reflected in the balance sheet at December 31, 2009 representing the federal income tax refund related to the carryback of our 2009 losses to prior years. The income tax receivable of $175 million at December 31, 2010 primarily reflects the additional federal income tax refund that we expect to receive as a result of the carryback of our 2010 losses as well as an expected refund of income taxes paid in 2010.

Unrecognized tax benefits

The total amount of unrecognized tax benefits was $115 million, $106 million and $99 million as of December 31, 2010, 2009 and 2008, respectively. The change in unrecognized tax benefits reflects a net increase for tax positions taken for prior years' returns, offset by decreases resulting from the conclusion of certain tax examinations. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $100 million as of December 31, 2010. Unrecognized tax benefits are the differences between a tax position taken, or expected to be taken, in a tax return and the benefit recognized for accounting purposes pursuant to the guidance in ASC Topic 740 on income taxes.

U. S. Steel records interest related to uncertain tax positions as a part of net interest and other financial costs in the Statement of Operations. Any penalties are recognized as part of selling, general and administrative expenses. As of December 31, 2010, 2009 and 2008, U. S. Steel had accrued liabilities of $4 million for interest related to uncertain tax positions. U. S. Steel currently does not have a liability for tax penalties.

A tabular reconciliation of unrecognized tax benefits follows:

(In millions)		2010								2009								2008
Unrecognized tax benefits, beginning of year		$	106							$	99							$	68
Increases – tax positions taken in prior years			49								24								24
Decreases – tax positions taken in prior years			(25	)							(27	)							(17	)
Increases – current tax positions			10								14								34
Settlements			(18	)							-								(10	)
Lapse of statute of limitations			(7	)							(4	)							-
Unrecognized tax benefits, end of year		$	115							$	106							$	99

It is reasonably expected that during the next 12 months unrecognized tax benefits related to income tax issues will not change by a significant amount.

Tax years subject to examination

Below is a summary of the tax years open to examination by major tax jurisdiction:

U.S. Federal – 2006 and forward*

U.S. States – 2002 and forward

Slovakia – 2005 and forward

Serbia – 2006 and forward

Canada Federal and Provincial – 2004 and forward

*Lone Star has open tax years for its U.S. federal returns dating back to 1994 due to the presence of net operating loss carryforwards.

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Status of IRS examinations

The Internal Revenue Service (IRS) audit of U. S. Steel's 2006 and 2007 tax returns was completed in the first quarter of 2010 and agreement was reached with the IRS on the proposed adjustments. The results of the audit did not have a material impact on U. S. Steel. The IRS began its audit of U. S. Steel's 2008 and 2009 tax returns in 2009.

Taxes on foreign income

Pretax (loss) income for 2010, 2009 and 2008 attributable to foreign sources was ($744) million ($845) million and $684 million, respectively. As of December 31, 2010, it remains U. S. Steel's intention to continue to indefinitely reinvest undistributed foreign earnings and, accordingly, no deferred tax liability has been recorded in connection therewith. Undistributed earnings of certain consolidated foreign subsidiaries at December 31, 2010, amounted to $2,937 million. If such earnings were not indefinitely reinvested, a U.S. deferred tax liability of approximately $880 million would have been required.

The Slovak Income Tax Act provided an income tax credit which was available to USSK if certain conditions were met. The cumulative amount of credits for the period 2000 through 2009 was limited to $430 million. USSK met all of the conditions required to claim the credits and used all of the credits by December 31, 2008. The total income tax credit claimed for 2008 was $25 million.

Deferred taxes

Deferred tax assets and liabilities resulted from the following:

		December 31,
(In millions)		2010								2009
Deferred tax assets:
State tax credit carryforwards (expiring in 2014 through 2029)		$	15							$	17
State tax loss carryforwards (expiring in 2015 through 2030)			68								52
Minimum tax credit carryforwards			51								14
General business credit carryforwards			55								1
Foreign tax loss and credit carryforwards (expiring in 2014 through 2030)			667								485
Employee benefits			1,661								1,622
Receivables, payables and debt			64								43
Expected federal benefit for deducting state deferred income taxes			38								24
Inventory			-								154
Contingencies and accrued liabilities			136								141
Valuation allowances:
State			(5	)							-
Foreign			(870	)							(575	)
Total deferred tax assets			1,880								1,978
Deferred tax liabilities:
Property, plant and equipment			1,071								981
Investments in subsidiaries and equity investees			98								80
Inventory			13								-
Other temporary differences			58								83
Total deferred tax liabilities			1,240								1,144
Net deferred tax asset		$	640							$	834

At December 31, 2010 and 2009, the net domestic deferred tax asset was $563 million and $731 million, respectively. A substantial amount of U. S. Steel's domestic deferred tax assets relates to employee benefits that will become deductible for tax purposes over an extended period of time as cash contributions are made to employee benefit plans and retiree benefits are paid in the future. As a result of our cumulative historical earnings, we continue to believe it is more likely than not that the net domestic deferred tax asset will be realized.

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At December 31, 2010 and 2009, the net foreign deferred tax asset was $77 million and $103 million, respectively, net of established valuation allowances of $870 million and $575 million, respectively. Net foreign deferred tax assets will fluctuate as the value of the U.S. dollar changes with respect to the euro, the Canadian dollar and the Serbian dinar. A full valuation allowance is recorded for both the Canadian and Serbian deferred tax assets primarily due to cumulative losses in these jurisdictions in recent years. If evidence changes and it becomes more likely than not that the Company will realize the deferred tax assets, the valuation allowance of $819 million for Canadian deferred tax assets and $39 million for Serbian deferred tax assets as of December 31, 2010, would be partially or fully reversed. Any reversals of these amounts would result in a decrease to tax expense.

11.      Investments and Long-Term Receivables

		December 31,
(In millions)		2010								2009
Equity method investments		$	623							$	668
Receivables due after one year, less allowance of $22 in both periods			40								21
Other			7								6
Total		$	670							$	695

Investees accounted for using the equity method include:

Investee		Country		December 31, 2010 Ownership
Acero Prime, S. R. L. de CV		Mexico			40	%
Apolo Tubulars S.A.		Brazil			50	%
Baycoat		Canada			50	%
Baycoat Limited		Canada			50	%
Chrome Deposit Corporation		United States			50	%
Daniel Ross Bridge, LLC		United States			50	%
D.C. Chrome Limited		Canada			50	%
Double Eagle Steel Coating Company		United States			50	%
Double G Coatings Company L.P.		United States			50	%
Feralloy Processing Company		United States			49	%
Hibbing Development Company		United States			24.1	%
Hibbing Taconite Company (a)		United States			14.7	%
Leeds Retail Center LLC		United States			38	%
PRO-TEC Coating Company		United States			50	%
Serbian Roll Services Company, d.o.o.		Serbia			50	%
Strategic Investment Partners I (b)		United States			8.6	%
Strategic Investment Partners II (b)		United States			3.9	%
Swan Point Development Company, LLC		United States			50	%
Tilden Mining Company, LLC (a)		United States			15	%
United Spiral Pipe, LLC		United States			35	%
USS-POSCO Industries		United States			50	%
Worthington Specialty Processing		United States			49	%

(a)

Hibbing Taconite Company (HTC) is an unincorporated joint venture that is owned, in part, by Hibbing Development Company (HDC), which is accounted for using the equity method. Through HDC we are able to influence the activities of HTC, and as such, its activities are accounted for using the equity method.

Tilden Mining Company, LLC is a limited liability company and in accordance with ASC Topic 323 "Partnerships and Unincorporated Joint Ventures," (ASC 323) its financial activities are accounted for using the equity method.

(b)

Strategic Investment Partners I and II are limited partnerships and in accordance with ASC 323, the financial activities are acccounted for using the equity method.

Dividends and partnership distributions received from equity investees were $4 million in 2010, $12 million in 2009 and $63 million in 2008.

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For discussion of transactions and related receivable and payable balances between U. S. Steel and its investees, see Note 25.

12.      Property, Plant and Equipment

						December 31,
(In millions)		Useful Lives				2010								2009
Land and depletable property			-			$	270							$	248
Buildings			35 years				1,358								1,353
Machinery and equipment			4-22 years				13,508								13,921
Information technology			5-6 years				578								333
Leased machinery and equipment			3-25 years				176								175
Total							15,890								16,030
Less accumulated depreciation and depletion							9,404								9,210
Net						$	6,486							$	6,820

Amounts in accumulated depreciation and depletion for assets acquired under capital leases (including sale-leasebacks accounted for as financings) were $154 million and $145 million at December 31, 2010 and 2009, respectively.

13.      Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2010 and December 31, 2009 are as follows:

		Flat-rolled Segment								USSE Segment								Tubular Segment								Total
Balance at January 1, 2009		$	760							$	-							$	849							$	1,609
Goodwill from acquisitions			-								-								-								-
Currency translation			116								-								-								116
Balance at December 31, 2009		$	876							$	-							$	849							$	1,725
Goodwill from acquisitions			-								4								-								4
Impact of dispositions ( Note 6)			-								-								(15	)							(15	)
Currency translation			46								-								-								46
Balance at December 31, 2010		$	922							$	4							$	834							$	1,760

Goodwill represents the excess of the cost over the fair value of acquired identifiable tangible and intangible assets and liabilities assumed from businesses acquired. We have two reporting units that have a significant amount of goodwill. Our Flat-rolled reporting unit was allocated goodwill from the Stelco and Lone Star acquisitions in 2007. These amounts reflect the benefits we expect the Flat-rolled reporting unit to realize from expanding our flexibility in meeting our customers' needs and running our Flat-rolled facilities at higher operating rates to source our semi-finished product needs. Our Texas Operations reporting unit, which is part of our Tubular operating segment, was allocated goodwill from the Lone Star acquisition, reflecting the benefits we expect the reporting unit to realize from the expansion of our tubular operations.

Goodwill is tested for impairment at the reporting unit level annually in the third quarter and whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation of impairment involves comparing the estimated fair value of the associated reporting unit to its carrying value, including goodwill. U. S. Steel completed its annual goodwill impairment test during the third quarter of 2010 and determined that there was no goodwill impairment for either reporting unit.

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Fair value was determined in accordance with the guidance in ASC Topic 820 on fair value which requires consideration of the income, market and cost approaches as applicable. For the 2010 annual goodwill impairment test, U. S. Steel used fair values estimated under the income approach and the market approach. Although considered, U. S. Steel did not utilize the cost approach as relevant data was not available.

The income approach is based upon projected future cash flows discounted to present value using factors that consider the timing and risk associated with the future cash flows. Fair value for the Flat-rolled and Texas Operations reporting units was estimated using probability weighted scenarios of future cash flow projections based on management's long range estimates of market conditions over a multiple year horizon. A three percent perpetual growth rate was used to arrive at an estimated terminal value. A discount rate of 10.5 percent was used for both reporting units and was based upon the cost of capital of other comparable steel companies, which we view as the most likely market participants, as of the date of our goodwill impairment test.

The market approach is based upon an analysis of valuation metrics for companies comparable to each reporting unit. Fair value for the Flat-rolled and Texas Operations reporting units was estimated using an appropriate valuation multiple based on this analysis, estimated normalized earnings and an estimated control premium.

In order to validate the reasonableness of the estimated fair values of the reporting units, a reconciliation of the aggregate fair values of all reporting units to market capitalization, using a reasonable control premium, was performed as of the valuation date. We further validated the reasonableness of the estimated fair values of our reporting units using other valuation metrics that included data from historical U. S. Steel transactions as well as published industry analyst reports.

Goodwill impairment tests in 2009 and prior years also indicated that goodwill was not impaired for either reporting unit. Accordingly, there are no accumulated impairment losses for goodwill.

Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and are detailed below:

				As of December 31, 2010																								As of December 31, 2009
(In millions)		Useful Lives		Gross Carrying Amount								Accumulated Amortization								Net Amount								Gross Carrying Amount								Accumulated Amortization								Net Amount
Customer relationships		22-23 Years		$	220							$	34							$	186							$	216							$	24							$	192
Other		2-20 Years			23								9								14								24								10								14
Total amortizable intangible assets				$	243							$	43							$	200							$	240							$	34							$	206

The carrying amount of water rights with indefinite lives as of December 31, 2010 and December 31, 2009 totaled $75 million. The water rights are tested for impairment annually in the third quarter. The 2010 and 2009 impairment tests indicated that the fair value of the water rights exceeded the carrying value. Accordingly, no impairment loss was recognized.

Aggregate amortization expense was $9 million, $12 million and $14 million for the years ended December 31, 2010, 2009 and 2008, respectively. The estimated future amortization expense of identifiable intangible assets during the next five years is $11 million in each year from 2011 to 2015.

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14.      Stock-Based Compensation Plans

On April 26, 2005, U. S. Steel's stockholders approved the 2005 Stock Incentive Plan (the "2005 Stock Plan"). The aggregate number of shares of U. S. Steel common stock that may be issued through April 26, 2020 under the 2005 Stock Plan is 15,450,000 shares, of which 10,090,652 shares are available as of December 31, 2010 for future grants. Generally, a share issued under the Plan pursuant to an award other than a stock option will reduce the number of shares available under the Stock Plan by 1.64 shares. The purposes of the 2005 Stock Plan are to attract, retain and motivate employees and non-employee directors of outstanding ability, and to align their interests with those of the stockholders of U. S. Steel. The Compensation & Organization Committee of the Board of Directors (the Compensation Committee) administers the plan pursuant to which they may make grants of stock options, restricted stock, restricted stock units (RSU's), performance awards, and other stock-based awards. Also, shares related to awards (i) that are forfeited, (ii) that terminate without shares having been issued or (iii) for which payment is made in cash or property other than shares are again available for awards under the plan; provided, however, that shares delivered to U. S. Steel or withheld for purposes of satisfying the exercise price or tax withholding obligations shall not again be available for awards.

The following table summarizes the total stock-based compensation awards granted during the years 2010, 2009 and 2008:

		Stock Options								Restricted Stock								Restricted Stock Units								Performance Awards
2010 Grants			612,270								-								359,960								105,640
2009 Grants			1,026,580								-								564,210								116,410
2008 Grants			281,200								1,000								118,420								32,870

Stock-based compensation expense

The following table summarizes the total compensation expense recognized for stock-based compensation awards:

(In millions, except per share amounts)		Year Ended December 31, 2010								Year Ended December 31, 2009								Year Ended December 31, 2008
Stock-based compensation expense recognized:
Cost of sales		$	9							$	10							$	11
Selling, general and administrative expenses			20								27								24
Total			29								37								35
Related deferred income tax benefit			11								14								13
Decrease in net income		$	18							$	23							$	22
Decrease in basic earnings per share		$	0.13							$	0.17							$	0.19
Decrease in diluted earnings per share		$	0.13							$	0.17							$	0.18

As of December 31, 2010, total future compensation cost related to nonvested stock-based compensation arrangements was $34 million, and the average period over which this cost is expected to be recognized is approximately 12 months.

Stock options

Compensation expense for stock options is recorded over the vesting period based on the fair value on the date of grant, as calculated by U. S. Steel using the Black-Scholes model and the assumptions listed below. The 2010, 2009 and 2008 awards vest ratably over a three-year service

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period and have a term of ten years. Options are issued at the market price on the date of the grant. Upon exercise of stock options, shares of U. S. Steel stock are issued from treasury stock.

Black-Scholes Assumptions		2010 Grants								2009 Grants								2008 Grants
Price per share of option award		$	45.65							$	29.81							$	169.23
Expected annual dividends per share		$	0.20							$	0.20							$	1.00
Expected life in years			5.0								4.5								4.5
Expected volatility			64	%							62	%							43	%
Risk-free interest rate			2.1	%							2.6	%							3.2	%
Average grant date fair value per share of unvested option awards as calculated from above		$	24.31							$	14.87							$	64.51

The expected annual dividends per share are based on the latest annualized dividend rate at the date of grant; the expected life in years is determined primarily from historical stock option exercise data; the expected volatility is based on the historical volatility of U. S. Steel stock; and the risk-free interest rate is based on the U.S. Treasury strip rate for the expected life of the option.

The following table shows a summary of the status and activity of stock options for the year ended December 31, 2010:

		Shares								Weighted- Average Exercise Price (per share)								Weighted- Average Remaining Contractual Term (in years)								Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2010			2,220,957							$	56.92
Granted			612,270								45.65
Exercised			(145,254	)							29.93
Forfeited or expired			(47,683	)							45.31
Outstanding at December 31, 2010			2,640,290							$	56.00								9.1							$	6
Exercisable at December 31, 2010			1,351,989							$	65.76								5.3								-
Exercisable and expected to vest at December 31, 2010			2,552,699							$	56.38								8.9							$	5

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (difference between our closing stock price on the last trading day of 2010 and the exercise price, multiplied by the number of in-the-money options). Intrinsic value changes are based on the fair market value of our stock. Total intrinsic value of options outstanding at December 31, 2009 was zero because generally the options were out-of-the-money at December 31, 2009.

During the years ended December 31, 2010, 2009 and 2008, the total intrinsic value of stock options exercised (i.e., the difference between the market price at exercise and the price paid by the employee to exercise the option) was $3 million, $0.3 million and $29 million, respectively. The total amount of cash received by U. S. Steel from the exercise of options during the year ended December 31, 2010 was $4 million and the related net tax benefit realized from the exercise of these options was immaterial.

Stock awards

Compensation expense for nonvested stock awards is recorded over the vesting period based on the fair value at the date of grant.

Restricted stock awards and RSU's vest ratably over three years. Their fair value is the market price of the underlying common stock on the date of grant.

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Performance awards vest at the end of a three-year performance period as a function of U. S. Steel's total shareholder return compared to the total shareholder return of a peer group of companies over the three-year performance period. Performance awards can vest at between zero and 200 percent of the target award.

The following table shows a summary of the performance awards outstanding as of December 31, 2010, and their fair market value on the respective grant date:

Performance Period		Fair Value (in millions)								Minimum Shares								Target Shares								Maximum Shares
2010 - 2013		$	6								-								105,640								211,280
2009 - 2012		$	5								-								116,410								232,820
2008 - 2011		$	7								-								32,870								65,740

The following table shows a summary of the status and activity of nonvested stock awards for the year ended December 31, 2010:

		Restricted Stock								Restricted Stock Units								Performance Awards (a)								Total								Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2010			47,178								608,870								190,605								846,653							$	58.96
Granted			-								359,960								105,640								465,600								48.23
Vested			(45,859	)							(212,298	)							(33,767	)							(291,924	)							69.65
Performance adjustment factor (b)			-								-								(20,078	)							(20,078	)							143.60
Forfeited or expired			(1,319	)							(22,799	)							(569	)							(24,687	)							42.80
Nonvested at December 31, 2010			-								733,733								241,831								975,564							$	49.30

(a)

The number of shares shown for the performance awards is based on the target number of share awards.

(b)

Consists of adjustments to vested performance awards to reflect actual performance. The adjustments were required since the original grants of the awards were at 100 percent of the targeted amounts.

The following table presents information on restricted stock, RSU's and performance awards granted:

		2010				2009				2008
Number of shares (or RSU's) granted			465,600				680,620				152,290
Weighted-average grant-date fair value per share		$	48.23			$	31.61			$	174.28

During the years ended December 31, 2010, 2009, and 2008, the total fair value of shares vested was $20 million, $19 million, and $12 million, respectively.

15.      Derivative Instruments

U. S. Steel is exposed to foreign currency exchange rate risks as a result of our European and Canadian operations. USSE's revenues are primarily in euros and costs are primarily in U.S. dollars and euros. Prior to Slovakia's entry into the Eurozone as of January 1, 2009, the USSE segment also had foreign currency exchange rate risks related to the Slovak koruna. USSC's revenues and costs are denominated in both Canadian and U.S. dollars. In addition, foreign cash requirements have been and in the future may be funded by intercompany loans, creating intercompany monetary assets and liabilities in currencies other than the functional currency of the entities involved, which can affect income when remeasured at the end of each period. A $1.6 billion U.S. dollar-denominated intercompany loan (the Intercompany Loan) from a U.S. subsidiary to a European subsidiary was the primary exposure at December 31, 2010.

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U. S. Steel uses euro forward sales contracts with maturities no longer than 12 months to exchange euros for U.S. dollars to manage our exposure to foreign currency exchange rate fluctuations. Derivative instruments are required to be recognized at fair value in the balance sheet. U. S. Steel has not elected to designate these euro forward sales contracts as hedges. Therefore, changes in the fair value are recognized immediately in the results of operations. The gains and losses recognized on these euro forward sales contracts may also partially offset the accounting remeasurement gains and losses recognized on the Intercompany Loan.

As of December 31, 2010, U. S. Steel held euro forward sales contracts with a total notional value of approximately $398 million. We mitigate the risk of concentration of counterparty credit risk by purchasing our forward sales contracts from several counterparties.

Additionally, we routinely enter into fixed-price forward physical purchase contracts to partially manage our exposure to price risk related to the purchases of natural gas and certain nonferrous metals used in the production process. Historically, the forward physical purchase contracts for natural gas and nonferrous metals have qualified for the normal purchases and normal sales exemption in ASC Topic 815. However, due to reduced natural gas consumption in 2009, we net settled some of our excess natural gas purchase contracts for certain facilities. Therefore, the remaining contracts related to 2009 natural gas purchases for those facilities no longer met the exemption criteria and were subject to mark-to-market accounting.

During 2010, all natural gas purchase contracts qualified for the normal purchases and normal sales exemption under ASC Topic 815 and were not subject to mark-to-market accounting.

The following summarizes the location and amounts of the fair values related to derivatives included in U. S. Steel's financial statements as of December 31, 2010 and 2009:

		Location of Fair Value in Balance Sheet		Fair Value
(In millions)			December 31, 2010				December 31, 2009
Foreign exchange forward contracts		Accounts payable		($	11	)		($	2	)

The following summarizes the location and amounts of the gains and losses related to derivatives included in U. S. Steel's financial statements for the years ended December 31, 2010, 2009 and 2008:

		Gain (Loss) on Derivative in Statement of Operations		Amount of Gain (Loss)
		Year ended December 31, 2010				Year ended December 31, 2009				Year ended December 31, 2008
Forward physical purchase contracts		Cost of Sales		$	-			($	20	)		($	18	)
Foreign exchange forward contracts		Other financial costs		$	3			$	7			$	38

In accordance with ASC Topic 820 on fair value measurements and disclosures, the fair value of our euro forward sales contracts was determined using Level 2 inputs, which are defined as "significant other observable" inputs. The inputs used are from market sources that aggregate data based upon market transactions. The fair value of our forward physical purchase contracts for natural gas was also determined using Level 2 inputs. The inputs used include forward prices derived from the New York Mercantile Exchange.

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16.      Debt

(In millions)		Interest Rates %								Maturity								December 31,
					2010								2009
2037 Senior Notes			6.65								2037							$	350							$	350
2020 Senior Notes			7.375								2020								600								-
2018 Senior Notes			7.00								2018								500								500
2017 Senior Notes			6.05								2017								450								450
2014 Senior Convertible Notes			4.00								2014								863								863
2013 Senior Notes			5.65								2013								300								300
Province Note (C$150 million)			1.00								2015								150								142
Environmental Revenue Bonds			4.75 - 6.88								2011 – 2030								458								458
Recovery Zone Facility Bonds			6.75								2040								70								-
Fairfield Caster Lease											2011 – 2012								20								29
Other capital leases and all other obligations											2011 – 2014								18								30
Amended Credit Agreement, $750 million			Variable								2012								-								-
USSK Revolver, € 200 million			Variable								2013								-								288
USSK credit facilities, € 80 million			Variable								2012 - 2015								-								-
USSS credit facilities, € 20 million and 1 billion Serbian Dinar			Variable								2011								-								-
Total Debt																			3,779								3,410
Less Province Note fair value adjustment																			36								40
Less unamortized discount																			10								6
Less short-term debt and long-term debt due within one year																			216								19
Long-term debt																		$	3,517							$	3,345

Senior Notes

On March 16, 2010, U. S. Steel issued $600 million of 7.375 percent Senior Notes due 2020 (2020 Senior Notes). The 2020 Senior Notes were issued at 99.125 percent of their principal amount. U. S. Steel received net proceeds of $582 million after fees of $13 million for the underwriting discount and third party expenses. Interest is payable semi-annually on April 1st and October 1st of each year. The 2020 Senior Notes are not listed on any national securities exchange. The 2020 Senior Notes contain covenants restricting our ability to create liens, to enter into sale-leaseback transactions and to consolidate, merge or transfer all, or substantially all of our assets. They also contain provisions requiring the purchase of the 2020 Notes upon a change of control under certain specified circumstances, as well as other customary provisions.

On December 10, 2007, U. S. Steel issued $500 million of 7.00 percent Senior Notes due 2018 (the 2018 Senior Notes). Interest is payable semi-annually on February 1st and August 1st of each year. The 2018 Senior Notes are not listed on any national securities exchange. The 2018 Senior Notes contain covenants restricting our ability to create liens, to enter into sale-leaseback transactions and to consolidate, merge or transfer all, or substantially all of our assets. They also contain provisions requiring the purchase of the 2018 Notes upon a change of control under certain specified circumstances, as well as other customary provisions.

On May 21, 2007, U. S. Steel issued a total of $1,100 million of senior notes consisting of $350 million at 6.65 percent due 2037, $450 million at 6.05 percent due 2017, and $300 million at 5.65 percent due 2013, collectively, the Senior Notes (and individually, the 2037 Senior Notes, the 2017 Senior Notes and the 2013 Senior Notes, respectively). Interest is payable semi-annually on June 1st and December 1st of each year. The Senior Notes are not listed on any national securities exchange. Proceeds from the sale of the Senior Notes were used to finance a portion of the Lone Star acquisition. The Senior Notes contain covenants restricting our ability to create liens, to enter into sale-leaseback transactions and to consolidate, merge or transfer all, or substantially all of our assets. They also contain provisions requiring the purchase of the Senior Notes upon a change of control under certain specified circumstances, as well as other customary provisions.

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Senior Convertible Notes

On May 4, 2009, U. S. Steel issued $863 million of 4.00% Senior Convertible Notes due May 15, 2014 (the Senior Convertible Notes). U. S. Steel received net proceeds from the offering of $836 million after fees of $27 million for the underwriting discount and third party expenses. The fees for the issuance of the Senior Convertible Notes will be amortized to interest expense over their five-year term.

The Senior Convertible Notes are senior and unsecured obligations that rank equally with U. S. Steel's other existing and future senior and unsecured indebtedness. Interest on the Senior Convertible Notes is payable semi-annually on May 15 th and November 15 th of each year. The Senior Convertible Notes are not listed on any national securities exchange.

U. S. Steel may not redeem the Senior Convertible Notes prior to their maturity date. Holders may convert their Senior Convertible Notes into shares of U. S. Steel common stock at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date of May 15, 2014. The initial conversion rate for the Senior Convertible Notes is 31.3725 shares of U. S. Steel common stock per $1,000 principal amount of Senior Convertible Notes, equivalent to an initial conversion price of approximately $31.875 per share of common stock, subject to adjustment as defined in the Senior Convertible Notes. On the issuance date of the Senior Convertible Notes, the market price of U. S. Steel's common stock was below the stated conversion price of $31.875 and therefore, there was no beneficial conversion option to the holders. Based on the initial conversion rate, the Senior Convertible Notes are convertible into 27,058,781 shares of U. S. Steel common stock and we reserved for the possible issuance of 33,824,000 shares, which is the maximum amount that could be issued upon conversion. Other than receiving cash in lieu of fractional shares, holders do not have the option to receive cash upon conversion. As of December 31, 2010, there have been an immaterial amount of conversions.

If U. S. Steel undergoes a fundamental change, as defined in the Senior Convertible Notes, holders may require us to repurchase the Senior Convertible Notes in whole or in part for cash at a price equal to 100% of the principal amount of the Senior Convertible Notes to be purchased plus any accrued and unpaid interest (including additional interest, if any) up to, but excluding the repurchase date.

The Senior Convertible Notes contain covenants restricting our ability to create liens, to enter into sale-leaseback transactions and to consolidate, merge or transfer all, or substantially all of our assets. They also contain provisions requiring the purchase of the Senior Convertible Notes upon a change of control under certain specified circumstances, as well as other customary provisions. In addition, certain payment defaults on other indebtedness are a default under the Senior Convertible Notes.

Province Note

In its acquisition of Stelco on October 31, 2007, U. S. Steel assumed a note that Stelco had issued to the Province of Ontario, Canada. The face amount of the Province Note is C$150 million (approximately $150 million and $142 million at December 31, 2010 and 2009) and is payable on December 31, 2015. The Province Note is unsecured and is subject to a 75 percent discount if the solvency deficiencies in the four main Stelco pension plans (see Note 19) are eliminated on or before the maturity date. The Province Note bears interest at a rate of one percent per annum and is payable semi-annually. Upon the acquisition, the Province Note was recorded at its present value of amounts to be paid using a current interest rate, in accordance with FAS 141. The Province Note will be accreted up to its face value over its term assuming an effective interest rate of 6.67 percent.

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Obligations relating to Environmental Revenue Bonds

U. S. Steel is the ultimate obligor on $458 million of Environmental Revenue Bonds. During 2010 and 2009, U. S. Steel refunded $89 million and $129 million, respectively, of Environmental Revenue Bonds with newly issued Environmental Revenue Bonds. At December 31, 2010, U. S. Steel is the direct underlying obligor on $260 million of these bonds. U. S. Steel is obligated on the remainder ($198 million, which includes $2 million of call premiums) under the Financial Matters Agreement (Exhibit 10(h)) that was entered into when it separated from Marathon Oil Corporation (Marathon) on December 31, 2001 (the Separation), whereby U. S. Steel assumed and will discharge all principal, interest and other duties of Marathon under these obligations, including any amounts due upon any defaults or accelerations of any of the obligations, other than defaults or accelerations caused by any action of Marathon. The agreement also provides that on or before the tenth anniversary of the Separation (December 31, 2011), U. S. Steel will provide for the discharge of Marathon from any remaining liability under any of these bond obligations by retiring or refunding these bonds, or amending them to relieve Marathon's liability.

Recovery Zone Facility Bonds

On December 1, 2010, U. S. Steel entered into a loan agreement in connection with the issuance and sale by the Lorain County Port Authority of $70 million of Lorain County Port Authority Recovery Zone Facility Revenue Bonds (the Recovery Zone Bonds). The proceeds from the sale of the Recovery Zone Bonds, reflected as restricted cash in other noncurrent assets, were loaned to U. S. Steel to finance the costs of a capital project at our Lorain Tubular Operations in Ohio. The proceeds become unrestricted as capital expenditures for this project are made. At December 31, 2010, $52 million of this restricted cash remained. The interest rate on the loan is 6.75 percent and interest is payable semi-annually on June 1 st and December 1 st of each year.

Fairfield Caster Lease

U. S. Steel is the sublessee of a slab caster at Fairfield Works in Alabama. The sublease is accounted for as a capital lease. Marathon is the primary obligor under the lease. Under an agreement related to the Separation, U. S. Steel assumed and will discharge all obligations under this lease. The final lease payment is due in December 2012 and the lease term expires in June 2013, subject to additional extensions.

Other capital leases and all other obligations

U. S. Steel is the lessee of a coke battery at the Clairton Plant in Pennsylvania. Marathon is the primary obligor under the lease. Under an agreement related to the Separation, U. S. Steel assumed and will discharge all obligations under this lease, which matures in 2012. Upon making the final lease payment in 2012, the lessor is obligated to transfer the coke battery to U. S. Steel.

Amended Credit Agreement

On June 12, 2009, U. S. Steel entered into an amendment and restatement of its $750 million Credit Agreement dated May 11, 2007 (Amended Credit Agreement) which revised pricing and amended other customary terms and conditions. U. S. Steel simultaneously entered into a security agreement providing for a security interest in the majority of its domestic inventory, certain accounts receivable and related collateral.

The Amended Credit Agreement established a borrowing base formula, which limits the amounts U. S. Steel can borrow to a percent of the value of certain domestic inventory less specified reserves.

The Amended Credit Agreement provides for borrowings at interest rates based on defined, short-term, market rates plus a spread based on availability and includes other customary terms and conditions including restrictions on our ability to create certain liens and to consolidate, merge or transfer all, or substantially all, of our assets. The Amended Credit Agreement expires in May 2012.

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As of December 31, 2010, there were no amounts drawn on the Amended Credit Agreement and inventory values supported the full $750 million of the facility. The Amended Credit Agreement contains a financial covenant requiring U. S. Steel to maintain a fixed charge coverage ratio (as further defined in the Amended Credit Agreement) of at least 1.10 to 1.00 for the most recent four consecutive quarters when availability under the Amended Credit Agreement is less than the greater of 15% of the total aggregate commitments and $112.5 million. Since availability was greater than $112.5 million, compliance with the fixed charge coverage ratio covenant was not applicable. However, based on the most recent four quarters, as of December 31, 2010, we would not meet this covenant if we were to borrow more than $637.5 million. If the value of inventory decreases or we are not able to meet this covenant in the future, the full amount of this facility would not be available to the Company.

Receivables Purchase Agreement

U. S. Steel has a Receivables Purchase Agreement (RPA) under which trade accounts receivable are sold, on a daily basis without recourse, to U. S. Steel Receivables, LLC (USSR), a wholly owned, bankruptcy-remote, special purpose entity used only for the securitization program. USSR can then sell senior undivided interests in the receivables to certain third-party commercial paper conduits for cash, while maintaining a subordinated undivided interest in a portion of the receivables. U. S. Steel has agreed to continue servicing the sold receivables at market rates. Because U. S. Steel receives adequate compensation for these services, no servicing asset or liability is recorded. On July 21, 2010, U. S. Steel and USSR entered into an amendment of the program documentation that increased the maximum amount of receivables eligible for sale from $500 million to $525 million and extended the term until July 19, 2013.

On January 1, 2010, U. S. Steel adopted updates to ASC Topic 860 related to the accounting for transfers of financial assets (see Note 2). At December 31, 2010 and December 31, 2009, there were no receivables transferred under this facility and eligible accounts receivable supported $525 million and $500 million, respectively, of availability under the RPA. The net book value of U. S. Steel's retained interest in the receivables represents the best estimate of the fair market value due to the short-term nature of the receivables. The retained interest in the receivables is recorded net of the allowance for bad debts, which has historically not been significant.

USSR pays the conduits a discount based on the conduits' borrowing costs plus incremental fees. We paid $5 million and $3 million in 2010 and 2009, respectively, relating to fees on the RPA. These costs are included in other financial costs in the statement of operations.

Generally, the facility provides that as payments are collected from the sold accounts receivables, USSR may elect to have the conduits reinvest the proceeds in new eligible accounts receivable. As there was no activity under this facility during 2010 and 2009, there were no collections reinvested.

The table below summarizes the trade receivables at December 31, 2010 and 2009 for USSR:

(In millions)		2010								2009
Balance of accounts receivable-net, purchased by USSR		$	1,004							$	792
Revolving interest sold to conduits			-								-
Accounts receivable-net, included in the accounts receivable balance on the balance sheet of U. S. Steel		$	1,004							$	792

The facility may be terminated on the occurrence and failure to cure certain events, including, among others, failure of USSR to maintain certain ratios related to the collectability of the receivables and failure to make payment under its material debt obligations and may also be terminated upon a change of control.

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U. S. Steel Košice ( USSK) credit facilities

On August 6, 2010, USSK entered into a € 200 million (approximately $267 million at December 31, 2010) unsecured revolving credit facility which expires in August 2013. This facility replaced its three-year € 200 million credit facility dated July 2, 2008.

On October 8, 2009, USSK amended its € 40 million (approximately $53 million and $58 million at December 31, 2010 and 2009) unsecured revolving credit facility. The facility expires in October 2012.

On December 17, 2010, USSK entered into a € 20 million (approximately $27 million at December 31, 2010) unsecured revolving credit facility to replace its € 10 million facility that was scheduled to expire in January 2011. The facility expires in December 2015.

On December 16, 2009, USSK amended its € 20 million (approximately $27 million and $29 million at December 31, 2010 and 2009) unsecured revolving credit facility. The facility expires in December 2012.

Each of these facilities bear interest at the applicable inter-bank offer rate plus a margin and they contain customary terms and conditions. USSK is the sole obligor on each of these facilities and is obligated to pay a commitment fee on the undrawn portion of the facilities.

At December 31, 2010, USSK had no borrowings against its € 280 million total unsecured revolving credit facilities (which approximated $374 million) and the availability was approximately $367 million due to approximately $7 million of customs and other guarantees outstanding. At December 31, 2009, USSK had € 200 million of borrowings against its € 270 million of unsecured credit facilities (which approximated $389 million) and the availability was approximately $93 million due to approximately $8 million of customs and other guarantees and amounts outstanding.

U. S. Steel Serbia (USSS) credit facilities

Effective September 1, 2010, USSS replaced its former bank facilities with new facilities. The new facilities, which are the sole obligation of USSS and expire on August 31, 2011, consist of facilities for general corporate purposes of up to € 20 million and an overdraft facility of up to 1 billion Serbian dinars (which together totaled approximately $39 million at December 31, 2010), subject in each case to a borrowing base calculation based upon the value of USSS's finished and semi-finished inventory. At December 31, 2010, USSS had no borrowings under these facilities and its inventory values were sufficient to utilize the entire amount of the facilities.

Change in control event

At December 31, 2010, in the event of a change in control of U. S. Steel, debt obligations totaling $3,062 million, which includes the Senior Notes and the Senior Convertible Notes, may be declared immediately due and payable. In addition, the Amended Credit Agreement may be terminated and any amount outstanding thereunder may be declared immediately due and payable. U. S. Steel may also be required to either repurchase the leased Fairfield slab caster for $37 million or provide a letter of credit to secure the remaining obligation.

Debt Maturities – Aggregate maturities of debt are as follows (in millions):

2011		2012				2013				2014				2015				Later Years				Total
$        216		$	20			$	300			$	863			$	114			$	2,230			$	3,743	(a)

(a)

Debt maturities include the Province Note fair value adjustment discussed above.

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17.      2008 Collective Bargaining Agreements

In 2008, U. S. Steel and its U. S. Steel Tubular Products, Inc. subsidiary reached new collective bargaining agreements with the United Steelworkers (USW), which cover approximately 16,900 employees at our flat-rolled, tubular, coke-making and iron ore operations in the United States (the 2008 CBAs). The 2008 CBAs were ratified by the USW membership in September 2008 and expire on September 1, 2012. The agreements provided for a payment to be made to each covered USW active member by October 1, 2008, which resulted in U. S. Steel recognizing a charge of $105 million in 2008.

The 2008 CBAs were effective September 1, 2008, contain no-strike provisions and resulted in wage increases ranging from $0.65 to $1.00 per hour as of the effective date. Each subsequent September 1 thereafter during the contract period, employees will receive a four percent wage increase. The 2008 CBAs also provide for pension and other benefit enhancements for both current employees and retirees. The 2008 CBAs also require U. S. Steel to make annual $75 million contributions during the contract period to a restricted account within our trust for retiree health care and life insurance. In April 2009, we reached agreement with the USW to defer the 2009 contribution until 2012. In November 2010, we reached agreement with the USW to defer the 2010 contribution until 2014. See Note 19 for further details.

Effective January 1, 2009, the 2008 CBAs also revised the profit sharing to include income from operations from Texas Operations. At the same time the profit sharing formula was modified such that at certain higher levels of income from operations, profit sharing payments will be capped and any excess amounts will be contributed to our trust to fund retiree health care and life insurance benefits for USW retirees. There were no excess contribution amounts in 2010 or 2009.

18.      Variable Interest Entities

Effective January 1, 2010, U. S. Steel adopted updates to ASC Topic 810 (see Note 2) related to improvements to financial reporting by enterprises involved with variable interest entities. The updates to ASC Topic 810 include a criterion that requires the primary beneficiary to have the power to direct the activities that most significantly impact the economic performance of the variable interest entity. Due to the addition of this criterion, the adoption resulted in the deconsolidation of the following entities from our consolidated financial statements on a prospective basis.

Gateway Energy & Coke Company, LLC

Gateway Energy & Coke Company, LLC (Gateway) is a wholly owned subsidiary of SunCoke Energy, Inc. in which U. S. Steel has no ownership interest. Gateway has constructed a heat recovery coke plant with an expected annual capacity of 650,000 tons of coke at U. S. Steel's Granite City Works that began operations in the fourth quarter of 2009. U. S. Steel has a 15-year arrangement to purchase coke from Gateway under which Gateway is obligated to supply 90 percent to 105 percent of the expected annual capacity of this coke plant, and U. S. Steel is obligated to purchase the coke from Gateway at the contract price. As of December 31, 2010, a maximum default payment of approximately $283 million would apply if U. S. Steel terminates the agreement.

There are three activities that most significantly impact Gateway's economic performance: procurement of coking coal used in the production of coke, direction of the operations associated with the production of coke and steam and direction of the sale of coke and steam. U. S. Steel and Gateway jointly direct the sale of coke and steam due to the 15-year arrangement described

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above; however, U. S. Steel does not have the power to direct the other activities that most significantly impact Gateway's economic performance. Since the only activity in which U. S. Steel shares power is less significant than the combination of the other significant activities, U. S. Steel is not the primary beneficiary. Accordingly, as of January 1, 2010, U. S. Steel deconsolidated Gateway and all activity with Gateway is now accounted for as third party transactions.

Daniel Ross Bridge, LLC

Daniel Ross Bridge, LLC (DRB) was established for the development of a 1,600 acre master-planned community in Hoover, Alabama. The economic performance of DRB is significantly impacted by the fair value of the underlying property. The activities that most directly impact DRB's economic performance are the development, marketing, and sale of the underlying property, none of which are directed by U. S. Steel. Since U. S. Steel does not have the power to direct the activities that most significantly impact DRB's economic performance, U. S. Steel is not the primary beneficiary. Accordingly, U. S. Steel deconsolidated DRB and began accounting for this entity using the equity method of accounting effective January 1, 2010 (See Note 11).

19.      Pensions and Other Benefits

U. S. Steel has defined contribution or multi-employer arrangements for pension benefits for more than half of its North American employees and non-contributory defined benefit pension plans covering the remaining North American employees. Benefits under the defined benefit pension plans are based upon years of service and final average pensionable earnings, or a minimum benefit based upon years of service, whichever is greater. In addition, pension benefits for most salaried employees in the United States under these plans are based upon a percent of total career pensionable earnings. Most salaried employees in the United States, including those not participating in the defined benefit pension plans of the Company, participate in defined contribution plans (401(k) plans) whereby the Company matches a certain percentage of salary based on the amount contributed by the participant and years of service with the company and for those without defined benefit coverage, also provides a company provided retirement account benefit based on salary and attained age. Approximately 54 percent of U. S. Steel's union employees in the United States are currently covered by the Steelworkers Pension Trust (SPT), a multi-employer pension plan, to which U. S. Steel contributes on the basis of a fixed dollar amount for each hour. As a result of the 2008 CBAs (see below), the flat dollar contribution rate per hour increased to $2.65 from $1.80.

The majority of employees and retirees of USSC participate in defined benefit pension plans and retiree health and life insurance plans. The majority of USSC union employees participate in defined benefit pension plans for which benefits are based upon years of service multiplied by a flat dollar rate. All USSC union employees at Hamilton Works participate in a defined benefit pension plan subject to the terms of the collective bargaining agreement which expired in July 2010; these employees are now under a work lockout. Slightly more than half of salaried USSC employees participate in defined benefit pension plans where benefits are based on final average pensionable earnings. The balance of salaried employees participate in defined benefit pension plans for which benefits are based upon years of service multiplied by a flat dollar rate. The balance of USSC union employees are covered by a defined contribution arrangement first initiated with the 2010 collective bargaining agreement for the Lake Erie bargaining union group.

Most union employees and retirees added with the acquisition of Lone Star in June 2007 participate in defined benefit pension plans. As a result of the 2008 CBAs, these defined benefit pension plans were frozen at December 31, 2008 and active participants are now covered by the SPT. Salaried employees added with the acquisition of Lone Star primarily participate in defined contribution pension plans. As of December 31, 2010, the Lone Star defined benefit pension plans were merged into the main U. S. Steel defined benefit pension plan.

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U.S. Steel's defined benefit retiree health care and life insurance plans (Other Benefits) cover the majority of its employees in North America upon their retirement. Health care benefits are provided through hospital, surgical, major medical and drug benefit provisions or through health maintenance organizations, both subject to various cost sharing features, and in most cases domestically, an employer cap on total costs. Upon their retirement, most salaried employees in the United States are provided with a flat dollar pre-Medicare benefit and a death benefit.

The majority of U. S. Steel's European employees are covered by government-sponsored programs into which U. S. Steel makes required contributions. Also, U. S. Steel sponsors defined benefit plans for most European employees covering benefit payments due to employees upon their retirement, some of which are government mandated. These same employees receive service awards throughout their careers based on stipulated service and, in some cases, age and service.

U. S. Steel uses a December 31 measurement date for its plans and may have an interim measurement date if significant events occur. Details relating to Pension Benefits and Other Benefits are below.

		Pension Benefits																Other Benefits
(In millions)		2010								2009								2010								2009
Change in benefit obligations
Benefit obligations at January 1		$	9,988							$	9,572							$	4,224							$	4,235
Service cost			101								106								21								19
Interest cost			543								605								227								251
Plan amendments			10								-								22								-
Actuarial losses (gains)			761								493								132								(89	)
Exchange rate loss			175								399								40								101
Settlements, curtailments and termination benefits			(13	)							(37	)							-								17
Benefits paid			(935	)							(1,150	)							(326	)							(310	)
Benefit obligations at December 31		$	10,630							$	9,988							$	4,340							$	4,224
Change in plan assets
Fair value of plan at January 1		$	8,280							$	7,587							$	1,333							$	1,102
Actual return on plan assets			941								1,374								164								244
Employer contributions			220								219								-								12
Exchange rate gain			141								244								-								-
Benefits paid from plan assets			(927	)							(1,144	)							(90	)							(25	)
Fair value of plan assets at December 31		$	8,655							$	8,280							$	1,407							$	1,333
Funded status of plans at December 31		$	(1,975	)						$	(1,708	)						$	(2,933	)						$	(2,891	)

Amounts recognized in accumulated other comprehensive loss:

										2010
(In millions)		12/31/2009								Amortization								Activity								12/31/2010
Pensions
Prior Service Cost		$	125							$	(24	)						$	11							$	112
Actuarial losses			3,895								(219	)							521								4,197
Other Benefits
Prior Service Cost			404								(24	)							23								403
Actuarial Losses			233								11								67								311

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As of December 31, 2010 and 2009, the following amounts were recognized in the balance sheet:

		Pension Benefits																Other Benefits
(In millions)		2010								2009								2010								2009
Noncurrent assets		$	13							$	16							$	-							$	-
Current liabilities			(234	)							(234	)							(426	)							(347	)
Noncurrent liabilities			(1,754	)							(1,490	)							(2,507	)							(2,542	)
Accumulated other comprehensive loss (a)			4,258								3,996								733								645
Net amount recognized		$	2,283							$	2,288							$	(2,200	)						$	(2,244	)

(a)

Accumulated other comprehensive loss effects associated with accounting for pensions and other benefits in accordance with ASC Topic 715 at December 31, 2010 and December 31, 2009, respectively, are reflected net of tax of $1,673 million and $1,672 million respectively, on the Statement of Stockholders' Equity.

The ABO for all defined benefit pension plans was $10,199 million and $9,534 million at December 31, 2010 and 2009, respectively.

		December 31,
(In millions)		2010								2009
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
Aggregate accumulated benefit obligations (ABO)		$	(10,148	)						$	(9,452	)
Aggregate projected benefit obligations (PBO)			(10,578	)							(9,907	)
Aggregate fair value of plan assets			8,589								8,182

The aggregate ABO in excess of plan assets reflected above is included in the payroll and benefits payable and employee benefits lines on the balance sheet.

Following are the details of net periodic benefit costs related to Pension and Other Benefits:

		Pension Benefits																								Other Benefits
(In millions)		2010								2009								2008								2010								2009								2008
Components of net periodic benefit cost:
Service cost		$	101							$	106							$	117							$	21							$	19							$	18
Interest cost			543								605								547								227								251								229
Expected return on plan assets			(670	)							(735	)							(757	)							(108	)							(107	)							(100	)
Amortization - prior service costs			24								24								29								23								23								(15	)
- actuarial losses			219								141								100								(11	)							(8	)							17
Net periodic benefit cost, excluding below			217								141								36								152								178								149
Multiemployer plans (a)			56								50								42								-								-								-
Settlement, termination and curtailment losses			3								80								-								-								13								-
Net periodic benefit cost		$	276							$	271							$	78							$	152							$	191							$	149

(a)

Primarily represents pension expense for the SPT covering USW employees hired from National and new USW employees hired after May 21, 2003.

Profit-based amounts used to reduce retiree medical premiums per the 2008 CBAs are calculated as a percentage of consolidated income from operations (as defined in the 2008 CBAs) based on 7.5 percent of profit between $10 and $50 per ton and 10 percent of profit above $50 per ton. This amount is recognized on a deferred basis and estimated as part of the actuarial calculations used to derive Other Benefit expense. Other Benefit expense in 2010 included $39 million in costs to reflect the profit-based payments, compared with $41 million in 2009 and $27 million in 2008.

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Net periodic benefit cost for pensions and other benefits is projected to be approximately $430 million and approximately $160 million, respectively, in 2011. The amounts in accumulated other comprehensive income that are expected to be recognized as components of net periodic benefit cost during 2011 are as follows:

(In millions)		Pension Benefits 2011								Other Benefits 2011
Amortization of actuarial loss		$	351							$	5
Amortization of prior service cost			21								25
Total recognized from accumulated other comprehensive income		$	372							$	30

Assumptions used to determine the benefit obligation at December 31 and net periodic benefit cost for the year ended December 31 are detailed below:

		Pension Benefits																Other Benefits
		2010								2009								2010								2009
		U.S.				International				U.S.				International				U.S.				International				U.S.				International
Actuarial assumptions used to determine benefit obligations at December 31:
Discount rate			5.00	%			5.00	%			5.50	%			6.00	%			5.00	%			5.00	%			5.50	%			6.00	%
Increase in compensation rate			4.00	%			3.00	%			4.00	%			3.00	%			4.00	%			3.00	%			4.00	%			3.00	%

		Pension Benefits
		2010								2009								2008
		U.S.				International				U.S.				International				U.S.				International
Actuarial assumptions used to determine net periodic benefit cost for the year ended December 31:
Discount rate			5.50	%			6.00	%			6.00	%			6.50	%			5.75	%			5.50	%
Expected annual return on plan assets			8.00	%			7.43	%			8.00	%			7.42	%			8.00	%			7.34	%
Increase in compensation rate			4.00	%			3.00	%			4.00	%			3.00	%			4.00	%			3.00	%

		Other Benefits
		2010								2009								2008
		U.S.				International				U.S.				International				U.S.				International
Discount rate			5.50	%			6.00	%			6.00	%			6.50	%			5.75	%			5.50	%
Expected annual return on plan assets			8.00	%			n/a				8.00	%			n/a				8.00	%			n/a
Increase in compensation rate			4.00	%			3.00	%			4.00	%			3.00	%			4.00	%			3.00	%

The discount rate reflects the current rate at which the pension and other benefit liabilities could be effectively settled at the measurement date. In setting the domestic rates, we utilize several AAA and AA corporate bond indices as an indication of interest rate movements and levels, and we also look to an internally calculated rate determined by matching our expected benefit payments to payments from a stream of AA or higher rated zero coupon corporate bonds theoretically available in the marketplace. Based on this evaluation at December 31, 2010, U. S. Steel decreased the discount rate used to measure both domestic Pension and Other Benefits obligations to 5.00 percent. For USSC benefit plans, a discount rate was selected through a similar review process using Canadian bond rates and indices and at December 31, 2010, U. S. Steel decreased the discount rate to 5.00 percent for its Canadian-based pension and other benefits.

		2010																2009
Assumed health care cost trend rates at December 31:		U.S.								Canada								U.S.								Canada
Health care cost trend rate assumed for next year			8.00	%							6.00	%							8.00	%							7.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)			5.00	%							5.00	%							5.00	%							5.00	%
Year that the rate reaches the ultimate trend rate			2016								2014								2015								2014

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U. S. Steel reviews its own actual historical rate experience and expectations of future insurance trends to determine the escalation of per capita health care costs under U. S. Steel's insurance plans. About two thirds of our costs for the domestic USW participants' retiree health benefits in the Company's main domestic insurance plan are limited to a per capita dollar maximum calculation based on 2006 base year actual costs incurred under the main U. S. Steel insurance plan for USW participants (the "cost cap") that was negotiated in 2003. The effective date of the cost cap was deferred under the 2008 CBA until 2013. After 2013, the Company's costs for a majority of USW retirees and their beneficiaries are expected to remain fixed with the application of the cost cap and as a result, the cost impact of health care escalation on the Company is projected to be limited for this group. Retiree premium contributions are set at a fixed amount for most surviving spouses per the terms of the 2008 CBA and the Company is therefore subject to the full impact of health care cost escalation for this group. In our Canadian retiree medical plans, most health care cost escalation results from the drug programs since most hospital and physician benefits are provided by the Government which incurs the escalation. Health care cost escalation applies to most other groups within the Company's insurance plans, but does not apply to most domestic non-union retirees since their benefits are limited to flat dollar amounts. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In millions)		1-Percentage- Point Increase				1-Percentage- Point Decrease
Effect on total of service and interest components		$	16			$	(13	)
Effect on other postretirement benefit obligations			268				(226	)

Plan Assets

ASC Topic 820 on fair value measurements includes a three-tier hierarchy as a framework for the inputs used in measuring fair value. The categories for determining fair market value are summarized below:

•

Level 1 – quoted prices in active markets for identical investments

•

Level 2 – other significant and observable comparable investments (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

•

Level 3 – investments lacking easily comparable data (including the plan's own assumptions in determining the fair value of investments)

U. S. Steel's Pension plan and Other Benefits plan assets are classified as follows:

Level 1		Level 2		Level 3
Equity Securities - U.S.		Debt Securities - U.S.		Private Equities
Equity Securities - Foreign		Debt Securities - Foreign		Timberlands
Short-term Investments		Mortgage-backed GNMAs & FNMAs		Real Estate
Government Bonds - U.S.		Mortgages		Mineral Interests
Government Bonds - Foreign

An instrument's level is based on the lowest level of any input that is significant to the fair value measurement. Equity Securities – U.S. (including corporate common stocks), Equity Securities – Foreign (including corporate common stocks and investment trusts), Government Bonds – U.S. and Government Bonds – Foreign are valued at the closing price reported on the active market on which the individual securities are traded. Short term investments are valued at amortized cost which approximates fair value due to the short-term maturity of the instruments. Debt Securities – U.S. and Debt Securities – Foreign are valued by accepting a price from a public pricing source or broker quotes. Mortgage-backed GNMAs and FNMAs are valued using quotes from a mortgage

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broker. Mortgages are valued based on the yield of a Canadian government bond plus a spread derived from market data as determined by a third party pricing source. Private Equities are valued using information provided by external managers for each individual investment held in the fund. Real Estate investments are either appraised or valued using the investees' assessment of the assets within the fund. Mineral Interests are valued at the present value of estimated future cash flows discounted at estimated market rates for assets of similar quality and duration. Timberlands are valued using the appraised value plus net working capital and less any estimated performance incentives.

The following is a summary of U. S. Steel's Pension plan assets carried at fair value at December 31, 2010 and 2009:

		Fair Value Measurements at December 31, 2010 (in millions)
		Total								Quoted Prices in Active Markets (Level 1)								Significant Observable Inputs (Level 2)								Significant Unobservable Inputs (Level 3)
Asset Classes
Equity securities – U.S. (a)		$	3,601							$	3,601							$	-							$	-
Equity securities – Foreign (a)			1,514								1,514								-								-
Government bonds – U.S. (a)			474								474								-								-
Government bonds – Foreign			644								644								-								-
Debt securities – U. S. (a)			1,066								-								1,066								-
Private equities			307								-								-								307
Other (b)			1,049								204								402								443
Total		$	8,655							$	6,437							$	1,468							$	750

(a)

Holdings for the trusts' limited partnerships and investment trust interests are primarily included in these asset classes. The individual unit of account in these limited partnerships is the individual investment shares and, therefore, would be classified as a Level 2 investment in the fair value hierarchy. However, this disclosure is looking through these investments and classifying the underlying investments based on their level within the fair value hierarchy, which are Level 1 or 2, depending on the underlying investment.

(b)

Asset classes that are greater than 3% of investments at fair value are disclosed separately. Other includes asset categories that are not significant components to the total assets of the trusts, including short-term investments, debt securities – foreign, mortgage-backed GNMAs and FNMAs, mortgages, timberlands, real estate, mineral interests and miscellaneous receivables and payables.

		Fair Value Measurements at December 31, 2009 (in millions)
		Total								Quoted Prices in Active Markets (Level 1)								Significant Observable Inputs (Level 2)								Significant Unobservable Inputs (Level 3)
Asset Classes
Equity securities – U.S. (a)		$	3,658							$	3,658							$	-							$	-
Equity securities – Foreign (a)			1,115								1,115								-								-
Short-term investments			345								345								-								-
Government bonds – U.S. (a)			472								472								-								-
Government bonds – Foreign			285								285								-								-
Debt securities – U.S. (a)			988								-								988								-
Debt securities – Foreign			581								-								581								-
Other (b)			836								-								218								618
Total		$	8,280							$	5,875							$	1,787							$	618

(a)

Holdings for the trusts' limited partnerships and investment trust interests are primarily included in these asset classes. The individual unit of account in these limited partnerships is the individual investment shares and, therefore, would be classified as a Level 2 investment in the fair value hierarchy. However, this disclosure is looking through these investments and classifying the underlying investments based on their level within the fair value hierarchy, which are Level 1 or 2, depending on the underlying investment.

(b)

Asset classes that are greater than 3% of investments at fair value are disclosed separately. Other includes asset categories that are not significant components to the total assets of the trusts, including mortgage-backed GNMAs and FNMAs, private equities, timberlands, real estate, mineral interests and miscellaneous receivables and payables.

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The following table sets forth a summary of changes in the fair value of U. S. Steel's Pension plan level 3 assets for the years ended December 31, 2010 and 2009 (in millions):

		Other (level 3 assets only)
		2010								2009
Balance at beginning of period		$	618							$	670
Actual return on plan assets:
Interest and dividends			(41	)							(24	)
Realized gain/(loss)			8								2
Net unrealized gain/(loss)			78								(65	)
Purchases, sales, issuances and settlements:
Purchases			116								83
Sales			(29	)							(48	)
Balance at end of period		$	750							$	618

The following is a summary of U. S. Steel's Other Benefits plan assets carried at fair value at December 31, 2010 and 2009:

		Fair Value Measurements at December 31, 2010 (in millions)
		Total								Quoted Prices in Active Markets (Level 1)								Significant Observable Inputs (Level 2)								Significant Unobservable Inputs (Level 3)
Asset Classes
Equity securities – U.S. (a)		$	879							$	879							$	-							$	-
Equity securities – Foreign (a)			83								83								-								-
Short-term investments			47								47								-								-
Government bonds – U.S. (a)			85								85								-								-
Debt securities – U.S. (a)			225								-								225								-
Other (b)			88								4								33								51
Total		$	1,407							$	1,098							$	258							$	51

(a)

Holdings for the trusts' limited partnerships and investment trust interests are primarily included in these asset classes. The individual unit of account in these limited partnerships is the individual investment shares and, therefore, would be classified as a Level 2 investment in the fair value hierarchy. However, this disclosure is looking through these investments and classifying the underlying investments based on their level within the fair value hierarchy, which are Level 1 or 2, depending on the underlying investment.

(b)

Asset classes that are greater than 3% of investments at fair value are disclosed separately. Other includes asset categories that are not significant components to the total assets of the trusts, including mortgage-backed GNMAs and FNMAs, private equities, timberlands, real estate and miscellaneous receivables and payables.

		Fair Value Measurements at December 31, 2009 (in millions)
		Total								Quoted Prices in Active Markets (Level 1)								Significant Observable Inputs (Level 2)								Significant Unobservable Inputs (Level 3)
Asset Classes
Equity securities – U.S. (a)		$	838							$	838							$	-							$	-
Equity securities – Foreign (a)			63								63								-								-
Short-term investments			87								87								-								-
Government bonds – U.S. (a)			85								85								-								-
Debt securities – U.S. (a)			183								-								183								-
Other (b)			77								-								39								38
Total		$	1,333							$	1,073							$	222							$	38

(a)

Holdings for the trusts' limited partnerships and investment trust interests are primarily included in these asset classes. The individual unit of account in these limited partnerships is the individual investment shares and, therefore, would be classified as a Level 2 investment in the fair value hierarchy. However, this disclosure is looking through these investments and classifying the underlying investments based on their level within the fair value hierarchy, which are Level 1 or 2, depending on the underlying investment.

(b)

Asset classes that are greater than 3% of investments at fair value are disclosed separately. Other includes asset categories that are not significant components to the total assets of the trusts, including mortgage-backed GNMAs and FNMAs, private equities, timberlands, real estate and miscellaneous receivables and payables.

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The following table sets forth a summary of changes in the fair value of U. S. Steel's Other Benefits plan level 3 assets for the years ended December 31, 2010 and 2009 (in millions):

		Other (level 3 assets only)
		2010								2009
Balance at beginning of period		$	38							$	25
Transfers in and/or out of level 3			-								(3	)
Actual return on plan assets:
Interest and dividends			1								-
Net unrealized gain/(loss)			5								(3	)
Purchases, sales, issuances and settlements:
Purchases			9								19
Sales			(2	)							-
Balance at end of period		$	51							$	38

U. S. Steel's investment strategy for its U.S. pension and other benefits plan assets provides for a diversified mix of large and mid-cap equities, high quality bonds and selected smaller investments in private equities, investment trusts, timber and mineral interests. For its U.S. pension and Other Benefit plans, U. S. Steel has a target allocation for plan assets of 60 percent and 65 percent in equities, respectively with the balance primarily invested in corporate and government-backed bonds and Treasury bonds. U. S. Steel believes that returns on equities over the long term will be higher than returns from fixed-income securities as actual historical returns from U. S. Steel's trusts have shown. Returns on bonds tend to offset some of the shorter-term volatility of stocks. Both equity and fixed-income investments are made across a broad range of industries and companies to provide protection against the impact of volatility in any single industry as well as company specific developments. U. S. Steel is currently using an 8.0 percent assumed rate of return for purposes of the expected return on assets for the development of net periodic cost for the main defined benefit pension plan and domestic OPEB plans. This rate was determined by taking into account the intended asset mix and the historical premiums that fixed-income and equity investments have yielded above government bonds. Actual returns since the inception of the plans have exceeded this 8.0 percent rate and while some recent annual returns have not, it is U. S. Steel's expectation that future periods will return to this level.

For USSC defined benefit pension plans, U. S. Steel's investment strategy is similar to its strategy for U.S. plans, whereby the Company seeks a diversified mix of large and mid-cap equities, high quality corporate and government bonds and selected smaller investments with a target allocation for plan assets of 65 percent equities. A 7.50 percent rate of return is being used for the development of net periodic costs in 2011 which is lower than the U.S. pension plan assumption as subcategories within the asset mix are from a more limited investment universe and, as a result, have a lower expected return.

Cash Flows

Employer Contributions – In 2010, U. S. Steel made voluntary contributions of $140 million to its main defined benefit pension plan and $81 million in required contributions to the USSC plans. Additionally, U. S. Steel made cash payments of $20 million to pension plans not funded by trusts and $56 million to the Steelworkers Pension Trust in 2010. In 2009, U. S. Steel made a $140 million voluntary contribution to its main defined benefit pension plan and $79 million in required contributions to the USSC and Lone Star plans. Additionally, U. S. Steel made cash payments of $84 million and $58 million to pension plans not funded by trusts and to the Steelworkers Pension Trust, respectively.

The 2008 Collective Bargaining Agreements (see Note 17) require U. S. Steel to make annual $75 million contributions during the contract period to a restricted account within our trust for retiree health care and life insurance. This contribution is in addition to an annual $10 million

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required contribution to the same trust that continues from an earlier agreement. Under this earlier agreement, a $20 million contribution is required if the Company does not contribute at least $75 million to its main pension plan in the prior year. During 2008, the Company made $85 million in contributions to the trust under these agreements, as well as a $143 million contribution to cover some of the health and life benefits for certain retirees of National Steel Corporation. During the first quarter of 2009, the Company made a $10 million contribution to this trust. In April 2009, we reached agreement with the USW to defer the annual $75 million mandatory contributions due in 2009 and the $10 million contribution due in January 2010 until 2012. In November 2010, we reached agreement with the USW to defer the annual $75 million mandatory contributions due in 2010 and the $10 million contribution due in January 2011 until 2014. Further as part of the 2009 agreement, the USW agreed to permit us to use all or part of the $75 million contribution made in 2008 to pay current retiree health care and life insurance claims, subject to a make-up contribution in 2013. In 2010, we elected to use the $75 million contributed to the restricted account in 2008.

Cash payments totaling $237 million and $285 million were made for other postretirement benefit payments not funded by trusts in 2010 and 2009, respectively. These payments exclude amounts which were paid with Medicare Part D Government subsidy funds.

In conjunction with the acquisition of Stelco, now USSC, U. S. Steel assumed the pension plan funding agreement (the Pension Agreement) that Stelco had entered into with the Superintendent of Financial Services of Ontario (the Province) on March 31, 2006 that covers USSC's four main pension plans. The Pension Agreement requires minimum contributions of C$70 million (approximately $70 million) per year in 2011 through 2015 plus additional annual contributions for benefit improvements, primarily related to union retiree indexing provisions. With the Lake Erie collective bargaining agreement settlement in 2010, retiree indexing provisions are no longer provided through the pension plan covering former Lake Erie Works represented employees. The Pension Agreement remains in effect with its defined annual contributions as noted above until the earlier of full solvency funding for the four main plans or until December 31, 2015, when minimum funding requirements for the plans resume under the provincial pension legislation.

Estimated Future Benefit Payments – The following benefit payments, which reflect expected future service as appropriate, are expected to be paid from U. S. Steel's defined benefit plans:

(In millions)		Pension Benefits				Other Benefits
2011		$	935			$	355
2012			885				370
2013			860				365
2014			860				320
2015			830				320
Years 2016 - 2020			3,940				1,465

Non-retirement postemployment benefits

U. S. Steel incurred costs of and paid approximately $85 million during the year ended December 31, 2009 related to employee costs for supplemental unemployment benefits, salary continuance and continuation of health care benefits and life insurance coverage for employees associated with the temporary idling of certain facilities and reduced production at others. U. S. Steel recorded immaterial charges in 2010 related to these benefits. Substantially all of the accrued benefits were paid and there was an immaterial accrual for these benefits as of December 31, 2010.

Settlements, terminations and curtailments

During 2009, approximately 1,060 non-represented North American and European employees elected to retire under various Voluntary Early Retirement Programs (VERPs) that were offered by

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U. S. Steel. VERP charges for termination benefits, curtailment and settlement expenses totaled $70 million for defined benefit pension plans and $13 million for other benefit plans and were recorded in cost of sales in 2009. Charges for additional termination and settlement expenses for the remaining employees that retired under the VERP totaled $3 million and were recorded in cost of sales in 2010. Other pension charges related to the VERPs were incurred for defined contribution plans totaling approximately $18 million in 2009.

In connection with the sale of the majority of EJ&E on January 31, 2009 (see Note 6), a pension curtailment charge of approximately $10 million, which reduced the gain related to this transaction, was recognized in the first quarter of 2009.

Defined contribution plans

U. S. Steel also contributes to several defined contribution plans for its salaried employees. Approximately 57% of non-union salaried employees in North America receive pension benefits through a defined contribution pension plan with defined percentages based on their age, for which company contributions totaled $11 million, $25 million and $15 million in 2010, 2009 and 2008, respectively. Contributions for 2009 included $13 million of payments for VERP related benefits. U. S. Steel's matching contributions to salaried employees' defined contribution savings fund plans, which for the most part are based on a percentage of the employees' salary depending on years of service, totaled $11 million in 2010, zero in 2009 and $20 million in 2008, respectively. The matching contributions for 2009 were zero because the company match of employee 401(k) contributions was temporarily suspended in 2009. Most union employees are eligible to participate in a defined contribution savings fund plan where there is no company match on savings. U. S. Steel also maintains a supplemental thrift plan to provide benefits which are otherwise limited by the Internal Revenue Service for qualified plans. U. S. Steel's costs under these defined contribution plans totaled less than $1 million in 2010, 2009 and 2008.

Other postemployment benefits

The Company provides benefits to former or inactive employees after employment but before retirement. Certain benefits including workers' compensation and black lung benefits represent material obligations to the Company and under the guidance for nonretirement postemployment benefits, have historically been treated as accrued benefit obligations, similar to the accounting treatment provided for pensions and other benefits. Accumulated postretirement benefit obligation (APBO) liabilities for these benefits recorded at December 31, 2010, totaled $104 million as compared to $112 million at December 31, 2009. APBO amounts were developed assuming a discount rate of 5.0 and 5.5 percent at December 31, 2010 and 2009. Net periodic benefit cost for these benefits is projected to be $8 million in 2011 compared to $8 million in 2010 and $ 11 million in 2009. The projected cost in 2011 includes $4 million in unrecognized actuarial gains that will be recorded against accumulated other comprehensive income.

The Company's tax-like benefit obligations under the Coal Industry Retiree Health Benefit Act of 1992 are minimal and are included as part of Other Benefits for accounting purposes.

Drug Subsidy Recoveries and Health Care Legislation

The Company benefits from the Medicare Part D drug program subsidies available under the Medicare Act for primarily the Mineworker and certain limited USW, Medicare-eligible, retiree populations. Most subsidies collected for other Medicare participants do not benefit the Company and are provided to retirees as a reduction to their insurance premiums. The Company collected $21 million and $30 million in 2010 and 2009, respectively, which was subsequently used to pay benefits. The Company has recorded a benefit of approximately $92 million at December 31, 2010 for the drug subsidies, offset by a $16 million liability for subsidies returned to certain participants in the form of medical waiver payments. This net benefit is recorded as a reduction to Other Benefits' APBO liabilities.

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The Patient Protection and Affordable Care Act of 2010 ("PPACA") includes many provisions impacting health care and health insurance coverage in the U.S. Beginning in 2013, PPACA eliminates the tax deductibility of retiree prescription drug expenses allocable to the Medicare Part D subsidies received by an employer. U. S. Steel recorded a tax charge of $27 million in the first quarter of 2010 to adjust deferred tax assets in order to recognize the estimated future tax effects. The Company believes that its retiree health indemnity plans are exempt from the PPACA's group market reform requirements, but that the HMO plans in which many retirees participate will be required to implement these new requirements, thereby potentially resulting in higher premiums for these retirees. Based on the limited guidance that has been issued with respect to the PPACA provision which imposes an excise tax on high-cost employer-sponsored health plan coverage beginning in 2018, the Company believes it has a de minimis liability exposure for future excise taxes on retiree medical benefits, and no amount has been included for this liability in Other Benefits. Also, the Federal government has approved the Company's applications under the Early Retiree Reinsurance Program (ERRP), which is a temporary program established under the PPACA to reimburse the sponsor of employment-based health plans for a portion of the cost of health care benefits provided to pre-Medicare participants, and the Company expects to receive ERRP reimbursements beginning in 2011. No amount has been included in Other Benefits for the ERRP reimbursements since the use of these funds has not yet been determined by the Company.

Pension Funding

U. S. Steel's Board of Directors has authorized additional voluntary contributions to U. S. Steel's trusts for pensions and other benefits of up to $300 million over the time period ranging from 2011 through the end of 2012. U. S. Steel made voluntary contributions of $140 million to the main domestic defined benefit pension plan in both 2010 and 2009. U. S. Steel may also make voluntary contributions of similar amounts in 2011 or later periods in order to mitigate against potentially larger mandatory contributions under the Pension Protection Act of 2006 in later years. The contributions actually required will be greatly influenced by the level of voluntary contributions, the performance of pension fund assets in the financial markets, the election of the use of existing credit balances in future periods and various other economic factors and actuarial assumptions that may come to influence the level of the funded position in future years.

20.      Asset Retirement Obligations

U. S. Steel's asset retirement obligations (AROs) primarily relate to mine and landfill closure and post-closure costs. The following table reflects changes in the carrying values of AROs for the years ended December 31, 2010 and 2009:

		December 31,
(In millions)		2010								2009
Balance at beginning of year		$	45							$	48
Additional obligations incurred			1								–
Obligations settled			(7	)							(7	)
Foreign currency translation effects			(2	)							1
Accretion expense			2								3
Balance at end of year		$	39							$	45

Certain AROs related to disposal costs of the majority of fixed assets at our integrated steel facilities have not been recorded because they have an indeterminate settlement date. These AROs will be initially recognized in the period in which sufficient information exists to estimate their fair value.

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21.      Common Stock Issued and Repurchased

Common Stock Issued

In May 2009, U. S. Steel issued 27,140,000 shares of common stock (par value of $1 per share) at a price of $25.50 per share. The underwriting discount and third-party expenses related to the issuance of the common stock of $31 million was recorded as a decrease to additional paid-in capital, resulting in net proceeds of $661 million.

Common Stock Repurchase Program

In 2005, U. S. Steel commenced a Common Stock Repurchase Program that allows for the repurchase of its common stock from time to time in the open market or privately negotiated transactions. U. S. Steel did not repurchase any shares of common stock during 2010 or 2009 During 2008, U. S. Steel repurchased 2,014,900 shares of common stock for $227 million under the program.

22.      Stockholder Rights Plan

Effective December 31, 2001, U. S. Steel adopted a Stockholder Rights Plan and declared a dividend distribution of one right for each share of its common stock (Voting Stock). Each right becomes exercisable, at a price of $110, after any person or group has acquired, obtained the right to acquire or made a tender or exchange offer for 15 percent or more of the outstanding voting power represented by the outstanding Voting Stock, except pursuant to a qualifying all-cash tender offer for all outstanding shares of Voting Stock which results in the offeror owning shares of Voting Stock representing a majority of the voting power (other than Voting Stock beneficially owned by the offeror immediately prior to the offer). If the rights become exercisable, each right will entitle the holder, other than the acquiring person or group, to purchase one one-hundredth of a share of Series A Junior Preferred Stock or, upon the acquisition by any person of 15 percent or more of the outstanding voting power represented by the outstanding Voting Stock (or, in certain circumstances, other property), common stock having a market value of twice the exercise price. After a person or group acquires 15 percent or more of the outstanding voting power, if U. S. Steel engages in a merger or other business combination where it is not the surviving corporation or where it is the surviving corporation and the Voting Stock is changed or exchanged, or if 50 percent or more of U. S. Steel's assets, earnings power or cash flow are sold or transferred, each right will entitle the holder to purchase common stock of the acquiring entity having a market value of twice the exercise price. The rights and the exercise price are subject to adjustment. The rights will expire on December 31, 2011, unless such date is extended or the rights are earlier redeemed by U. S. Steel before they become exercisable. Under certain circumstances, the Board of Directors has the option to exchange one share of the respective class of Voting Stock for each exercisable right.

23.      Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, current accounts and notes receivable, accounts payable, bank checks outstanding and accrued interest included in the Consolidated Balance Sheet approximate fair value. See Note 15 for disclosure of U. S. Steel's derivative instruments, which are accounted for at fair value on a recurring basis.

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The following table summarizes U. S. Steel's financial assets and liabilities that were not carried at fair value at December 31, 2010 and 2009.

		December 31, 2010																December 31, 2009
(In millions)		Fair Value								Carrying Amount								Fair Value								Carrying Amount
Financial assets:
Investments and long-term receivables (a)		$	46							$	46							$	26							$	26
Financial liabilities:
Debt (b)		$	4,512							$	3,695							$	4,004							$	3,307

(a)

Excludes equity method investments.

(b)

Excludes capital lease obligations.

The following methods and assumptions were used to estimate the fair value of financial instruments included in the table above:

Investments and long-term receivables : Fair value is based on discounted cash flows. U. S. Steel is subject to market risk and liquidity risk related to its investments; however, these risks are not readily quantifiable.

Long-term debt instruments : Fair value was determined using Level 2 inputs which were derived from quoted market prices and is based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities.

Fair value of the financial assets and liabilities disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

Financial guarantees are U. S. Steel's only unrecognized financial instrument. For details relating to financial guarantees see Note 27.

24.      Supplemental Cash Flow Information

(In millions)		2010				2009				2008
Net cash provided by operating activities included:
Interest and other financial costs paid (net of amount capitalized)		$	(195	)		$	(169	)		$	(155	)
Income taxes (paid) refunded			(63	)			21				(359	)
Noncash investing and financing activities:
U. S. Steel common stock issued for employee stock plans		$	(2	)		$	26			$	31

25.      Transactions with Related Parties

Net sales to related parties and receivables from related parties primarily reflect sales of steel products to equity investees. Generally, transactions are conducted under long-term market-based contractual arrangements. Related party sales and service transactions were $1,218 million, $845 million and $1,288 million in 2010, 2009 and 2008, respectively.

Purchases from related parties for outside processing services provided by equity investees amounted to $85 million, $318 million and $361 million during 2010, 2009 and 2008, respectively. Purchases of iron ore pellets from related parties amounted to $151 million, $168 million and $175 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Accounts payable to related parties include balances due to PRO-TEC Coating Company (PRO-TEC) of $62 million and $58 million at December 31, 2010 and 2009, respectively for invoicing and receivables collection services provided by U. S. Steel. U. S. Steel, as PRO-TEC's

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exclusive sales agent, is responsible for credit risk related to those receivables. U. S. Steel also provides PRO-TEC marketing, selling and customer service functions. Payables to other related parties totaled $4 million and $3 million at December 31, 2010 and 2009, respectively.

26.      Leases

Future minimum commitments for capital leases (including sale-leasebacks accounted for as financings) and for operating leases having initial non-cancelable lease terms in excess of one year are as follows:

(In millions)		Capital Leases								Operating Leases
2011		$	21							$	45
2012			21								34
2013			–								24
2014			–								18
2015			–								17
Later years			–								32
Sublease rentals			–								–
Total minimum lease payments			42							$	170
Less imputed interest costs			4
Present value of net minimum lease payments included in long-term debt (see Note 16)		$	38

Operating lease rental expense:

(In millions)		2010								2009								2008
Minimum rentals		$	93							$	74							$	96
Contingent rentals			10								9								11
Sublease rentals			(5	)							(5	)							(5	)
Net rental expense		$	98							$	78							$	102

U. S. Steel leases a wide variety of facilities and equipment under operating leases, including land and building space, office equipment, production equipment and transportation equipment. Most long-term leases include renewal options and, in certain leases, purchase options. See the discussion of residual value guarantees under "other contingencies" in Note 27. Contingent rental payments are determined based on operating lease agreements that include floating rental charges that are directly associated to variable operating components.

27.      Contingencies and Commitments

U. S. Steel is the subject of, or party to, a number of pending or threatened legal actions, contingencies and commitments involving a variety of matters, including laws and regulations relating to the environment. Certain of these matters are discussed below. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the consolidated financial statements. However, management believes that U. S. Steel will remain a viable and competitive enterprise even though it is possible that these contingencies could be resolved unfavorably.

U. S. Steel accrues for estimated costs related to existing lawsuits, claims and proceedings when it is probable that it will incur these costs in the future.

Asbestos matters – As of December 31, 2010, U. S. Steel was a defendant in approximately 550 active cases involving approximately 3,090 plaintiffs. Many of these cases involve multiple defendants (typically from fifty to more than one hundred). Almost 2,600, or approximately

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84 percent, of these claims are currently pending in jurisdictions which permit filings with massive numbers of plaintiffs. Based upon U. S. Steel's experience in such cases, it believes that the actual number of plaintiffs who ultimately assert claims against U. S. Steel will likely be a small fraction of the total number of plaintiffs. During 2010, U. S. Steel paid approximately $8 million in settlements. These settlements and other dispositions resolved approximately 200 claims. New case filings in 2010 added approximately 250 claims. At December 31, 2009, U. S. Steel was a defendant in approximately 440 active cases involving approximately 3,040 plaintiffs. During 2009, U. S. Steel paid approximately $7 million in settlements. These settlements and other dispositions resolved approximately 200 claims. New case filings in 2009 added approximately 190 claims. Most claims filed in 2010 and 2009 involved individual or small groups of claimants as many jurisdictions no longer permit the filing of mass complaints.

Historically, these claims against U. S. Steel fall into three major groups: (1) claims made by persons who allegedly were exposed to asbestos at U. S. Steel facilities (referred to as "premises claims"); (2) claims made by industrial workers allegedly exposed to products manufactured by U. S. Steel; and (3) claims made under certain federal and general maritime laws by employees of former operations of U. S. Steel. In general, the only insurance available to U. S. Steel with respect to asbestos claims is excess casualty insurance, which has multi-million dollar retentions. To date, U. S. Steel has received minimal payments under these policies relating to asbestos claims.

These asbestos cases allege a variety of respiratory and other diseases based on alleged exposure to asbestos. U. S. Steel is currently a defendant in cases in which a total of approximately 230 plaintiffs allege that they are suffering from mesothelioma. The potential for damages against defendants may be greater in cases in which the plaintiffs can prove mesothelioma.

In many cases in which claims have been asserted against U. S. Steel, the plaintiffs have been unable to establish any causal relationship to U. S. Steel or its products or premises; however, with the decline in mass plaintiff cases, the incidence of claimants actually alleging a claim against U. S. Steel is increasing. In addition, in many asbestos cases, the claimants have been unable to demonstrate that they have suffered any identifiable injury or compensable loss at all; that any injuries that they have incurred did in fact result from alleged exposure to asbestos; or that such alleged exposure was in any way related to U. S. Steel or its products or premises.

The amount U. S. Steel has accrued for pending asbestos claims is not material to U. S. Steel's financial position. U. S. Steel does not accrue for unasserted asbestos claims because it is not possible to determine whether any loss is probable with respect to such claims or even to estimate the amount or range of any possible losses. The vast majority of pending claims against U. S. Steel allege so-called "premises" liability-based exposure on U. S. Steel's current or former premises. These claims may be made by an indeterminable number of people such as truck drivers, railroad workers, salespersons, contractors and their employees, government inspectors, customers, visitors and even trespassers. In most cases the claimant also was exposed to asbestos in non-U. S. Steel settings; the relative periods of exposure between U. S. Steel and non-U. S. Steel settings vary with each claimant; and the strength or weakness of the causal link between U. S. Steel exposure and any injury vary widely as do the nature and severity of the injury claimed.

It is not possible to predict the ultimate outcome of asbestos-related lawsuits, claims and proceedings due to the unpredictable nature of personal injury litigation. Despite this uncertainty, management believes that the ultimate resolution of these matters will not have a material adverse effect on U. S. Steel's financial condition, although the resolution of such matters could significantly impact results of operations for a particular quarter. Among the factors considered in

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reaching this conclusion are: (1) the generally declining trend in the number of claims; (2) that it has been many years since U. S. Steel employed maritime workers or manufactured or sold asbestos containing products; and (3) U. S. Steel's history of trial outcomes, settlements and dismissals.

Environmental Matters – U. S. Steel is subject to federal, state, local and foreign laws and regulations relating to the environment. These laws generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation of hazardous waste disposal sites. Penalties may be imposed for noncompliance. Changes in accrued liabilities for remediation activities are summarized in the following table:

(In millions)		Twelve Months Ended December 31, 2010
Beginning of period		$	203
Accruals for environmental remediation deemed probable and reasonably estimable			8
Payments			(13	)
End of period		$	198

Accrued liabilities for remediation activities are included in the following balance sheet lines:

(In millions)		December 31, 2010								December 31, 2009
Accounts payable		$	18							$	17
Deferred credits and other noncurrent liabilities			180								186
Total		$	198							$	203

Expenses related to remediation are recorded in cost of sales and totaled $8 million, $57 million and $37 million for the years ended December 31, 2010, 2009 and 2008, respectively. It is not presently possible to estimate the ultimate amount of all remediation costs that might be incurred or the penalties that may be imposed. Due to uncertainties inherent in remediation projects and the associated liabilities, it is possible that total remediation costs for active matters may exceed the accrued liabilities by as much as 15 to 30 percent.

Remediation Projects

U. S. Steel is involved in environmental remediation projects at or adjacent to several current and former U. S. Steel facilities and other locations that are in various stages of completion ranging from initial characterization through post-closure monitoring. Based on the anticipated scope and degree of uncertainty of projects, we categorize projects as follows:

(1 )

Projects with Ongoing Study and Scope Development are those projects which are still in the study and development phase. For these projects the extent of remediation that may be required is not yet known, the remediation methods and plans are not yet developed, and cost estimates cannot be determined. Therefore, material costs, in addition to the accrued liabilities for these projects, are reasonably possible.

(2 )

Significant Projects with Defined Scope are those projects with significant accrued liabilities, a defined scope and little likelihood of material additional costs.

(3)

Other Projects are those projects with relatively small accrued liabilities for which we believe that, while additional costs are possible, they are not likely to be material, and those projects for which we do not yet possess sufficient information to estimate potential costs.

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Projects with Ongoing Study and Scope Development – There are five environmental remediation projects where reasonably possible additional costs for completion are not currently estimable, but could be material. These projects are four Resource Conservation and Recovery Act (RCRA) programs (at Fairfield Works, Lorain Tubular, USS-POSCO Industries (UPI) and the Fairless Plant) and a voluntary remediation program at the former steel making plant at Joliet, Illinois. As of December 31, 2010, accrued liabilities for these projects totaled $3 million for the costs of studies, investigations, interim measures, design and/or remediation. It is reasonably possible that additional liabilities associated with future requirements regarding studies, investigations, design and remediation for these projects could be as much as $25 million to $45 million. Depending on agency negotiations and other factors, the scope of the UPI project may become defined in 2011.

Significant Projects with Defined Scope – As of December 31, 2010, a total of $47 million was accrued for projects at or related to Gary Works where the scope of work is defined, including RCRA program projects, Natural Resource Damages (NRD) claims, completion of projects for the Grand Calumet River and the related Corrective Action Management Unit (CAMU), and closure costs for three hazardous waste disposal sites and one solid waste disposal site.

Additional projects with defined scope include the Municipal Industrial & Disposal Company (MIDC) CERCLA site in Elizabeth, PA, the St. Louis Estuary and Upland Project in Duluth, Minnesota and a project at U. S. Steel's former Geneva Works in Geneva, Utah. As of December 31, 2010, accrued liabilities for these three additional projects totaled $98 million. U. S. Steel does not expect material additional costs related to these projects.

Other Projects – There are six other environmental remediation projects which each had an accrued liability of between $1 million and $5 million. The total accrued liability for these projects at December 31, 2010 was $12 million. These projects have progressed through a significant portion of the design phase and material additional costs are not expected.

The remaining environmental remediation projects each had an accrued liability of less than $1 million. The total accrued liability for these projects at December 31, 2010 was $9 million. We do not foresee material additional liabilities for any of these sites.

Post-Closure Costs – Accrued liabilities for post-closure site monitoring and other costs at various closed landfills totaled $23 million at December 31, 2010 and were based on known scopes of work.

Administrative and Legal Costs – As of December 31, 2010, U. S. Steel had an accrued liability of $6 million for administrative and legal costs related to environmental remediation projects. These accrued liabilities were based on projected administrative and legal costs for the next three years and do not change significantly from year to year.

Capital Expenditures – For a number of years, U. S. Steel has made substantial capital expenditures to bring existing facilities into compliance with various laws relating to the environment. In 2010 and 2009 such capital expenditures totaled $142 million and $93 million, respectively. U. S. Steel anticipates making additional such expenditures in the future; however, the exact amounts and timing of such expenditures are uncertain because of the continuing evolution of specific regulatory requirements.

CO 2 Emissions – Current and potential regulation of Greenhouse Gas (GHG) emissions remains a significant issue for the steel industry, particularly for integrated steel producers such as U. S. Steel. The regulation of carbon dioxide (CO 2 ) emissions has either become law or is being considered by legislative bodies of many nations, including countries where we have operating facilities. The European Union (EU) has established greenhouse gas regulations based upon

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national allocations and a cap and trade system. In Canada, both the federal and Ontario governments have issued proposed requirements for greenhouse gas emissions. In the United States, the Environmental Protection Agency (EPA) has published rules for regulating greenhouse gas emissions for certain facilities and has implemented various reporting requirements as further described below. In the last Congress, legislation was passed in the House of Representatives and introduced in the Senate. We do not know what action, if any, may be taken by the new Congress. The EU has issued proposed regulations under their cap and trade system for the period 2013-2020 which appear to be more stringent than the current requirements.

On May 13, 2010 the EPA published its final Greenhouse Gas Tailoring Rule establishing a mechanism for regulating GHG emissions from facilities through the Clean Air Act's Prevention of Significant Deterioration (PSD) permitting process. Starting in 2011, new projects that increase GHG emissions by more than 75,000 tons per year will have new PSD requirements based on best available control technology (BACT), but only if the project also significantly increases emissions of at least one non-GHG pollutant. Only existing sources with Title V permits or new sources obtaining Title V permits for non-GHG pollutants will also be required to address GHG emissions. Starting July 1, 2011, new sources not already subject to Title V requirements that emit over 100,000 tons per year, or modifications to existing permits that increase GHG emissions by more than 75,000 tons per year, will be subject to PSD and Title V requirements. On November 17, 2010 the EPA issued its "PSD and Title V Permitting Guidance for Greenhouse Gases" and "Available and Emerging Technologies for Reducing Greenhouse Gas Emissions from the Iron and Steel Industry. With this guidance, EPA intends to help state and local air permitting authorities identify greenhouse gas reductions under the Clean Air Act. Additionally, EPA revised the National Ambient Air Quality Standards (NAAQS) for nitrogen oxide, sulfur dioxide and lead in 2010 and are in the process of revising the NAAQS for 2.5 micron particulate matter, ozone and sulfur dioxides.

It is impossible to estimate the timing or impact of these or other future government action on U. S. Steel, although it could be significant. Such impacts may include substantial capital expenditures, costs for emission allowances, restriction of production, and higher prices for coking coal, natural gas and electricity generated by carbon based systems.

In July 2008, Slovakia granted USSK CO 2 emission allowances as part of the national allocation plan for the 2008 to 2012 trading period (NAP II) approved by the European Commission. Based on actual CO 2 emissions to date, we believe that USSK will have sufficient allowances for the NAP II period without purchasing additional allowances. USSK entered into transactions to sell and swap a portion of our emissions allowances and recognized gains related to these transactions which are reflected in the net gain on disposal of assets line on the Consolidated Statement of Operations. U. S. Steel recognized gains related to these transactions of approximately $7 million and $36 million in the years ended December 31, 2010 and 2009, respectively. In December 2010, an amendment to the Slovak income tax law was adopted that includes a provision for an 80 percent tax on excess emission allowances registered in 2011 and 2012. The amount of this tax will vary with USSK's production levels and the implementing regulations that may be issued.

Environmental and other indemnifications – Throughout its history, U. S. Steel has sold numerous properties and businesses and many of these sales included indemnifications and cost sharing agreements related to the assets that were sold. These indemnifications and cost sharing agreements have related to the condition of the property, the approved use, certain representations and warranties, matters of title and environmental matters. While most of these provisions have not specifically dealt with environmental issues, there have been transactions in which U. S. Steel indemnified the buyer for non-compliance with past, current and future environmental laws related to existing conditions and there can be questions as to the applicability of more general indemnification provisions to environmental matters. Most recent indemnifications

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and cost sharing agreements are of a limited nature only applying to non-compliance with past and/or current laws. Some indemnifications and cost sharing agreements only run for a specified period of time after the transactions close and others run indefinitely. In addition, current owners of property formerly owned by U. S. Steel may have common law claims and contribution rights against U. S. Steel for environmental matters. The amount of potential environmental liability associated with these transactions is not estimable due to the nature and extent of the unknown conditions related to the properties sold. Aside from the environmental liabilities already recorded as a result of these transactions due to specific environmental remediation activities and cases (included in the $198 million of accrued liabilities for remediation discussed above), there are no other known environmental liabilities related to these transactions.

Guarantees – The guarantees of the indebtedness of unconsolidated entities of U. S. Steel totaled $16 million at December 31, 2010. In the event that any default related to the guaranteed indebtedness occurs, U. S. Steel has access to its interest in the assets of the investees to reduce its potential losses under the guarantees.

Contingencies related to the Separation from Marathon – In the event of a bankruptcy of Marathon, $249 million of obligations related to Environmental Revenue Bonds, the Fairfield Caster Lease and the coke battery lease at the Clairton Plant may be declared immediately due and payable.

Antitrust Class Actions – In a series of lawsuits filed in federal court in the Northern District of Illinois beginning September 12, 2008, individual direct or indirect buyers of steel products have asserted that eight steel manufacturers, including U. S. Steel, conspired in violation of antitrust laws to restrict the domestic production of raw steel and thereby to fix, raise, maintain or stabilize the price of steel products in the United States. The cases are filed as class actions and claim treble damages for the period 2005 to present, but do not allege any damage amounts. U.S. Steel is vigorously defending these lawsuits and does not believe that it has any liability regarding these matters.

Investment Canada Action – On July 17, 2009, the Attorney General of Canada initiated a proceeding under Section 40 of Canada's Investment Canada Act by filing an application in the Canadian federal court that seeks to impose a financial penalty on U. S. Steel due to the Company's alleged failure to comply with two of the 31 undertakings made by U. S. Steel to the Minister of Industry in connection with the 2007 acquisition of Stelco. The specific undertakings at issue concern production and employment levels anticipated at U. S. Steel Canada Inc. (USSC) assuming certain business conditions. In response to a previous written demand from the Minister with respect to this matter, the Company provided full disclosure regarding the operations at USSC and the impact that the sudden and severe world-wide economic downturn has had on the global steel sector and all of the Company's North American operations, including operations at USSC. In accordance with the specific language of the undertakings at issue, the unprecedented economic downturn, the effects of which were beyond the control of the company, expressly excuse any non-attainment of the production and employment levels targeted by the 2007 submission. The Company is vigorously defending the matter and believes that the action is without justification or authority.

Randle Reef – The Canadian and Ontario governments have identified a sediment deposit in Hamilton Harbor, commonly referred to as Randle's Reef, in Hamilton Harbor near USSC's Hamilton Works for remediation, for which the regulatory agencies estimate expenditures of approximately C$105 million (approximately $105 million). The national and provincial governments have each allocated C$30 million (approximately $30 million) for this project and they have stated that they will be looking for local sources, including industry, to fund C$30 million

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(approximately $30 million). USSC has committed C$7 million (approximately $7 million) as its contribution. Funding sources for the balance of the estimated project cost remain to be identified and additional contributions are being sought.

Other contingencies – Under certain operating lease agreements covering various equipment, U. S. Steel has the option to renew the lease or to purchase the equipment at the end of the lease term. If U. S. Steel does not exercise the purchase option by the end of the lease term, U. S. Steel guarantees a residual value of the equipment as determined at the lease inception date (totaling approximately $9 million at December 31, 2010). No liability has been recorded for these guarantees as either management believes that the potential recovery of value from the equipment when sold is greater than the residual value guarantee or the potential loss is not probable.

Insurance – U . S. Steel maintains insurance for certain property damage, equipment, business interruption and general liability exposures; however, insurance is applicable only after certain deductibles and retainages. U. S. Steel is self-insured for certain other exposures including workers' compensation (where permitted by law) and auto liability. Liabilities are recorded for workers' compensation and personal injury obligations. Other costs resulting from losses under deductible or retainage amounts or not otherwise covered by insurance are charged against income upon occurrence.

U. S. Steel uses surety bonds, trusts and letters of credit to provide whole or partial financial assurance for certain obligations such as workers' compensation. The total amount of active surety bonds, trusts and letters of credit being used for financial assurance purposes was approximately $164 million as of December 31, 2010, which reflects U. S. Steel's maximum exposure under these financial guarantees, but not its total exposure for the underlying obligations. Most of the trust arrangements and letters of credit are collateralized by restricted cash. Restricted cash, which is recorded in other current and noncurrent assets, totaled $196 million at December 31, 2010, of which $7 million was classified as current, and $157 million at December 31, 2009, none of which was classified as current.

Capital Commitments – At December 31, 2010, U. S. Steel's commitments to acquire property, plant and equipment totaled $667 million.

Contractual Purchase Commitments – U. S. Steel is obligated to make payments under contractual purchase commitments, including unconditional purchase obligations. Payments for contracts with remaining terms in excess of one year are summarized below (in millions):

2011				2012						2013						2014						2015						Later Years						Total
$1,977				$	1,607					$	1,103					$	391					$	361					$	3,021					$	8,460

The majority of U. S. Steel's unconditional purchase obligations relate to the supply of industrial gases, certain energy and utility services and coke and steam purchase commitments related to a coke supply agreement with Gateway Energy & Coke Company LLC (see Note 18) with terms ranging from two to 17 years. Total payments relating to unconditional purchase obligations were approximately $710 million in 2010, $320 million in 2009 and $295 million in 2008.

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SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

		2010																																2009
(In millions, except per share data)		4th Qtr.								3rd Qtr.								2nd Qtr.								1st Qtr.								4th Qtr.								3rd Qtr.								2nd Qtr.								1st Qtr.
Net sales		$	4,300							$	4,497							$	4,681							$	3,896							$	3,354							$	2,817							$	2,127							$	2,750
Segment (loss) income from operations:
Flat-rolled			(156	)							(174	)							98								(80	)							(284	)							(370	)							(362	)							(422	)
USSE			(39	)							(25	)							19								12								(3	)							7								(53	)							(159	)
Tubular			96								112								96								45								39								(21	)							(88	)							127
Total reportable segments			(99	)							(87	)							213								(23	)							(248	)							(384	)							(503	)							(454	)
Other Businesses			7								7								28								10								3								5								(7	)							(3	)
Items not allocated to segments			(22	)							-								-								-								(84	)							(33	)							45								(21	)
Total (loss) income from operations			(114	)							(80	)							241								(13	)							(329	)							(412	)							(465	)							(478	)
Net (loss) income			(249	) (a)							(51	)							(24	)							(158	)							(268	)							(307	)							(392	)							(439	)
Net (loss) income attributable to United States Steel Corporation			(249	) (a)							(51	)							(25	)							(157	)							(267	)							(303	)							(392	)							(439	)
Common stock data
Net (loss) income per share attributable to United States Steel Corporation
- Basic		$	(1.74	)						$	(0.35	)						$	(0.17	)						$	(1.10	)						$	(1.86	)						$	(2.11	)						$	(2.92	)						$	(3.78	)
- Diluted		$	(1.74	)						$	(0.35	)						$	(0.17	)						$	(1.10	)						$	(1.86	)						$	(2.11	)						$	(2.92	)						$	(3.78	)
Dividends paid per share		$	0.05							$	0.05							$	0.05							$	0.05							$	0.05							$	0.05							$	0.05							$	0.30
Price range of common stock
- Low		$	39.78							$	36.93							$	38.39							$	42.32							$	33.25							$	29.35							$	20.17							$	16.66
- High		$	59.50							$	51.39							$	70.95							$	66.45							$	58.19							$	51.65							$	43.15							$	41.47

(a)

Includes a $52 million, or 36 cents per diluted share, unfavorable catch-up adjustment as a result of an increase in the annual effective tax rate due to changes in the composition of domestic and foreign earnings.

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SUPPLEMENTARY INFORMATION ON MINERAL RESERVES OTHER THAN OIL AND GAS

(Unaudited)

Mineral Reserves

U. S. Steel operates two surface iron ore mining complexes in Minnesota consisting of the Minntac Mine and Pellet Plant and the Keetac Mine and Pellet Plant. U. S. Steel owns interests in the iron ore mining assets of Tilden Mining Company, LLC and Hibbing Taconite Company. On February 1, 2010, USSC sold its 44.6 percent interest in the Wabush Mines Joint Venture (Wabush).

The following table provides a summary of our reserves and minerals production by mining complex:

		Proven and Probable Reserves As of December 31, 2010																								Production
(Millions of short tons)		Owned								Leased								Total								2010								2009								2008
Iron ore pellets:
Minntac Mine and Pellet Plant			136								452								588								14.6								8.5								16.1
Keetac Mine and Pellet Plant			7								137								144								5.4								-								5.1
Tilden Mining Company, LLC*			-								45								45								1.4								-								1.2
Hibbing Taconite Company*			1								17								18								1.0								0.3								1.4
Wabush Mines*			-								-								-								-								0.5								2.0
Total			144								651								795								22.4								9.3								25.8

*

Represents U. S. Steel's proportionate share of proven and probable reserves and production as these investments are unconsolidated equity affiliates.

Iron Ore Reserves

Reserves are defined by SEC Industry Standard Guide 7 as that part of a mineral deposit that could be economically and legally extracted and produced at the time of the reserve determination. The estimate of proven and probable reserves is of recoverable tons. Recoverable tons mean the tons of product that can be used internally or delivered to a customer after considering mining and beneficiation or preparation losses. Neither inferred reserves nor resources that exist in addition to proven and probable reserves were included in these figures. At December 31, 2010, all 795 million tons of proven and probable reserves are assigned, which means that they have been committed by U. S. Steel to its operating mines and are of blast furnace pellet grade.

U. S. Steel estimates its iron ore reserves using physical inspections, sampling, laboratory testing, 3-D computer models, economic pit analysis and fully-developed pit designs for its operating mines. These estimates are reviewed and reassessed from time to time. The most recent such review for the two operating mines owned by U. S. Steel was conducted in 2005 and led U. S. Steel to reduce its determination of proven and probable reserves mainly due to excluding areas where sampling and measurement did not meet its new 600-foot drill spacing standard, based on updated geostatistical studies. Estimates for our share of unconsolidated equity affiliates are based upon information supplied by the joint ventures. The most recent such review for these unconsolidated equity affiliates was conducted in 2008 and resulted in a net increase in proven and probable reserves.

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FIVE-YEAR OPERATING SUMMARY (Unaudited)

(Thousands of tons, unless otherwise noted)		2010								2009								2008								2007								2006
Raw Steel Production
Gary, IN			5,598								5,379								5,917								6,138								5,947
Great Lakes, MI			3,095								473								2,513								2,901								3,136
Mon Valley, PA			2,701								2,460								2,461								2,764								2,579
Granite City, IL			2,539								906								2,294								2,411								2,468
Fairfield, AL			2,095								1,586								2,082								2,134								2,225
Lake Erie, Ontario, Canada (a)			1,052								356								2,325								195								-
Hamilton, Ontario, Canada (a)			1,363								564								1,598								295								-
Total Flat-rolled facilities			18,443								11,724								19,190								16,838								16,355
U. S. Steel Košice			4,706								3,897								4,562								5,147								5,205
U. S. Steel Serbia			1,383								1,180								1,848								1,645								1,857
Total USSE facilities			6,089								5,077								6,410								6,792								7,062
Total			24,532								16,801								25,600								23,630								23,417
Raw Steel Capability
Flat-rolled (b)			24,300								24,300								24,300								20,217								19,400
USSE			7,400								7,400								7,400								7,400								7,400
Total			31,700								31,700								31,700								27,617								26,800
Production as % of total capability:
Flat-rolled (b)			76								48								79								83								84
USSE			82								69								86								92								95
Coke Production
Flat-rolled (b)			5,792								3,969								6,562								5,642								5,813
USSE			1,506								1,446								1,589								1,703								1,702
Total			7,298								5,415								8,151								7,345								7,515
Iron Ore Pellet Production (c)
Total			22,441								9,293								25,783								21,598								22,062
Steel Shipments by Segment (d)(e)
Flat-rolled			15,301								9,861								16,845								14,534								14,180
USSE			5,464								4,463								5,651								6,139								6,261
Tubular			1,551								657								1,952								1,422								1,191
Total steel shipments			22,316								14,981								24,448								22,095								21,632
Average Steel Price Per Ton
Flat-rolled		$	675							$	651							$	780							$	642							$	634
USSE			705								637								932								720								608
Tubular			1,494								1,755								2,041								1,335								1,499

(a)	These facilities were acquired on October 31, 2007, as part of the acquisition of Stelco.

(b)	Includes the operations of USSC following the acquisition on October 31, 2007.

(c)	Includes our share of production from Hibbing, Tilden and Wabush from the date of the USSC acquisition on October 31, 2007. On February 1, 2010, U. S. Steel sold its interest in Wabush.

(d)	Does not include shipments by joint ventures and other equity investees of U. S. Steel, but instead reflects the shipments of substrate materials, primarily hot-rolled and cold-rolled sheets, to those entities.

(e)	Includes the operations of Lone Star following the acquisition on June 14, 2007, and the operations of USSC following the acquisition on October 31, 2007.

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FIVE-YEAR OPERATING SUMMARY (Unaudited) (Continued)

(Thousands of net tons, unless otherwise noted)		2010								2009								2008								2007								2006
Steel Shipments by Market - North American Facilities (a)(b)
Steel service centers			3,214								1,999								3,887								3,151								3,242
Further conversion:
Trade customers			4,256								2,214								3,402								2,278								1,821
Joint ventures			1,835								1,283								1,770								2,037								1,808
Transportation (including automotive)			2,139								1,262								2,558								2,630								2,518
Construction and construction products			859								675								1,333								1,045								1,263
Containers			1,398								1,296								1,421								1,301								1,317
Appliances & electrical equipment			703								755								1,115								1,055								1,198
Oil, gas and petrochemicals			1,438								619								1,737								1,330								1,073
Export from the United States			746								322								926								656								743
All other			264								93								648								473								388
Total			16,852								10,518								18,797								15,956								15,371
Steel Shipments by Market - USSE
Steel service centers			1,106								882								1,239								1,264								1,367
Further conversion:
Trade customers			676								461								546								897								1,267
Joint ventures			-								-								-								-								-
Transportation (including automotive)			629								387								590								493								439
Construction and construction products			1,764								1,615								1,745								1,847								1,526
Containers			586								517								615								563								566
Appliances & electrical equipment			319								248								503								489								512
Oil, gas and petrochemicals			11								17								9								10								41
All other			373								336								404								576								543
Total			5,464								4,463								5,651								6,139								6,261

(a)	Does not include shipments by joint ventures and other equity investees of U. S. Steel, but instead reflects the shipments of substrate materials, primarily hot-rolled and cold-rolled sheets, to those entities.

(b)	Includes the operations of Lone Star following the acquisition on June 14, 2007, and the operations of USSC following the acquisition on October 31, 2007.

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FIVE-YEAR FINANCIAL SUMMARY (Unaudited)

(Dollars in millions, except per share amounts)		2010								2009								2008								2007 (a)(b)								2006 (a)
Net sales by segment:
Flat-rolled		$	11,860							$	7,145							$	15,288							$	10,453							$	10,128
USSE			4,037								2,947								5,517								4,667								3,977
Tubular			2,408								1,221								4,253								1,985								1,798
Total reportable segments			18,305								11,313								25,058								17,105								15,903
Other Businesses			432								292								917								490								440
Intersegment sales			(1,363	)							(557	)							(2,221	)							(722	)							(628	)
Total		$	17,374							$	11,048							$	23,754							$	16,873							$	15,715
Segment income (loss):
Flat-rolled		$	(312	)						$	(1,438	)						$	1,390							$	382							$	660
USSE			(33	)							(208	)							491								687								714
Tubular			349								57								1,207								356								631
Total reportable segments			4								(1,589	)							3,088								1,425								2,005
Other Businesses			52								(2	)							77								84								69
Items not allocated to segments			(167	)							(93	)							(96	)							(296	)							(289	)
Total (loss) income from operations			(111	)							(1,684	)							3,069								1,213								1,785
Net interest and other financial costs			274								161								62								105								62
Income tax provision (benefit)			97								(439	)							853								218								324
Net (loss) income attributable to United States Steel Corporation		$	(482	)						$	(1,401	)						$	2,112							$	879							$	1,374
Per common share:
- Basic			(3.36	)							(10.42	)							18.04								7.44								11.88
- Diluted			(3.36	)							(10.42	)							17.96								7.40								11.18

(a)	Results have been restated to reflect the movement of the results of the iron ore mines to the Flat-rolled segment from Other Businesses in 2008.

(b)	Includes Lone Star from the date of acquisition on June 14, 2007 and USSC from date of acquisition on October 31, 2007.

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FIVE-YEAR FINANCIAL SUMMARY (Unaudited) (Continued)

(Dollars in millions, unless otherwise noted)		2010								2009								2008								2007								2006
Balance Sheet Position at Year-End
Current assets		$	5,304							$	5,015							$	5,732							$	4,959							$	5,196
Net property, plant & equipment			6,486								6,820								6,676								6,688								4,429
Total assets			15,350								15,422								16,087								15,632								10,586
Short-term debt and current maturities of long-term debt			216								19								81								110								82
Other current liabilities			2,931								2,455								2,697								2,893								2,620
Long-term debt			3,517								3,345								3,064								3,147								943
Employee benefits			4,365								4,143								4,767								3,187								2,174
Total United States Steel Corporation stockholders' equity			3,851								4,676								4,895								5,531								4,365
Cash Flow Data
Net cash (used in) provided by operating activities		$	(379	)						$	(61	)						$	1,658							$	1,732							$	1,632
Capital expenditures			676								472								735								692								612
Dividends paid			29								56								129								95								77
Employee Data
Total employment costs		$	3,144							$	2,814	(b)						$	3,641							$	2,991	(a)						$	2,843
Average North America employment costs (dollars per hour)		$	51.47							$	56.24	(b)						$	49.32							$	48.29	(a)						$	49.88
Average number of North America employees			23,197								20,635								28,680								26,301	(a)							21,218
Average number of USSE employees			18,623								19,281								20,371								21,665								23,639
Number of pensioners at year-end			77,203								78,948								80,767								82,830								73,023
Stockholder Data at Year-End
Common shares outstanding, net of treasury shares (millions)			143.7								143.4								116.2								118.0								118.5
Registered shareholders (thousands)			19.3								20.3								21.6								22.6								25.2
Market price of common stock		$	58.42							$	55.12							$	37.20							$	120.91							$	73.14

(a)	Includes Lone Star and USSC from dates of acquisition on June 14, 2007 and October 31, 2007, respectively.

(b)	Includes charges of $93 million for defined benefit pension and other benefit charges related to voluntary early retirement programs and $87 million associated with benefit costs related to the temporary idling of certain facilities and reduced production at others.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of U. S. Steel's management, including the chief executive officer and chief financial officer, U. S. Steel conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, U. S. Steel's chief executive officer and chief financial officer concluded that U. S. Steel's disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management's Report on Internal Control Over Financial Reporting

See "Item 8. Financial Statements and Supplementary Data – Management's Reports to Stockholders – Internal Control Over Financial Reporting."

Attestation Report of Independent Registered Public Accounting Firm

See "Item 8. Financial Statements and Supplementary Data – Report of Independent Registered Public Accounting Firm."

Changes in Internal Control Over Financial Reporting

There have not been any changes in U. S. Steel's internal control over financial reporting that occurred during the fourth quarter of 2010 which have materially affected, or are reasonably likely to materially affect, U. S. Steel's internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning the directors of U. S. Steel required by this item is incorporated and made part hereof by reference to the material appearing under the heading "Election of Directors" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, pursuant to Regulation 14A, no later than 120 days after the end of the fiscal year. Information concerning the Audit Committee and its financial expert required by this item is incorporated and made part hereof by reference to the material appearing under the heading "The Board of Directors and its Committees – Audit Committee" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders. Information regarding the Nominating Committee required by this item is incorporated and made part hereof by reference to the material appearing under the heading "The Board of Directors and its Committees – Corporate Governance & Public Policy Committee" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders. Information regarding the ability of stockholders to communicate with the Board of Directors is incorporated and made part hereof by reference to the material appearing under the heading "Communications from Security Holders and Interested Parties" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders. Information regarding compliance with Section 16(a) of the Exchange Act required by this item is incorporated and made part hereof by reference to the material appearing under the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders. Information concerning the executive officers of U. S. Steel is contained in Part I of this Form 10-K under the caption "Executive Officers of the Registrant."

U. S. Steel has adopted a Code of Ethical Business Conduct that applies to all of our directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. U. S. Steel will provide a copy of this code free of charge upon request. To obtain a copy, contact the Office of the Corporate Secretary, United States Steel Corporation, 600 Grant Street, Pittsburgh, Pennsylvania 15219-2800 (telephone: 412-433-2998). The Code of Ethical Business Conduct is also available through the Company's website at www.ussteel.com . U. S. Steel does not intend to incorporate the contents of our website into this Annual Report on Form 10-K.

Item 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings "Executive Compensation" and "Compensation and Organization Committee Report" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

Plan Category		(1)  Number of securities to be issued upon exercise of outstanding options, warrants and rights		(2)  Weighted-average exercise price of outstanding options, warrants and rights		(3)  Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (1))
Equity compensation plans approved by security holders (a)		3,920,467		$56.00		10,090,652 (b)
Equity compensation plans not approved by security holders (c)		37,150		(one for one)		0
Total		3,957,617		–		10,090,652

(a)

The numbers in columns (1) and (2) of this row contemplate all shares that could potentially be issued as a result of outstanding grants under the U. S. Steel 2002 Stock Plan and the 2005 Stock Incentive Plan as of December 31, 2010. Because outstanding options under the USX 1990 Stock Plan were converted to options under the U. S. Steel 2002 Stock Plan at the time of separation from Marathon Oil Corporation (formerly USX Corporation), these numbers include shares that may be issued as a result of grants originally made under the USX 1990 Stock Plan. (For more information, see Note 14 to the Financial Statements.) Column (1) includes (i) 62,782 shares of common stock that could be issued for the Common Stock Units outstanding under the Deferred Compensation Program for Non-Employee Directors and (ii) 483,662 shares that could be issued for the 241,831 performance awards outstanding under the Long-Term Incentive Compensation Program (a program under the 2005 Stock Incentive Plan). The calculation in column (2) does not include the Common Stock Units since the weighted average exercise price for Common Stock Units is one for one; that is, one share of common stock will be given in exchange for each unit of such phantom stock accumulated through the date of the director's retirement. Also, the calculation in column (2) does not include the performance awards since the weighted average exercise price for performance awards can range from zero for one to two for one; that is, performance awards may result in up to 483,662 shares of common stock being issued (two for one), or some lesser number of shares (including zero shares of common stock issued), depending upon the Corporation's common stock performance versus that of a peer group of companies.

(b)

Represents shares available under the 2005 Stock Incentive Plan.

(c)

At December 31, 2010, U. S. Steel had no securities remaining for future issuance under equity compensation plans that had not been approved by security holders. Column (1) represents Common Stock Units that were issued pursuant to the Deferred Compensation Plan for Non-Employee Directors prior to its being amended to make it a program under the 2005 Stock Incentive Plan. The weighted average exercise price for Common Stock Units in column (2) is one for one; that is, one share of common stock will be given in exchange for each unit of phantom stock upon the director's retirement from the Board of Directors. All future grants under this amended plan/program will count as shares issued pursuant to the 2005 Stock Incentive Plan, a shareholder approved plan.

Other information required by this item is incorporated and made part hereof by reference to the material appearing under the headings "Security Ownership of Directors and Executive Officers" and "Security Ownership of Certain Beneficial Owners" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item is incorporated and made part hereof by reference to the material appearing under the headings "Policy with Respect to Related Person Transactions" and "The Board of Directors and its Committees – Independence" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item is incorporated and made part hereof by reference to the material appearing under the heading "Information Regarding the Independence of the Independent Registered Public Accounting Firm" in U. S. Steel's Proxy Statement for the 2011 Annual Meeting of Stockholders.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A. Documents Filed as Part of the Report

1.    Financial Statements

Financial Statements filed as part of this report are included in "Item 8 – Financial Statements and Supplementary Data" beginning on page F-1.

2.    Financial Statement Schedules and Supplementary Data

"Schedule II – Valuation and Qualifying Accounts and Reserves" is included on page 96. All other schedules are omitted because they are not applicable or the required information is contained in the applicable financial statements or notes thereto.

"Supplementary Data – Disclosures About Forward-Looking Statements" is provided beginning on page 99.

B. Exhibits

Exhibits 10(a) through 10(f) and Exhibits 10(o) through 10(nn) are management contracts or compensatory plans or arrangements.

Exhibit No.

3.    Articles of Incorporation and By-Laws

(a)   United States Steel Corporation Restated Certificate of Incorporation dated September 30, 2003		Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 10-Q for the quarter ended September 30, 2003, Commission File Number 1-16811.
(b)   Amended and Restated By-Laws of United States Steel Corporation dated as of November 25, 2008		Incorporated by reference to Exhibit 3.1 to United States Steel Corporation's Form 8-K filed on January 27, 2011, Commission File Number 1-16811.

4.    Instruments Defining the Rights of Security Holders, Including Indentures

(a)   Amended and Restated Credit Agreement dated as of May 11, 2007 and amended and restated as of June 12, 2009, among United States Steel Corporation, the lenders party thereto, the LC issuing banks party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on June 16, 2009, Commission File Number 1-16811.
(b)   Rights Agreement, dated as of December 31, 2001, between United States Steel Corporation and Mellon Investor Services, LLC, as Rights Agent		Incorporated by reference to Exhibit 4 to United States Steel Corporation's Form 8-A/A filed on December 31, 2001, Commission File Number 1-16811.
(c)    Indenture dated as of May 21, 2007 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York		Incorporated by reference to Exhibit 4.1 to United States Steel Corporation's Form 8-K filed on May 22, 2007, Commission File Number 1-16811.

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(d)   First Supplemental Indenture dated as of May 21, 2007 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 5.65% Senior Notes due June 1, 2013, 6.05% Senior Notes due June 1, 2017 and 6.65% Senior Notes due June 1, 2037		Incorporated by reference to Exhibit 4.2 to United States Steel Corporation's Form 8-K filed on May 22, 2007, Commission File Number 1-16811.
(e)   Second Supplemental Indenture dated as of December 10, 2007 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 7.00% Senior Notes due February 1, 2018		Incorporated by reference to Exhibit 4.1 to United States Steel Corporation's Form 8-K filed on December 10, 2007, Commission File Number 1-16811.
(f)     Third Supplemental Indenture dated as of May 4, 2009 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 4.00% Senior Convertible Note due May 15, 2014.		Incorporated by reference to Exhibit 4.1 to United States Steel Corporation's Form 8-K filed on May 4, 2009, Commission File Number 1-16811.
(g)   Fourth Supplemental Indenture dated as of March 19, 2010 between United States Steel Corporation and The Bank of New York Mellon, formerly known as The Bank of New York, regarding 7.375% Senior Notes due April 1, 2020.		Incorporated by reference to Exhibit 4.1 to United States Steel Corporation's Form 8-K filed on March 23, 2010, Commission File Number 1-16811.
(h)   United States Steel Corporation Certificate of Elimination filed with the Secretary of State of the State of Delaware on December 5, 2007		Incorporated by reference to Exhibit 3 to United States Steel Corporation Form 8-K filed on September 28, 2007, Commission File Number 1-16811.
(i)     EUR 200,000,000 multicurrency revolving credit facility agreement dated August 6, 2010 among U. S. Steel Košice, s.r.o., Commerzbank Aktiengesellschaft, ING Bank N.V., Slovenská sporiteĺňa, a.s., Citibank Europe plc and HSBC Bank plc.		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on August 11, 2010, Commission File Number 1-16811.

Certain long-term debt instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. U. S. Steel agrees to furnish to the Commission on request a copy of any instrument defining the rights of holders of long-term debt of U. S. Steel and of any subsidiary for which consolidated or unconsolidated financial statements are required to be filed.

10.    Material Contracts

(a)       United States Steel Corporation 2002 Stock Plan, as amended April 26, 2005		Incorporated by reference to Exhibit 10.5 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2005, Commission File Number 1-16811.
(b)       United States Steel Corporation Executive Management Supplemental Pension Program		Incorporated by reference to Exhibit 10(b) to United States Steel Corporation's Form 10-K for the year ended December 31, 2008, Commission File Number 1-16811.

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(c)       United States Steel Corporation Supplemental Thrift Program, as amended on October 26, 2010		Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 10-Q for the quarter ended September 30, 2010, Commission File Number 1-16811.
(d)       United States Steel Corporation Deferred Compensation Program for Non-Employee Directors, a program under the 2005 Stock Incentive Plan		Incorporated by reference to Exhibit 10(d) to United States Steel Corporation's Form 10-K for the year ended December 31, 2007, Commission File Number 1-16811.
(e)       Form of Severance Agreements between the Corporation and its Officers		Incorporated by reference to Exhibit 10(e) to United States Steel Corporation's Form 10-K for the year ended December 31, 2007, Commission File Number 1-16811.
(f)        Amendment and Restated Agreement between United States Steel Corporation and John P. Surma		Incorporated by reference to Exhibit 10(f) to United States Steel Corporation's Form 10-K for the year ended December 31, 2008, Commission File Number 1-16811.
(g)       Tax Sharing Agreement between USX Corporation (renamed Marathon Oil Corporation) and United States Steel Corporation		Incorporated by reference to Exhibit 99.3 to United States Steel Corporation's Form 8-K filed on January 3, 2002, Commission File Number 1-16811.
(h)       Financial Matters Agreement between USX Corporation (renamed Marathon Oil Corporation) and United States Steel Corporation		Incorporated by reference to Exhibit 99.5 to United States Steel Corporation's Form 8-K filed on January 3, 2002, Commission File Number 1-16811.
(i)        Second Amended and Restated Receivables Purchase Agreement, dated as of September 27, 2006 among U. S. Steel Receivables, as Seller; United States Steel Corporation, as initial Servicer; the persons party thereto as CP Conduit Purchasers, Committed Purchasers, LC Banks and Funding Agents; and The Bank of Nova Scotia, as Collateral Agent		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on September 28, 2006, Commission File Number 1-16811.
(j)        First Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of June 12, 2009 among U. S. Steel Receivables, as Seller; United States Steel Corporation, as initial Servicer; the persons party thereto as CP Conduit Purchasers, Committed Purchasers, LC Banks and Funding Agents; and The Bank of Nova Scotia, as Collateral Agent		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on June 16, 2009, Commission File Number 1-16811.
(k)       Second Amendment to the Second Amended and Restated Receivables Purchase Agreement, dated as of July 21, 2010 by and among U. S. Steel Receivables LLC, as Seller; United States Steel Corporation, as initial Servicer; the persons party thereto as CP Conduit Purchasers, Committed Purchasers, LC Banks and Funding Agents; and The Bank of Nova Scotia, as Collateral Agent		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on July 22, 2010, Commission File Number 1-16811.

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(l)        Purchase and Sale Agreement dated November 28, 2001 among United States Steel LLC, as initial Servicer and as Originator; and U. S. Steel Receivables LLC as purchaser and contributee		Incorporated by reference to Exhibit 10(o) to United States Steel Corporation's Form 10-K for the year ended December 31, 2001, Commission File Number 1-16811.
(m)     First Amendment to the Purchase and Sale Agreement dated as of September 27, 2006 among United States Steel Corporation and U. S. Steel Receivables LLC.		Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 8-K filed on September 28, 2006, Commission File Number 1-16811.
(n)       Second Amendment to the Purchase and Sale Agreement dated as of June 12, 2009 among United States Steel Corporation and U. S. Steel Receivables LLC.		Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 8-K filed on June 16, 2009, Commission File Number 1-16811.
(o)       Form of Stock Option Grant to Officer-Directors under the United States Steel Corporation 2002 Stock Plan		Incorporated by reference to Exhibit 10(t) to United States Steel Corporation's Form 10-K for the year ended December 31, 2004, Commission File Number 1-16811.
(p)       Form of Stock Option Grant to Executive Management Committee Members under the United States Steel Corporation 2002 Stock Plan		Incorporated by reference to Exhibit 10(u) to United States Steel Corporation's Form 10-K for the year ended December 31, 2004, Commission File Number 1-16811.
(q)       Base Salaries of Named Executive Officers.		Incorporated by reference to Exhibit 10.8 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.
(r)        Summary of non-employee director fee arrangements		Incorporated by reference to Exhibit 10.9 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.
(s)       United States Steel Corporation Non Tax-Qualified Pension Plan		Incorporated by reference to Exhibit 10(p) to United States Steel Corporation's Form 10-K for the year ended December 31, 2008, Commission File Number 1-16811.
(t)        United States Steel Corporation 2005 Stock Incentive Plan, As Amended and Restated		Incorporated by reference to Appendix A to United States Steel Corporation's Definitive Proxy Statement on Schedule 14A filed on March 12, 2010, Commission File Number 1-16811.
(u)       Administrative Regulations for the Long-Term Incentive Compensation Program under the United States Steel Corporation 2005 Stock Incentive Plan, as Amended and Restated		Incorporated by reference to Exhibit 10.3 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.
(v)       United States Steel Corporation 2005 Annual Incentive Compensation Plan		Incorporated by reference to Exhibit 10(s) to United States Steel Corporation's Form 10-K for the year ended December 31, 2008, Commission File Number 1-16811.
(w)      Administrative Regulations for the Executive Management Annual Incentive Compensation Program under the 2005 Annual Incentive Compensation Plan		Incorporated by reference to Exhibit 10(t) to United States Steel Corporation's Form 10-K for the year ended December 31, 2008, Commission File Number 1-16811.

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(x)       Non-Employee Director Stock Program, a program under the 2005 Stock Incentive Plan		Incorporated by reference to Exhibit 10.1 to United States Steel Corporation's Form 8-K filed on May 31, 2005, Commission File Number 1-16811.
(y)       Form of stock option grant under the Long-Term Incentive Compensation Program, a program under the 2005 Stock Incentive Plan		Incorporated by reference to Exhibit 10(x) to United States Steel Corporation's Form 10-K for the year ended December 31, 2006, Commission File Number 1-16811.
(z)       Form of Performance Award Grant Agreement under the the 2005 Stock Incentive Plan		Incorporated by Reference to Exhibit 10.2 to United States Steel Corporation's Form 8-K filed on April 30, 2009, Commission File Number 1-16811.
(aa)    Form of Stock Option Grant Agreement under the the 2005 Stock Incentive Plan		Incorporated by Reference to Exhibit 10.3 to United States Steel Corporation's Form 8-K filed on April 30, 2009, Commission File Number 1-16811.
(bb)    Form of Restricted Stock Retention Grant Agreement under the the 2005 Stock Incentive Plan		Incorporated by Reference to Exhibit 10.5 to United States Steel Corporation's Form 8-K filed on May 2, 2008, Commission File Number 1-16811.
(cc)     Form of Restricted Stock Unit Annual Grant Agreement under the the 2005 Stock Incentive Plan		Incorporated by Reference to Exhibit 10.4 to United States Steel Corporation's Form 8-K filed on April 30, 2009, Commission File Number 1-16811.
(dd)    Form of Restricted Stock Unit Retention Grant Agreement under the the 2005 Stock Incentive Plan		Incorporated by Reference to Exhibit 10.5 to United States Steel Corporation's Form 8-K filed on April 30, 2009, Commission File Number 1-16811.
(ee)    Voluntary Early Retirement Program – 2009		Incorporated by Reference to Exhibit 99.1 to United States Steel Corporation's Form 8-K filed on February 6, 2009, Commission File Number 1-16811.
(ff)       Letter Agreement between United States Steel Corporation and John H. Goodish
(gg)    Administrative Regulations for the United States Steel Corporation 2002 Stock Plan		Incorporated by reference to Exhibit 10.2 to United States Steel Corporation's Form 10-Q for the quarter ended June 30, 2009, Commission File Number 1-16811.
(hh)    Corporate Governance Principles – Recoupment Policy (incorporated into various compensation plans and programs)		Incorporated by reference to Exhibit 10.(jj) to United States Steel Corporation's Form 10-K for the year ended December 31, 2009, Commission File Number 1-16811.
(ii)       United States Steel Corporation 2010 Annual Incentive Compensation Plan		Incorporated by reference to Appendix B to United States Steel Corporation's Definitive Proxy Statement on Schedule 14A filed on March 12, 2010, Commission File Number 1-16811.
(jj)       Administrative Regulations for the 2010 Annual Incentive Compensation Plan

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(kk)     Form of Stock Option Grant Agreement under the 2005 Stock Incentive Plan, as Amended and Restated		Incorporated by reference to Exhibit 10.4 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.
(ll)       Form of Performance Award Grant Agreement under the 2005 Stock Incentive Plan, as Amended and Restated		Incorporated by reference to Exhibit 10.5 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.
(mm)  Form of Restricted Stock Unit Annual Grant Agreement under the 2005 Stock Incentive Plan, as Amended and Restated		Incorporated by reference to Exhibit 10.6 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.

(nn)    Form of Restricted Stock Unit Retention Grant Agreement under the 2005 Stock Incentive Plan, as Amended and Restated		Incorporated by reference to Exhibit 10.7 to United States Steel Corporation's Form 10-Q for the quarter ended March 31, 2010, Commission File Number 1-16811.

12.1.

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

12.2.

Computation of Ratio of Earnings to Fixed Charges

21.

List of Subsidiaries

23.

Consent of PricewaterhouseCoopers LLP

24.

Powers of Attorney

31.1.

Certification of Chief Executive Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2.

Certification of Chief Financial Officer required by Rules 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as promulgated by the Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1.

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2.

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.

INS XBRL Instance Document

101.

SCH XBRL Taxonomy Extension Schema Document

101.

CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.

DEF XBRL Taxonomy Extension Definition Linkbase Document

101.

LAB XBRL Taxonomy Extension Label Linkbase Document

101.

PRE XBRL Taxonomy Extension Presentation Linkbase Document

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SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

(Millions of Dollars)

						Additions								Deductions
Description		Balance at Beginning of Period				Charged to Costs and Expenses				Charged to Other Accounts				Charged to Costs and Expenses				Charged to Other Accounts				Balance at End of Period
Year ended December 31, 2010:
Reserves deducted in the balance sheet from the assets to which they apply:
Allowance for doubtful accounts			39				14				–				–				5				48
Investments and long-term receivables reserve			22				–				–				–				–				22
Deferred tax valuation allowance:
State			–				–				–				–				–				–
Foreign			575				–				296				1				–				870
Year ended December 31, 2009:
Reserves deducted in the balance sheet from the assets to which they apply:
Allowance for doubtful accounts		$	52			$	9			$	–			$	–			$	22			$	39
Investments and long-term receivables reserve			10				–				12				–				–				22
Deferred tax valuation allowance:
State			–				–				–				–				–				–
Foreign			328				29				218				–				–				575
Year ended December 31, 2008:
Reserves deducted in the balance sheet from the assets to which they apply:
Allowance for doubtful accounts		$	42			$	30			$	–			$	11			$	9			$	52
Investments and long-term receivables reserve			6				4				–				–				–				10
Deferred tax valuation allowance:
State			1				–				–				1				–				–
Foreign			392				–				23				87				–				328

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity indicated on February 22, 2011.

UNITED STATES STEEL CORPORATION

By:		/s/ Gregory A. Zovko
		Gregory A. Zovko Vice President & Controller

Signature		Title
/s/ John P. Surma John P. Surma		Chairman of the Board of Directors and Chief Executive Officer and Director
/s/ Gretchen R. Haggerty Gretchen R. Haggerty		Executive Vice President & Chief Financial Officer
/s/ Gregory A. Zovko Gregory A. Zovko		Vice President & Controller
* Dan O. Dinges		Director
* John G. Drosdick		Director
* Richard A. Gephardt		Director
* Charles R. Lee		Director
* Frank J. Lucchino		Director
* Glenda G. McNeal		Director
* Seth E. Schofield		Director
* Graham B. Spanier		Director
* David S. Sutherland		Director
* Patricia A. Tracey		Director

*		B Y :		/s/ Gretchen R. Haggerty
				Gretchen R. Haggerty, Attorney-in-Fact

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GLOSSARY OF CERTAIN DEFINED TERMS

The following definitions apply to terms used in this document:

2008 CBAs		Collective bargaining agreements with the USW entered into effective September 1, 2008
Acero Prime		Acero Prime, S.R.L. de CV
ARO		Asset Retirement Obligation
ASC		Accounting Standards Codification
Apolo		Apolo Tubulars S.A.
BACT		Best Achievable Control Technology
Baycoat		Baycoat Limited Partnership, a U. S. Steel and ArcelorMittal Dofasco, Inc. joint venture
CAA		Clean Air Act
CDC		Chrome Deposit Corporation
CERCLA		Comprehensive Environmental Response, Compensation and Liability Act
CMS		Corrective Measure Study
CWA		Clean Water Act
DESCO		Double Eagle Steel Coating Company
DOC		U.S. Department of Commerce
DOJ		U.S. Department of Justice
Double G		Double G Coatings Company LLC
EAF		Electric Arc Furnace
EC		European Commission
EPA		U.S. Environmental Protection Agency
ERB		Environmental Revenue Bond
ERP		Enterprise resource planning
ERW		electric resistence welded
ETS		Emissions Trading System
EU		European Union
Eurofer		European Confederation of Iron and Steel Industries
FAS		Financial Accounting Standard
Flat-Rolled		Flat-Rolled Products segment
FPC		Feralloy Processing Company
Gateway		Gateway Energy & Coke Company, LLC
Hibbing		Hibbing Taconite Company
ITC		U. S. International Trade Commission
Keetac		U. S. Steel's iron ore operations at Keewatin, Minnesota
LAER		Lowest Achievable Emission Rate
Lone Star		Lone Star Technologies, Inc.
MACT		Maximum Achievable Control Technology
Minntac		U. S. Steel's iron ore operations at Mt. Iron, Minnesota
NAAQS		National Ambient Air Quality Standards
NOV		Notice of Violation
NPDES		National Pollutant Discharge Elimination System
OCTG		oil country tubular goods
O. D.		outer diameter
PRO-TEC		PRO-TEC Coating Company, U. S. Steel and Kobe Steel Ltd. joint venture
PRP		potentially responsible party
RCRA		Resource Conservation and Recovery Act
REACH		Registration, Evaluation, Authorisation and Restriction of Chemicals, Regulation 1907/2006
RFI		RCRA Facility Investigation
RPA		Receivables Purchase Agreement
SEC		Securities and Exchange Commission
SIPs		state implementation plans
Stelco		Stelco Inc.
Tilden		Tilden Mining Company
tons		net tons
Tubular		Tubular Products segment
USSC		U. S. Steel Canada Inc.
USSE		U. S. Steel Europe segment
USSK		U. S. Steel Košice, U. S. Steel's integrated steel mill and coke production facilities in Slovakia
USS-POSCO		USS-POSCO Industries, U. S. Steel and POSCO joint venture
USSR		U. S. Steel Receivables LLC
USSS		U. S. Steel Serbia, U. S. Steel's integrated steel mill and other facilities in Serbia
USW		United Steelworkers
VERP		Voluntarty early retirement program
Wabush		Wabush Mines
Worthington		Worthington Specialty Processing, U. S. Steel and Worthington Industries, Inc. joint venture
Z-Line		Z-Line Company

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SUPPLEMENTARY DATA

DISCLOSURES ABOUT FORWARD-LOOKING STATEMENTS

U. S. Steel includes forward-looking statements concerning strategies, plans, trends, market forces, commitments, material events or other contingencies potentially affecting the Company in reports filed with the Securities and Exchange Commission, external documents and oral presentations. In accordance with "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, U. S. Steel is filing the following cautionary language identifying important factors (though not necessarily all such factors) that could cause actual outcomes to differ materially from information set forth in forward-looking statements made by, or on behalf of, U. S. Steel and our representatives.

Cautionary Language Concerning Forward-Looking Statements

Forward-looking statements with respect to U. S. Steel may include, but are not limited to, comments about general business strategies, financing decisions, projections of levels of revenues, income from operations or income from operations per ton, net income or earnings per share; levels of capital, environmental or maintenance expenditures; levels of employee benefits; the success or timing of completion of ongoing or anticipated capital or maintenance projects; levels of raw steel production capability, prices, production, shipments, or labor and raw material costs; availability of raw materials; the acquisition, idling, shutdown or divestiture of assets or businesses; the effect of restructuring or reorganization of business components and cost-reduction programs; the effect of collective bargaining agreements and relations with unions, the effect of potential steel industry consolidation; the effect of potential legal proceedings on our business and financial condition; the effects of actions of third parties such as competitors, or foreign, federal, state or local regulatory authorities; and the effects of import quotas, tariffs and other protectionist measures.

Forward-looking statements typically contain words such as "anticipates," "believes," "estimates," "expects," "forecasts," "predicts" or "projects," or variations of these words, suggesting that future outcomes are uncertain. The following discussion is intended to identify important factors (though not necessarily all such factors) that could cause future outcomes to differ materially from those set forth in forward-looking statements with respect to U. S. Steel.

Liquidity Factors

U. S. Steel's ability to finance our future business requirements through internally generated funds (including asset sales), proceeds from the sale of stock, borrowings and other external financing sources is affected by our performance (as measured by various factors, including cash provided from operating activities), levels of inventories and accounts receivable, the state of worldwide debt and equity markets, investor perceptions and expectations of past and future performance and actions, the overall North American and international financial climate, and, in particular, with respect to borrowings, by the level of U. S. Steel's outstanding debt, our ability to comply with debt covenants and our credit ratings by rating agencies. To the extent that U. S. Steel management's assumptions concerning these factors prove to be inaccurate, U. S. Steel may have difficulty obtaining the funds necessary to maintain or expand our operations.

Our major cash requirements in 2011 are expected to be for capital expenditures, employee benefits and working capital requirements. We finished 2010 with $578 million of available cash. As business conditions have started to recover, our working capital requirements have increased and any future increases may require us to draw upon our credit facilities for necessary cash. Should we experience a significant increase in orders or an unexpected need for funds that cannot be met with available cash and our liquidity facilities, we may need to access the capital markets.

Market Factors

U. S. Steel's expectations as to levels of production and revenues, gross margins, income from operations and income from operations per ton are based upon assumptions as to global market conditions, future product prices and mix, and levels of raw steel production capability, production and shipments. These assumptions may prove to be inaccurate.

The global steel industry is cyclical, highly competitive and has historically been characterized by overcapacity.

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U. S. Steel competes with many North American and international steel producers. Competitors include integrated producers which, like U. S. Steel, use iron ore and coke as primary raw materials for steel production, and electric arc furnace production (EAF), which primarily uses steel scrap and, increasingly, iron-bearing feedstocks as raw materials.

EAFs typically requires lower capital expenditures for construction of facilities and may have lower total employment costs; however, these competitive advantages may be minimized or eliminated by the cost of scrap when scrap prices are high. Some EAFs utilize thin slab casting technology to produce flat-rolled products and are increasingly able to compete directly with integrated producers of flat-rolled products, who are able to manufacture a broader range of products. International competitors may also have lower labor costs than U.S. producers and some are owned, controlled or subsidized by their governments, allowing their production and pricing decisions to be influenced by political and economic policy considerations, as well as prevailing market conditions. Such competition could adversely affect our future product prices and shipment levels.

We also face competition in many markets from producers of materials such as aluminum, cement, composites, glass, plastics and wood. The emergence of additional substitutes for steel products could adversely affect future prices and demand for steel products.

We are subject to market conditions in those areas which are influenced by many of the same factors that affect U.S. markets, as well as matters specific to international markets such as foreign currency exchange rate quotas, tariffs and other protectionist measures. Since our European operations are more dependent upon purchased raw materials than our North American operations they are more subject to the impact of changes in world supply, demand and prices of such raw materials.

Changes in foreign currency exchange rates may impact demand and prices for our products both within the respective domestic markets and for export. In addition, U. S. Steel has funded international cash needs through creating intercompany monetary assets and liabilities in currencies other than the functional currencies of the entities involved, which can affect income when they are remeasured at the end of each period. A $1.6 billion U.S. dollar-denominated intercompany loan to a European subsidiary was the primary exposure at December 31, 2010. Changes in the amount of this loan and of exchange rates may have a significant impact on income.

Steel imports have been and we expect will continue to be a significant factor in all of our major markets. Many steel imports have violated United States, Canadian and European international trade laws. We have not always been successful in obtaining relief under these international trade laws. Future imports into our markets, and government response to unfairly traded imports, may impact production levels and price.

We believe that some our our customers are experiencing difficulty in obtaining credit or maintaining their ability to qualify for trade credit insurance. We believe some of our customers and suppliers may not have sufficient credit available to them, which could delay payments from customers, result in increased customer defaults and cause our suppliers to delay filling, or to be unable to fill, our needs.

Operating and Cost Factors

U. S. Steel is also exposed to casualty risks such as the structural failure at Gary Works in 2010 that disrupted operations for several weeks. If major equipment or structures fail in the future we may incur substantial repair costs and business interruptions. Similarly, if any of our critical suppliers suffer such a casualty we may suffer business interruptions. There also exists the change of other unexpected events such as power outages, weather related events, transportation disruption that may affect operating levels, production and profitability. We may also be affected if major suppliers or customers experience such events.

As an integrated steel producer, U. S. Steel's primary raw materials are iron units in the form of iron ore pellets and sinter ore, carbon units in the form of coal and coke (which is produced from coking coal) and steel scrap. U. S. Steel is not self-sufficient in raw materials and as a consequence purchases all of its coking coal as well as significant amounts of iron units and coke, exposing us to market risks for such raw materials. Also, as some of our North American coke batteries approach the end of their expected useful lives over the next five years, our production capability is likely to decrease absent additional investment in coke or coke substitute production

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facilities. As a result, we may be further exposed to risks concerning pricing and availability of coke from third parties. Raw material prices have increased from 2009 levels and there may be additional increases if global steel production returns to more customary levels. To the extent that U. S. Steel purchases raw materials, prices for such purchases can cause significant increases in production costs.

Most hourly employees of U. S. Steel's flat-rolled, tubular, cokemaking and iron ore pellet facilities in the United States are covered by collective bargaining agreements with the USW entered into effective September 1, 2008 (the 2008 CBAs) that expire in September 2012. The 2008 CBAs resulted in wage increases ranging from $0.65 to $1.00 per hour as of the effective date. Each subsequent September 1 thereafter during the contract term, employees will receive a four percent wage increase. At U. S. Steel Canada the collective bargaining agreement with the USW covering employees at Lake Erie Works expires in April 2013. The collective bargaining agreement with the USW covering employees at Hamilton Works expired in July 2010 and there has been a work stoppage since November 7, 2010.

In Europe, most represented employees at USSK are represented by the OZ Metalurg union and are covered by an agreement that expires in March 2012. Represented employees at USSS are covered by a collective bargaining agreement that expires in December 2012. Wage increases have been agreed to for all years for both USSE agreements.

In both North America and Europe, future results may be impacted by labor disputes and the terms of future collective bargaining agreements.

Future net periodic benefit costs for pensions and other benefits can be volatile and depend on the future market performance of plan assets; changes in actuarial assumptions regarding such factors as selection of a discount rate, the expected rate of return on plan assets and escalation of retiree health care costs; plan amendments affecting benefit payout levels; and profile changes in the beneficiary populations being valued. Changes in the assumptions or differences between actual and expected changes in the present value of liabilities or assets of U. S. Steel's plans could cause net periodic benefit costs to increase or decrease materially from year to year. To the extent that these costs increase in the future, income from operations would be reduced.

On an accounting basis at December 31, 2010, U. S. Steel's benefit obligations for retiree medical and life insurance exceeded trust assets by $2.9 billion and U. S. Steel's projected pension benefit obligation exceeded trust assets by $2.0 billion. The level of cash funding in future years depends upon various factors such as any voluntary contributions we may make, future asset performance, the level of interest rates used to measure ERISA and similar Canadian minimum funding levels, the impacts of business acquisitions or sales, union negotiated changes and future government regulation. Any such funding requirements will have an unfavorable impact on U. S. Steel's cash flows and could negatively affect our ability to comply with our debt covenants and borrowing arrangements.

Legal and Environmental Factors

The profitability of U. S. Steel's operations could be affected by a number of contingencies, including legal actions. The ultimate resolution of these contingencies could, individually or in the aggregate, be material to the U. S. Steel financial statements.

The businesses of U. S. Steel are subject to numerous environmental laws and discharge and clean up laws in the United States, Canada and Europe. Such laws, including CO 2 greenhouse gas laws that have been adopted or are being considered, may impact our costs, operating rates and income. These laws may also impact major suppliers and customers. Steel producers in other places, especially China and other developing economies, may be impacted differently than we are. Certain current and former U. S. Steel operating facilities have been in operation for many years and could require significant future accruals and expenditures to meet existing and future requirements under these laws. To the extent that competitors are not required to undertake equivalent costs in their operations, the competitive position of U. S. Steel could be adversely affected.

For further discussion of certain of the factors described herein and their potential effects on the businesses of U. S. Steel, see "Item 1. Business," "Item 1A. Risk Factors," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."

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