Page 1 of 12 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities exchange Act of 1934 UNITED STATES STL CORP NEW ----------------------------------------------------- (NAME OF ISSUER) COM ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 912909108 ----------------------------------------------------- (CUSIP NUMBER) December 31, 2004 ----------------------------------------------------- (Date of event which requires filing of this Statement) NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P., AS INVESTMENT ADVISER. (ALLIANCE CAPITAL MANAGEMENT L.P. IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (CONTINUED ON FOLLOWING PAGE(S)) CUSIP NO. 912909108 13G Page 2 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 5,531,332 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 17,850 December 31, 2004 BY EACH 7. SOLE DISPOSITIVE POWER 7,282,761 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 7,284,286 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 912909108 13G Page 3 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 5,531,332 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 17,850 December 31, 2004 BY EACH 7. SOLE DISPOSITIVE POWER 7,282,761 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 7,284,286 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 912909108 13G Page 4 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 5,531,332 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 17,850 December 31, 2004 BY EACH 7. SOLE DISPOSITIVE POWER 7,282,761 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 7,284,286 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 912909108 13G Page 5 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 5,531,332 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 17,850 December 31, 2004 BY EACH 7. SOLE DISPOSITIVE POWER 7,282,761 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 7,284,286 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 912909108 13G Page 6 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 4,994,118 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 17,850 December 31, 2004 BY EACH 7. SOLE DISPOSITIVE POWER 6,439,347 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 1,525 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,440,872 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * | | 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! 13G Page 7 of 12 Pages Item 1(a) Name of Issuer: UNITED STATES STL CORP NEW Item 1(b) Address of Issuer's Principal Executive Offices: 600 Grant St. Pittsburgh, PA 15219 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 26, rue Drouot 75009 Paris, France AXA Courtage Assurance Mutuelle 26, rue Drouot 75009 Paris, France as a group (collectively, the 'Mutuelles AXA'). AXA 25, avenue Matignon 75008 Paris, France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (Please contact Dean Dubovy at (212) 314-5528 with any questions.) 13G Page 8 of 12 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: COM Item 2(e) Cusip Number: 912909108 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1(b)(ii)(G). The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. 13G Page 9 of 12 Pages Item 4. Ownership as of December 31, 2004 (a) Amount Beneficially Owned: 7,284,286 shares of common stock beneficially owned including:
No. of Shares Subtotals --------------------- AXA 0 AXA Entity or Entities Common Stock acquired solely for investment purposes: AXA Investment Managers Paris (France) 2,514 AXA Rosenberg Investment Management LLC 840,900 AXA Financial, Inc. 0 Subsidiaries: Advest, Inc. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 1,525 1,525 Alliance Capital Management L.P. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 6,436,988 6,436,988 AXA Equitable Life Insurance Company acquired solely for investment purposes: Common Stock 2,359 2,359 ------------- Total 7,284,286 ============= Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions. (b) Percent of Class: 6.4% =============
ITEM 4. Ownership as of December 31, 2004 (CONT.) (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ The Mutuelles AXA, as a group 0 0 0 0 AXA 0 0 0 0 AXA Entity or Entities: AXA Investment 2,514 0 2,514 0 Managers Paris (France) AXA Rosenberg 534,700 0 840,900 0 Investment Management LLC AXA Financial, Inc. 0 0 0 0 Subsidiaries: - ------------ Advest, Inc. 0 1,525 0 1,525 Alliance Capital 4,992,018 16,325 6,436,988 0 Management L.P. AXA Equitable Life 2,100 0 2,359 0 Insurance Company ------------ ------------ ------------ ------------ 5,531,332 17,850 7,282,761 1,525 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 11 of 12 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: (X) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: AXA Investment Managers Paris (France) AXA Rosenberg Investment Management LLC (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of the following subsidiaries: (X) Advest, Inc. (06-0950348), a broker-dealer registered under Section 15 of the Securities Exchange Act of 1934 and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) Alliance Capital Management L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) AXA Equitable Life Insurance Company (13-5570651), an insurance company and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) Boston Advisors, Inc. (04-2805120), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) Frontier Trust Company, FSB (Advest Trust) (45-0373941), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 12 of 12 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2005 AXA FINANCIAL, INC.* /s/ Alvin H. Fenichel Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them.