Nippon Steel Corporation to Acquire U. S. Steel
Moving Forward Together as the 'Best Steelmaker with World-Leading Capabilities’
December 18, 2023

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Successful Outcome of U. S. Steel’s Strategic Alternatives
Review Process

Strategic alternatives review process guided by:

Substantial
value
maximization

High levelof closing
certainty

Timeliness oftransaction
close
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Transaction Overview• Nippon Steel Corporation (NSC) and U.S. Steel (USS) have entered into a definitive agreement pursuant to which NSC
will acquire USS in an all-cash transaction for $55.00 per share

Transaction
Terms• Equity value of approximately $14.1 billion; Enterprise value of $14.9 billion, including the assumption of debt
• Transaction represents a ~40% premium to USS’s closing stock price on December 15, 2023
• Transaction provides certainty of value to USS shareholders• Transaction has been unanimously approved by both NSC’s and USS’s Boards of Directors

Transaction
Financing• Transaction is not subject to any financing conditions• NSC has secured financing for the transaction through bank credit facilities and commitments as well as cash on hand
• USS to continue to operate under the “U.S. Steel” brand name

Additional
Considerations• USS headquarters to remain in Pittsburgh, PA• NSC commits to maintaining strong relationships with USS’s stakeholders, including employees, unions, customers,
suppliers and communities, and to honor collective bargaining agreements• Expected to close in the second or third quarter of 2024

Expected
Closing• Transaction is subject to USS shareholder approval, receipt of regulatory approvals and other customary closing
conditions• Not subject to NSC shareholder approval

3Strong Strategic Alignment

Moving Forward Together as the ‘Best Steelmaker with World-Leading Capabilities’
Pursue world-leading technologies andmanufacturing capabilities andcontribute to society by providing
excellent products and services

Deliver on Best for All® strategy,
providing customers with profitablesteel solutions while creating a moresustainable future for all stakeholders

4Compelling Strategic Rationale

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Moving Forward Together as the ‘Best Steelmaker with World-Leading Capabilities.’ Combines cuttingedge technologies across NSC and USS to advance innovation and deliver high-grade steel products tomeet the growing demand by customers globally. Strengthens NSC's unwavering dedication to its U.S.
customer base over four decades.

2

Drives the World’s Steel Industry Towards Decarbonization and a Sustainable Society. A sharedcommitment to decarbonize; recognizes that solving sustainability challenges is a fundamental pillar of asteelmaker’s existence and growth.

3

Commits to Maintaining Strong Stakeholder Relations, While Also Creating Significant Value for
Both NSC and USS Shareholders Through Higher Growth and Enhanced Profitability. The combined
workforce, including employees represented by the USW, is critical to operations in the United States andglobally.

5Building on USS’s Strengths
Social and Stakeholder Capital: Extensive U.S. Client Base, Established Brand Value

Manufacturing Capital: Robust facilities organically combining iron ore mines, BFs and EAFs

Natural Capital: Low-cost iron ore mines with abundant reserves

Human Capital: Excellent management team, dedicated employees, strong union relationships

Intellectual Capital: R&D and technology bases across the U.S.

Financial Capital: Strong financial structure (Debt/Equity Ratio <0.1), Sufficient retirement benefit reserves6Acquisition Aligns with NSC’s Global Strategy

Manufacturing
Base

66

Upstream
Japan, India, Brazil,
Thailand, Sweden,
United States, andothers

Mt/Y

86
Mt/Y
Global crude steel
production capacity

Japan

20
Mt/Y

Manufacturing
Base
United States,
Slovakia***
United States:
Strong Demand for High-Grade Steel

Downstream
16 Countries
India: Driving Growth
Global Crude steel production capacity*（Mt/Y）
Strategic
2014
2022**
Goal
Domestic
52
47

Overseas

6

19

＞60

Global

58

66

＞100

*Simple aggregate of nominal capacities of companies in which NSC has at least 30% stake**As of end of March 2023

ASEAN: Home Market
USS

NSC

Integrated Steel Mill
Downstream Base

Accelerates Progress Towards Strategic Goal of 100 Mt of Annual Global Crude Steel Production

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Combines Cutting-Edge Technologies to Advance Innovation in
Steelmaking

Product Technologies

Operational andEquipment Technologies

R&D Capabilities• Automotive sheets (high-grade), Processing technologies
and solutions• Electrical steel sheets (high-grade)• Highly corrosion-resistant coated steel sheet for
construction materials (high-grade)• Nickel-coated steel sheets• Automotive sheets• Electrical steel sheets• Highly corrosion-resistant plated steel sheet for building
materials

•
•
•
•
•

• State-of-the-art thin-slab continuous casting and hotrolling facilities• Maintenance technologies for aged facilities

Quality and Cost improvement technologies
Energy-saving technologies
Automation Technologies
Technologies to recycle
Equipment Technologies​• One of the world’s leading research resources• Best-in-class products, equipment, and operating
technologies• R&D organization in Japan as well as overseas in the
future• Deep history of R&D, particularly with automotive
customers• Value-added, sustainably produced steels, including
verdeXTM and induXTM• R&D facilities in Munhall, PA, Troy, MI, Kosice, Slovakia,
and Houston, TX

Synergies primarily driven by bringing together advanced production technology and know-how between USS and NSC
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NSC’s Offerings in Electrical Steel and Automotive Flat SteelTechnologies
Ultra-high Tensile Steel Sheets for
Autos

•
•

Lightweight, strong, easy processing
Possesses both cold high-tensile and hot stamping high-tensile technologies

NO(non-oriented)••

Steel product that can motor’s enhance energy efficiency
Achieving at the same time mutually conflicting motors’ features: high efficiency, hightorque, high rotation, lightweight and compact

GO(grain oriented)•

Eco-friendly material that can improve energy efficiency of transformers used in power plants,
power grids, etc.

Electric Steel
SheetsHighly Corrosion-resistantCoated Steel Sheet for Construction
Materials

Nickel Coated Steel Sheets

•
•

•
•
•

Materials with five to ten times higher corrosion resistance than galvanized coated steel
sheetsContributing to lifecycle cost reduction and longer service lifespan when used in outsidefacilities e.g.) solar panel mounts
Used for battery cell cases for electric vehicles, etc.
Thinner wall thickness realizes weight reduction equivalent to aluminum
High-temperature strength of iron can reduce fire spread9

USS’s State-of-the-Art Mini-Mill
Big River Steel

•
•
•
•
•
•

EAF :2（3.3Mt/Y）
RH Degasser :１
CSP（Compact Strip Process） :1
Compact Hot Mill :1
Galvanizing line :1（525kt/Y）
Non-grain oriented electrical steel line :1（200kt/Y）•

Under constructiono Galv/galvalume :1（325kt/Y）o Paint line :1（165kt/Y）•••

Big River 2•••

EAF :2（3Mt/Y）
ESP（Endless casting & rolling line ） :1
Galvanizing line :2（1mt/Y）•••

62% of project execution has been completed*
92% of project spend has been committed *Production to start in the second half of 2024; full financial
contribution by 2026*

Location: Osceola, Arkansas
GHG emissions intensity: 0.4t- CO2/t-steel (Scope 1 & 2)
250MW Driver solar field will add renewable power to BRS EAF electrical supply

Note: Tons data is in net tons
*As of USS Q3 2023 earnings call10

NSC: Operating in the U.S. For Nearly 40 Years
Developed deep understanding of the U.S. industry and mutual trust with U.S. stakeholders
Product
6
5

2

2

4
1 7
8

3

Approximately 4,000
employees in NSC’s
production base in the U.S.

SheetsEquityRatio

Group company
1

1984
Establishment

Capacity State
Founded as a JV with
Wheeling-Pittsburgh steel,became a wholly-owned
subsidiary in 2008

100%

0.60
Mt/Y

WV

2

2013
Capitalparticipation

50%

0.44
Mt/Y

WA,
CA, JV with Bluescope
etc.

3

2014
Acquisition

50％

5.3
Mt/Y

AL

0.04
Mt/Y

IN

4

IPF

1996
Establishment

100%

5

Suzuki Garphyttan

2008
Investment

100%

Pipes &
Tubing6

Nippon Steel Pipe
America1989
Establishment

80%

0.08
Mt/Y

IN

Wheels7

2011
Acquisition

80%

0.20
Mt/Y

PA

Crankshaft

8

1990
Establishment

80%

4.00
M Units

KY

Bar &
Wire

JV with Arcelor – acquired
from Thyssenkrupp

IN

Integrated EAF mill; founded
in 1795 as Freedom Forge

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Driving the World’s Steel Industry Towards Decarbonization
Both companies share a commitment to decarbonization and are strategically investing to achieve targets

Target: Net Zero by 2050

Target: Carbon Neutral by 2050
Total CO2
Emissions2013 Benchmark-30%(million t-CO2/yr)

CO2Emissions /Ton of Steel2018 Benchmark

-20%
35

(t-CO2/t-steel)102

Net Zero

Carbon Neutral[Scope of scenario]
Domestic: SCOPE1+2(Receipt of raw materials
to product shipment +CO2 emitted by power
suppliers)

2013

~2030
• Hydrogen injection into blast furnaces• Reduction of CO2 emissions in existingprocesses• Establishment of an efficient production
framework* Carbon Capture, Utilization and Storage

CCUS

CCUS

2030

2050 Vision~2050• Three breakthrough technologies:
1. Hydrogen injection into blast furnaces
2. High-grade steel production in large-size EAF
3. Hydrogen direct reduction of iron
• CCUS* and other carbon offset measures

2018

~2030
• Expansion of EAF production capacity• Optimization of production

2030

2050 Vision~2050• Future mini mill development• DRI with natural gas• Development of cutting-edge technologies
1. CCUS*
2. DRI with hydrogen
3. Electric grid improvements

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Accelerates technological development and commercialization by combining both companies’ technologies

Transaction is in Best Interest of All Stakeholders
Aligns with USS’s Best for All® strategy•

All-cash transaction represents a ~40% premium to USS’s closing stock price on
December 15 and allows for certainty of value to USS shareholders•

Transaction delivers value to NSC shareholders, while enhancing USS’s earningpotential and synergies

Shareholders

Customers

Employees /Unionized
Workers
Environment /Sustainability•

Continue to innovate and provide exceptional service to all existing customers•

Deliver products through best-in-class technologies to serve customers in North
America and around the globe•

Aligned on the importance of supporting and investing in employees•

USS’s collective bargaining agreements that are in place with its unions
will continue to be honored and these relationships will continue
uninterrupted•

Drives decarbonization by uniting and leveraging NSC and USS technologies•

Shared commitment to decarbonization
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Question&
Answer14

Closing
Remarks

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Appendix

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NSC Overview
One of the World’s Leading Steel Manufacturers
At a Glance:
Steelmaking and Steel Fabrication

Headquarters:

Chiyoda-ku, Tokyo

Employees:~106,000

Fiscal 2022 Revenue:¥ 7,976 bn¥ 916 bn

Core Sectors:

•
•
•
•
•
•
•
•

Patents:
R&D Spend*:*Year ended March 31, 2023

¥7,245.5 bn¥292.5 bn

FY2022
consolidated revenue¥7,976 bn*

Engineering and Construction

Chemicals and Materials¥274.5 bn¥352.2 bn

Fiscal 2022 BusinessProfit:Areas of Operation

System Solutions

Automobiles
Shipbuilding
EnergyHousehold appliances
Containers
Industrial machinery
Civil engineering
Construction• Japan, US, India, Thailand,
Indonesia, Vietnam, Brazil, Mexico,
Sweden, China and others• Integrated steelworks in Japan, US,
India, Thailand, Brazil and Sweden~14,000 (Japan)~16,000 (Overseas)¥70.5 bn

Sales composition by region
Japan

59%

International

41%

Regional
composition:

Crude steel
production
capacity:

Japan

47.0

India

9.8

South America

4.4

ASEAN

3.5

10%

Europe1.3

5%North andCentralAmerica

0.2

MiddleEast
Africa2%

Pacific

0.4%

Asia

58%

Europe13%

North
America

12%

South
America(mm. tons/
year)*FY2022 consolidated revenue includes adjustments of (¥189.2) million

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NSC’s Global Operations

Manufacturing
Bases

In Japan
6 Works
13 Areas

Overseas
15 Countries
51 Companies

2018
acquisition

*
**

2011
acquisition

Global Crude steel production capacity*（Mt/Y）

2014

2022*

Future vision

Japan

52

47

Overseas

6

19

＞60

Global

58

66

＞100

Key Initiatives
toward 100 million tons
• USS +20 metric tons
• Expanding production in India(Will be 30 MMt in 2030)

2019
acquisition2022
acquisition2014
acquisition
2006
Began to consolidate
as an equity method affiliate*Sum of the nominal full production capacity of companies in which the Company has 30% or more of equity interests, which is thesame methodology as the World Steel Association’s crude steel production statistics

Integrated steel mill
Downstream base18

NSC’s Carbon-Neutral Technologies

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NSC’s Operational and Equipment Technologies

20History of NSC and Steel Making in Japan

Brief History of Steelmaking in Japan:• 1901: State-owned Yawata Steelworks inauguration, the first modern steelworks in Japan (Located in the premises of thepresent Kyushu Steelworks of NSC)
• 1857: Western-style steel making started in Kamaishi (Located near the premises of the present North Nippon Steelworks of
NSC)

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Additional Information and Where to Find ItThis presentation relates to the proposed transaction between the United States Steel Corporation (“U. S. Steel”) and NSC. In connection with theproposed transaction, U. S. Steel will file relevant materials with the United States Securities and Exchange Commission (“SEC”), including U. S.
Steel’s proxy statement on Schedule 14A (the “Proxy Statement”). The information in the preliminary Proxy Statement will not be complete and may
be changed. The definitive Proxy Statement will be delivered to stockholders of U. S. Steel. U. S. Steel may also file other documents with the SEC
regarding the proposed transaction. This presentation is not a substitute for the Proxy Statement or for any other document that may be filed with
the SEC in connection with the proposed transaction. The proposed transaction will be submitted to U. S. Steel’s stockholders for theirconsideration. BEFORE MAKING ANY VOTING DECISION, U. S. STEEL’S STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT U. S. STEEL, NSC AND THE PROPOSED TRANSACTION.
U. S. Steel’s stockholders will be able to obtain free copies of the preliminary Proxy Statement and the definitive Proxy Statement (in each case, if
and when available), as well as other documents containing important information about U. S. Steel, NSC and the proposed transaction once such
documents are filed with the SEC, without charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and the other documents
filed with the SEC by U. S. Steel can also be obtained, without charge, by directing a request to United States Steel Corporation, 600 Grant Street,
Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary; telephone 412-433-1121, or from U. S. Steel’s website www.ussteel.com.

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Participants in the Solicitation
NSC, U. S. Steel and their directors, and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from U. S. Steel’s
stockholders in respect of the proposed transaction. Information regarding the directors and executive officers of U. S. Steel who may, under the rules of the SEC, be deemed
participants in the solicitation of U. S. Steel’s stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement when it is filed with the SEC. Information about these persons is included in each company’s annual proxystatement and in other documents subsequently filed with the SEC, and will be included in the Proxy Statement when filed. Free copies of the Proxy Statement and such othermaterials may be obtained as described in the preceding paragraph.

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Forward-Looking Statements
This presentation contains information regarding U. S. Steel and NSC that may constitute “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities
laws, that are subject to risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have identified suchforward-looking statements by using the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,” “may” and similar expressions or byusing future dates in connection with any discussion of, among other things, statements expressing general views about future operating or financial results, operating or financial performance, trends, events ordevelopments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, as well as statements
regarding the proposed transaction, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forwardlooking statements include all statements that are not historical facts, but instead represent only U. S. Steel’s beliefs regarding future goals, plans and expectations about our prospects for the future and other events,
many of which, by their nature, are inherently uncertain and outside of U. S. Steel’s or NSC’s control. It is possible that U. S. Steel’s or NSC’s actual results and financial condition may differ, possibly materially, from theanticipated results and financial condition indicated in these forward-looking statements. Management of U. S. Steel or NSC, as applicable, believes that these forward-looking statements are reasonable as of the time
made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. In addition, forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to differ materially from U. S. Steel's or NSC’s historical experience and our present expectations or projections. Risks and uncertainties include
without limitation: the ability of the parties to consummate the proposed transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the
proposed transaction that could cause the parties to terminate the definitive agreement and plan of merger relating to the proposed transaction (the “Merger Agreement”); the occurrence of any event, change or othercircumstances that could give rise to the termination of the Merger Agreement; the possibility that U. S. Steel’s stockholders may not approve the proposed transaction; the risks and uncertainties related to securing thenecessary stockholder approval; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management
time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact U. S. Steel’s ability to pursue certain business opportunities or
strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of U. S. Steel’s common stock or NSC’s common stock or American Depositary
Receipts; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of U. S. Steel or NSC to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders andother business relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract management of U. S. Steel. U. S. Steel directs readers to its Form 10-K for theyear ended December 31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and the other documents it files with the SEC for other risks associated with U. S. Steel’s future performance.
These documents contain and identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements. Risks related to NSC’s forward-looking statements
include, but are not limited to, changes in regional and global macroeconomic conditions, particularly in Japan, China and the United States; excess capacity and oversupply in the steel industry; unfair trade and pricing
practices in regional markets; the possibility of low steel prices or excess iron ore supply; the possibility of significant increases in market prices of essential raw materials; the possibility of depreciation of the value of theJapanese yen against the U.S. dollar and other major foreign currencies; the loss of market share to substitute materials; NSC’s ability to reduce costs and improve operating efficiency; the possibility of not completing
planned alliances, acquisitions or investments, or such alliances, acquisitions or investments not having the anticipated results; natural disasters and accidents or unpredictable events which may disrupt NSC’s supply
chain as well as other events that may negatively impact NSC’s business activities; risks relating to CO2 emissions and NSC’s challenge for carbon neutrality; the economic, political, social and legal uncertainty of doing
business in emerging economies; the possibility of incurring expenses resulting from any defects in our products or incurring additional costs and reputational harm due to product defects of other steel manufacturers; thepossibility that we may be unable to protect our intellectual property rights or face intellectual property infringement claims by third parties; changes in laws and regulations of countries where we operate, including tradelaws and tariffs, as well a tax, environmental, health and safety laws; and the possibility of damage to our reputation and business due to data breaches and data theft. All information in this presentation is as of the dateabove. Neither U. S. Steel nor NSC undertakes any duty to update any forward-looking statement to conform the statement to actual results or changes in U. S. Steel’s or NSC’s expectations whether as a result of new
information, future events or otherwise, except as required by law.

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