This document is the English translation of the official Japanese version of the Press Release (“Official Japanese Version”).
This English translation was prepared for your reference, to help you understand what is stated in the Official Japanese
Version.
December18, 2023
Company name:NIPPON STEEL CORPORATION

Representative:

Eiji Hashimoto
Representative Director and President

Stock listing:Prime Market of Tokyo Stock Exchange / Nagoya Stock
Exchange / Fukuoka Stock Exchange / Sapporo
Securities Exchange

Code number:

5401

Contact:

Public Relations Center, General Administration Div.
(Telephone: +81-3-6867-2135, 2146, 2977, 3419)

Acquisition of United States Steel Corporation
NIPPON STEEL CORPORATION (“NSC” or the “Company”) hereby announces that, today (Tokyo time), it has decided
to acquire United States Steel Corporation (“U. S. Steel”), an integrated blast furnace and electric arc furnace steel
manufacturer in the United States through NIPPON STEEL NORTH AMERICA, INC. (“NSNA”), a wholly-owned
subsidiary of the Company (the “Transaction”) and to enter into a merger agreement with U. S. Steel, pursuant to the decisionof the Representative Director of the Company, upon a mandate by the resolution of the Board of Directors on November 30,
2023, December 15, 2023 and December 18, 2023.
NSC and Castle also released today (Tokyo time) a joint statement which is attached as the Appendix hereto.
1. Overview of Transaction
The Transaction will be implemented by way of “reverse triangular merger” pursuant to which 2023 Merger Subsidiary,
Inc. , a wholly-owned subsidiary established by NSNA for the purpose of the Transaction, and U. S. Steel will be merged(the “Merger”). More specifically, upon the Merger, shares outstanding of U. S. Steel will be converted into the right toreceive the merger consideration (US$55.00 per share in cash) and will be canceled. In addition, all shares of the 2023
Merger Subsidiary, Inc. owned by NSNA will be converted into common stock of U. S. Steel. As a result of the Transaction,
U. S. Steel will be a wholly-owned subsidiary of NSC. The closing of the Transaction is subject to approval by U. S. Steelshareholders, receipt of regulatory approvals and other closing conditions specified in the merger agreement.
The agreed per-share consideration to be paid to U. S. Steel shareholders represents a premium of 40% to U. S. Steel’s
closing share price of US$ 39.33 on December 15, 2023.
NSC plans to fund the Transaction through proceeds mainly from borrowings from main Japanese banks and has alreadysecured financing commitments. After completion of the Transaction, NSC will evaluate the capital structure and seek optimal
financing requirements of the combined company in light of various factors including NSC’s financial performance andstanding and market trends as well as impacts on NSC’s shareholders and financial stability, as needed. The Transaction is
not subject to any financing condition.
2. Strategic Objectives of the Transaction
As the “Best Steelmaker with World-Leading Capabilities,” the Transaction will enable NSC to move toward 100 million
tonnes of global crude steel capacity through expanding its integrated production framework and create value starting fromiron/steel-making process in “districts and areas where demand is promisingly expected to grow” and in “sectors in which
NSC’s technologies and products are appreciated.” In doing so, NSC’s basic strategy is to acquire integrated steel mills
through acquisitions and capital participation (brownfield investment) and to expand the capacity of existing bases. NSC
acquired Essar Steel (now AM/NS India) in India in December 2019 and G Steel and GJ Steel in Thailand in March 2022.
The U.S. steel industry is largely driven by domestic demand and U.S. steelmakers are not highly dependent on exports ofproducts. In addition, it has been remarkable that there is a trend to bring operations back to the home U.S. market indownstream sectors such as energy and manufacturing, due to relatively low energy prices in the United States and structuralchanges in the world economy. NSC is confident that it can utilize its seasoned technologies and product lineup in the UnitedStates, since it expects high level of demand for high-grade steel in this largest market amongst developed countries as wellas sustainable growth in domestic steel demand.
NSC believes that the Transaction is a worthwhile investing since the acquisition is not only consistent with NSC’s overseas
business strategy but also would enable NSC to diversify its global footprint by securing integrated steel manufacturing
capabilities in the United States, developed country, adding to existing operational bases in ASEAN and India, where market
volume and growth potential are significant. NSC intends to further enhance its enterprise value by developing and expanding
in these three globally important operational bases.
U. S. Steel is an integrated blast furnace and electric arc furnace steel manufacturer with a large presence in the United States,
measured by crude steel production capacity. U. S. Steel manufactures in the United States and Europe (Slovakia) anddistributes steel sheets for automotive, home appliances, construction materials, and tubular for the energy industry. U. S.
Steel’s crude steel production capacity is approximately 20 million tonnes. In addition to highly competitive integrated blast
furnace mills, U. S. Steel owns valuable assets such as the one of the world's most advanced electric arc furnace mini millthat is capable of producing high-grade steel, and iron ore mines to self-supply manufacturing operations in North America.
U. S. Steel has also invested in carbon neutrality, including expansion of capacity of the electric arc furnace mini mills andinstallment of production equipment of direct reduced iron pellets to supply for electric arc furnaces.
Upon completion of this Transaction, NSC group’s global crude steel production capacity(*) will increase to approximately
86 million tonnes per year, making it further expanding its reach. NSC and U. S. Steel will move forward together as the“Best Steelmaker with World -Leading Capabilities,” providing across the globe products and services made by thetechnologies across both companies in high-grade steel including electrical steel and automotive steel to broadly contributeto customers and society.
Furthermore, NSC and U. S. Steel share a common goal of achieving carbon neutrality by 2050, and each company has
made an effort in this field and developed technological edges. NSC aims to attain carbon neutrality through the developmentof great innovative technologies: “hydrogen injection into blast furnaces,” “high-grade steel production in large size electricarc furnaces” and “hydrogen direct reduction of iron.” U. S. Steel operates Big River Steel, which is one of the world's mostadvanced electric arc furnace mini mills, and Big River 2 of which construction is expected to be completed in 2024. By
combining the advanced technologies of both companies, NSC and U. S. Steel will together take steps towards achievingcarbon neutrality by 2050 and contribute to building a sustainable society.
*: Sum of the nominal full production capacity of companies in which the Company has 30% or more of equity interests,
which is the same methodology as the World Steel Association’s crude steel production statistics (as of the end of March
2023).
3. Overview of U. S. Steel
(1)

Name

United States Steel Corporation(2)

Location

600 Grant Street, Pittsburgh, PA 15219-2800, U.S.A.

(3)
(4)

Name and Title ofRepresentative
Description of BusinessDavid B. Burritt, President and Chief Executive Officer
Manufacturing and distribution of steel sheets for automotive, home appliances andbuilding materials etc. and tubular for energy industry

(5)
(6)

Common Stockholders
Equity (*1)
Year of Establishment

US$ 285 million (As of September 30, 2023)
1901

Major Shareholders and(7)

Ownership Percentage

Blackrock, Inc.: 10.3％, The Vanguard Group: 9.4％(*2)
CapitalRelationship
Relationship Between(8)

the Company and U. S.
Steel

Personnel
Relationship
Business
Relationship
Status of a
Related Party(9)

Not applicable.
Not applicable.
Not applicable.
U. S. Steel is not an affiliated party of NSC.

Consolidated operating results and consolidated financial positions of said company for the last three years (*3)
As of / for the year ended

December 31, 2020

December 31, 2021

December 31, 2022

Net assets

3,879

9,103

10,311

Total assets

12,05917,816

19,458

Net assets per share

17.60

34.51

45.14

Total Net sales

9,741

20,27521,065(1,075)

4,946

3,160

(1,165)

4,174

2,524

Earnings (Loss) per share(5.92)

15.77

10.22

Dividend per share

0.04

0.08

0.20

Earnings (loss) before interestand income taxes
Net earnings (Loss) attributable
to U. S. Steel stockholders(in millions, except per share amounts, all amounts in US$)(*1) Information from U. S. Steel’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2023, filedby U. S. Steel with the SEC on October 27, 2023.
(*2) Information from filings of stockholders made with the SEC. Percentages based on shares of common stock outstanding
as of December 14, 2023.
(*3) Information from U. S. Steel’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and December
31, 2022, filed by U. S. Steel with the SEC on February 11, 2022 and February 3, 2023.
4. Number of Shares to be Acquired, Acquisition Value and Shareholding before and after Acquisition
(1)

(2)
(3)
(4)

Number of Shares Held
before the Change0(Number of voting shares: 0)(Percentage of voting rights held: 0.0%)

Number of Shares to be

223,135,077 shares

Acquired (*4)

(Number of voting shares: 223,135,077 units)

Acquisition Value (*5)

Common shares of U. S. Steel: US$ 14,126 million (*)

Number of Shares Held
after the Change

1 share(Number of voting shares: 1 unit)(Percentage of voting shares held: 100.0%)(*4) Based on shares of common stock outstanding as of December 14, 2023.
(*5) Acquisition value includes the full amount required to purchase all outstanding options, restricted stock units and othersecurities including convertible notes etc.
5. Schedule(1)

Date of Merger

December 18, 2023 (Japan time)

Agreement(2)

Estimated Date ofstockholder meeting toFirst half of calendar year 2024 (Estimate)

be held by U. S. Steel(3)

Estimated Date ofSecond or third quarter of calendar year 2024 (Estimate) (*)

Closing(*): Subject to approval of U. S. Steel shareholders, receipt of regulatory approvals and other closing conditions as specified
in the merger agreement.
6. Financial Impact of the Transaction
The impact of the Transaction on NSC’s financial results is not reflected in NSC's consolidated financial forecasts for the
fiscal year ending March 31, 2024, which were announced on November 1, 2023. NSC is still reviewing the impact andwill promptly announce any material changes that are to be publicly reported.
（Reference）Consolidated Earnings Forecasts for the current Fiscal Year (released on November 1, 2023) and Actual
Consolidated Earnings Results for the Previous Fiscal Year of NSC
Revenue

Business Profit

Profit for the year

Basic Earnings per

Attributable to

Share

Owners of the Parent
Current FY Forecasts

JPY 9,000,000

JPY 740,000

JPY 420,000(FY Ending MarchmillionmillionmillionPrevious FY Results,

JPY 7,975,586

JPY 916,456

JPY 694,016

ActualmillionmillionmillionJPY 456.00

31, 2024)
JPY 753.66(FY Ended March
31, 2023)
Additional Information and Where to Find ItThis press release relates to the proposed transaction between the United States Steel Corporation (“U. S. Steel”) and
NSC. In connection with the proposed 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 proposedtransaction. This press release 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 their consideration. 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 WILLCONTAIN 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; telephone412-433-1121, or from U. S. Steel’s website www.ussteel.com.
Participants in the Solicitation
NSC, U. S. Steel and their directors, and certain of their executive officers and employees may be deemed to be participantsin 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 thesolicitation 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 theSEC. Information about these persons is included in each company’s annual proxy statement 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 other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This press release contains information regarding U. S. Steel and NSC that may constitute “forward-looking statements,” asthat term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject torisks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor provisions for forwardlooking statements in those sections. Generally, we have identified such forward-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 by using future dates in connection with any discussion of, among otherthings, statements expressing general views about future operating or financial results, operating or financial performance,
trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capitaland 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 orsimilar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statementsthat 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 the anticipated results and financial condition indicated in these forward-looking statements. Managementof 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 suchstatements speak only as of the date when made. In addition, forward looking statements are subject to certain risks anduncertainties that could cause actual results to differ materially from U. S. Steel's or NSC’s historical experience and ourpresent 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 andplan 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 the necessary stockholder approval;
the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in atimely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposedtransaction; 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 maintainrelationships with customers, suppliers, employees, stockholders and other 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. Steeldirects readers to its Form 10-K for the year 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 materiallyfrom 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 UnitedStates; excess capacity and oversupply in the steel industry; unfair trade and pricing practices in regional markets; thepossibility 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 the Japanese 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’schallenge 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 reputationalharm due to product defects of other steel manufacturers; the possibility 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 trade laws and tariffs, as well a tax, environmental, health and safety laws; and the possibility ofdamage to our reputation and business due to data breaches and data theft. All information in this press release is as of thedate above. Neither U. S. Steel nor NSC undertakes any duty to update any forward-looking statement to conform thestatement 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.

(Appendix) Joint statement of NSC and U. S. Steel

Dec. 18, 2023
Nippon Steel Corporation (NSC) to Acquire U. S. Steel, Moving Forward Together as the ‘Best Steelmakerwith World-Leading Capabilities’
NSC to acquire U. S. Steel for $55.00 per share in an all-cash transaction representing 40% premium, providing
certain and immediate value to U. S. Steel shareholders
Brings together two storied companies with rich histories of providing excellent products and services andcontributing to the development of society
Combines world-leading technologies and manufacturing capabilities to better serve customers in the UnitedStates and globally
Strengthens a diversified and competitive steel industry in the United States to the benefit of customers
through investment collaboration between two global steel innovators
NSC to honor all collective bargaining agreements with United Steelworkers Union as part of commitment tomaintaining strong stakeholder relations
Drives the global steel industry towards decarbonization and a sustainable world
U. S. Steel to retain its iconic name and headquarters in Pittsburgh, PA
Transaction represents culmination of U. S. Steel’s robust strategic alternatives process
Creates significant value for both NSC and U. S. Steel shareholders
Joint conference call at 8:00 a.m. ET to discuss details of the transaction
Chiyoda-ku, Tokyo, Japan, and Pittsburgh, Pennsylvania, USA, December 18, 2023 – Nippon SteelCorporation (NSC) (TSE: 5401), Japan’s largest steelmaker and one of the world’s leading steel manufacturers,and United States Steel Corporation (NYSE: X) ("U. S. Steel”), a leading steel producer with competitive
advantages in low-cost iron ore, mini mill steelmaking, and best-in-class finishing capabilities, today
announced that they have entered into a definitive agreement pursuant to which NSC will acquire U. S. Steelin an all-cash transaction at $55.00 per share, representing an equity value of approximately $14.1 billion plus
the assumption of debt, for a total enterprise value of $14.9 billion. The $55.00 per share purchase pricerepresents a 40% premium to U. S. Steel’s closing stock price on December 15, 2023. The transaction has
been unanimously approved by the Board of Directors of both NSC and U. S. Steel.
NSC’s acquisition of U. S. Steel will enhance its world-leading manufacturing and technology capabilities andenable it to expand the geographic areas in which NSC can better serve all of its stakeholders, including
customers and society at large. The transaction will further diversify NSC’s global footprint by significantly
expanding its current production in the United States, adding to its primary geographies of Japan, ASEAN, andIndia. As a result of NSC’s acquisition of U. S. Steel, its expected total annual crude steel capacity will reach 86
million tonnes – accelerating progress towards NSC’s strategic goal of 100 million tonnes of global crude steel
capacity annually.
NSC President Eiji Hashimoto, said “We are excited that this transaction brings together two companies withworld-leading technologies and manufacturing capabilities, demonstrating our mission to serve customers
worldwide, as well as our commitment to building a more environmentally friendly society through thedecarbonization of steel. NSC has long admired U. S. Steel with deep respect for its advanced technologies,
rich history, and talented workforce and we believe we can jointly take on the challenge of raising ouraspirations to even greater heights. The transaction builds on our presence in the United States and we arecommitted to honoring all of U. S. Steel’s existing union contracts. We look forward to collaborating closelywith the U. S. Steel team to bring together the best of our companies and move forward together as the ‘Best
Steelmaker with World-Leading Capabilities’.”
NSC Executive Vice President Takahiro Mori said, “We believe this transaction is in the best interests of our
two companies, providing strong, immediate value for U. S. Steel shareholders while enhancing NSC’s longterm growth prospects. We have a strong balance sheet and are confident in our ability to unlock thepotential of bringing together NSC and U. S. Steel through advancement in steelmaking, creating long-termvalue for our companies’ stakeholders, including our customers, employees, suppliers, communities, andshareholders.”
President and Chief Executive Officer of U. S. Steel, David B. Burritt said, “NSC has a proven track record ofacquiring, operating, and investing in steel mill facilities globally – and we are confident that, like our strategy,
this combination is truly Best for All. This transaction realizes the tremendous value today in our company andis the result of our Board of Directors’ comprehensive and thorough strategic alternatives process. For our U.
S. Steel employees, who I continue to be thankful for, the transaction combines like-minded steel companies
with an unwavering focus on safety, shared goals, values, and strategies underpinned by rich histories. For
customers, U. S. Steel and NSC create a truly global steel company with combined capabilities and innovation
capable of meeting our customers’ evolving needs. Today’s announcement also benefits the United States –ensuring a competitive, domestic steel industry, while strengthening our presence globally. Our shareddecarbonization focus is expected to enhance and accelerate our ability to provide customers with innovative
steel solutions to meet sustainability goals.”

Strategic Benefits- Moving Forward Together as the ‘Best Steelmaker with World-Leading Capabilities’. The transaction
combines cutting-edge technologies across NSC and U. S. Steel to advance innovation and deliver highgrade steel products, such as electrical steel and automotive flat steel to customers around the world.
NSC and U. S. Steel will share their world-leading technologies and manufacturing capabilities to be at theforefront of innovation and digital transformation in steelmaking for the benefit of customers. U. S. Steelis a proven innovator in energy efficiency, with Big River Steel operating one of the most advanced, stateof-the-art sustainable mills in North America. Synergies from the transaction will be primarily driven bybringing together advanced production technology and know-how between U. S. Steel and NSC, including
in cost-effective operations, energy savings, and recycling. NSC’s technology and products will further
advance the technical capabilities of U. S. Steel’s Mined, Melted and Made in America portfolio of
products, better supporting the evolving demand of customers in the United States.

-Strengthens Ability to Address Growing Demand for High-Grade Steel in U.S. and Globally. U. S. Steelhas long been one of America’s steel industry leaders, while NSC has been serving U.S. customers
successfully for decades. Together with U. S. Steel, NSC will be well-positioned to capitalize on thegrowing demand for high-grade steel, automotive and electrical steel, and provide excellent products andservices. Further, NSC is committed to serving customers in the United States and deliver highperformance steel products to meet the needs of every application.

-

Drives the Global Steel Industry Towards Decarbonization and a Sustainable World. NSC and U. S. Steelshare a commitment to decarbonize by 2050 and recognize that solving sustainability challenges is afundamental pillar of a steelmaker’s existence and growth. A key area of collaboration post-transaction
will be to continue to advance this goal and drive alternative technologies in decarbonization. NSC isdeveloping three breakthrough technologies to progress towards its goal of achieving carbon neutrality
by 2050, including hydrogen injecting technology into blast furnaces, high grade steel production in large
size electric arc furnaces, and hydrogen use in direct iron reduction process. U. S. Steel is similarly focusedon reducing its carbon footprint, including continuously striving to use less energy in its existing
operations, integrating electric arc furnace capabilities into its footprint, and is constructing a second
state-of-the-art mini mill in Arkansas.

-

Honors All Agreements between U. S. Steel and the United Steelworkers Union: NSC has a strong trackrecord of safety in the workplace and working collaboratively with unions. All of U. S. Steel’s
commitments with its employees, including all collective bargaining agreements in place with its unions,will be honored and NSC is committed to maintaining these relationships uninterrupted.

-

Commits to Maintaining Strong Stakeholder Relations, Including with Employees, Customers, Suppliers
and Communities. The combined workforce is critical to operations in the United States and globally.
Following the closing of the transaction, U. S. Steel will retain its iconic name, brand, and headquarters in
Pittsburgh, PA. NSC is committed to continuity in strong relationships with U. S. Steel’s suppliers,
customers, the surrounding communities, and people that support U. S. Steel’s operations and iscommitted to being a productive member of these communities.

-

Creates Significant Value for Both NSC and U. S. Steel Shareholders. The transaction accelerates NSC’s
growth as ‘Best Steelmaker with World-Leading Capabilities’, poised to deliver higher growth, enhanced
profitability, and long-term value for NSC shareholders. The all-cash offer also provides strong value
creation and certainty of value for U. S. Steel shareholders. This transaction is the successful outcome of acomprehensive and robust strategic review conducted by U. S. Steel and its Board of Directors. The$55.00 per share purchase price represents a 40% premium to U. S. Steel’s closing stock price on
December 15, 2023.

Transaction Details
The transaction is expected to close in the second or third quarter of calendar year 2024, subject to approval
by U. S. Steel’s shareholders, receipt of customary regulatory approvals and other customary closing
conditions. NSC plans to fund the transaction through proceeds mainly from borrowings from certain
Japanese banks and has already secured financing commitments. The transaction is not subject to any
financing conditions.
AdvisorsCiti is acting as financial advisor to NSC. Ropes & Gray LLP is acting as legal advisor to NSC. Barclays Capital
Inc., Goldman Sachs & Co. LLC and Evercore are acting as financial advisors to U. S. Steel. Milbank LLP and
Wachtell, Lipton, Rosen & Katz are acting as legal advisors to U. S. Steel.
Conference Call
NSC and U. S. Steel will hold a conference call to discuss the proposed acquisition with analysts and investors
today, December 18, 2023 at 8:00am EST in the U.S. (10:00pm JST in Japan). The conference call will be
conducted via live webcast at:https://event.choruscall.com/mediaframe/webcast.html?webcastid=S9ip3qYD. Presentation materials forthe conference call will be posted prior to the call and a replay will be available after the call on U. S. Steel’s
investor relations website: https://investors.ussteel.com/.
Find out more about the proposed transaction at www.BestDealforAmericanSteel.com.
About NSC
NSC is Japan’s largest steelmaker and one of the world’s leading steel manufacturers. NSC has a global crude
steel production capacity of approximately 66 million tonnes and employs approximately 100,000 people in
the world. NSC’s manufacturing base is in Japan and the company has presence in 15 additional countries
including: United States, India, Thailand, Indonesia, Vietnam, Brazil, Mexico, Sweden, China and others. NSC
established a joint venture in the United States around 40 years ago and has focused on building cooperativeand good relationships with employees, labor unions, suppliers, customers, and communities. As the ‘Best
Steelmaker with World-Leading Capabilities,’ NSC pursues world-leading technologies and manufacturing
capabilities and contributes to society by providing excellent products and services. For more information,please visit: https://www.nipponsteel.com.
About U. S. SteelFounded in 1901, U. S. Steel is a leading steel manufacturer. With an unwavering focus on safety, theCompany’s customer-centric Best for All® strategy is advancing a more secure, sustainable future for U. S.
Steel and its stakeholders. With a renewed emphasis on innovation, U. S. Steel serves the automotive,
construction, appliance, energy, containers, and packaging industries with high value-added steel products.
The Company also maintains advanced iron ore production and has an annual raw steelmaking capability of
22.4 million net tons. U. S. Steel is headquartered in Pittsburgh, Pennsylvania, with world-class operations
across the United States and in Central Europe. For more information, please visit: www.ussteel.com.
NSC Contacts
Media
pr_contact@jp.nipponsteel.com
Kayo Kikuchi / +81-3-6867-2977 / kikuchi.26s.kayo@jp.nipponsteel.com
Masato Suzuki / +81-3-6867-2135 / suzuki.s4f.masato@jp.nipponsteel.com
Investors
ir@jp.nipponsteel.com
Yuichiro Kaneko / +81-80-9022-6867 / kaneko.yc3.yuichiro@jp.nipponsteel.com
Yohei Kato / +81-80-2131-0188 / kato.rk5.yohei@jp.nipponsteel.com
General Inquiries (U.S.)

Nippon Steel North America, Inc. / +1 (713) 654 7111
U.S. Media Contacts
NSCMedia@teneo.com
Robert Mead / +1 (917) 327 9828 / Robert.Mead@teneo.com
Monika Driscoll / +1 (929) 388 9442 / Monika.Driscoll@teneo.com
Tucker Elcock / +1 (917) 208 4652 / Tucker.Elcock@teneo.com

U. S. Steel Contacts
Media
Tara Carraro
Senior Vice President, Chief Communications Officer
T- 412-433-1300
E- media@uss.com
Kelly Sullivan / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
T- 212-355-4449
Investors
Kevin Lewis
Vice President
FinanceT- 412-433-6935
E- klewis@uss.com+++
Additional Information and Where to Find ItThis press release relates to the proposed transaction between the United States Steel Corporation (the“Company”) and NSC. In connection with the proposed transaction, the Company will file relevant materials
with the United States Securities and Exchange Commission (“SEC”), including the Company’s proxystatement 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
the Company. The Company may also file other documents with the SEC regarding the proposed transaction.
This press release 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 theCompany’s stockholders for their consideration. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’SSTOCKHOLDERS 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 THEYWILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED TRANSACTION.

The Company’s stockholders will be able to obtain free copies of the preliminary Proxy Statement and thedefinitive Proxy Statement (in each case, if and when available), as well as other documents containing
important information about the Company, NSC and the proposed transaction once such documents are filedwith the SEC, without charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and theother documents filed with the SEC by the Company can also be obtained, without charge, by directing arequest to United States Steel Corporation, 600 Grant Street, Pittsburgh, Pennsylvania 15219, Attention:
Corporate Secretary; telephone412-433-1121, or from the Company’s website www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their executive officers and employees may bedeemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the
proposed transaction. Information regarding the directors and executive officers of the Company who may,under the rules of the SEC, be deemed participants in the solicitation of the Company’s stockholders inconnection 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 theSEC. Information about these persons is included in each company’s annual proxy statement and in otherdocuments subsequently filed with the SEC, and will be included in the Proxy Statement when filed. Free
copies of the Proxy Statement and such other materials may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
This press release contains information regarding the Company and NSC that may constitute “forward-looking
statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 and othersecurities laws, that are subject to risks and uncertainties. We intend the forward-looking statements to becovered by the safe harbor provisions for forward-looking statements in those sections. Generally, we haveidentified such forward-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 by using 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 or developments 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 asstatements 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 forwardlooking. Forward-looking statements include all statements that are not historical facts, but instead represent
only the Company’s beliefs regarding future goals, plans and expectations about our prospects for the futureand other events, many of which, by their nature, are inherently uncertain and outside of the Company’s or
NSC’s control. It is possible that the Company’s or NSC’s actual results and financial condition may differ,possibly materially, from the anticipated results and financial condition indicated in these forward-looking
statements. Management of the Company 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 relianceon 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 the Company'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 theproposed 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 other circumstances that could give rise to the termination of the
Merger Agreement; the possibility that the Company’s stockholders may not approve the proposedtransaction; the risks and uncertainties related to securing the necessary stockholder approval; the risk that theparties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in atimely manner or at all; risks related to disruption of management time from ongoing business operations dueto the proposed transaction; certain restrictions during the pendency of the proposed transaction that may
impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk thatany announcements relating to the proposed transaction could have adverse effects on the market price of theCompany’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 proposedtransaction; and the risk that the proposed transaction and its announcement could have an adverse effect on
the ability of the Company or NSC to retain customers and retain and hire key personnel and maintainrelationships with customers, suppliers, employees, stockholders and other business relationships and on its
operating results and business generally; and the risk the pending proposed transaction could distract
management of the Company. The Company directs readers to its Form 10-K for the year ended December
31, 2022 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and the otherdocuments it files with the SEC for other risks associated with the Company’s future performance. These
documents contain and identify important factors that could cause actual results to differ materially from thosecontained 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 andthe United States; excess capacity and oversupply in the steel industry; unfair trade and pricing practices in
NSC’s 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 the Japanese
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 anticipatedresults; natural disasters and accidents or unpredictable events which may disrupt NSC’s supply chain as wellas other events that may negatively impact NSC’s business activities; risks relating to CO2 emissions and NSC’schallenge for carbon neutrality; the economic, political, social and legal uncertainty of doing business inemerging 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
trade laws 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 press release is as of thedate above. Neither the Company nor NSC undertakes any duty to update any forward-looking statement toconform the statement to actual results or changes in the Company’s or NSC’s expectations whether as a resultof new information, future events or otherwise, except as required by law.