News Release : May 9, 2002

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May 9, 2002
Kawasaki Steel Corporation
NKK Corporation

Conclusion of the Agreement for Consolidation of Kawasaki Steel and NKK
Kawasaki Steel Corporation ("KSC", President: Fumio Sudo) and NKK Corporation ("NKK", President: Masayuki
Hammyo) have entered into the Agreement for Consolidation, and the two companies will submit the Agreement for
approval at the respective annual shareholders' meetings scheduled for June 2002. Following are new basic items the twocompanies have agreed upon in the Agreement, in addition to those announced in December 2001 and February 2002:
I. Conditions of Stock-for-Stock Exchange
1. Scheduled date for establishing JFE Holdings, Inc.
September 27, 2002
2. Exchange Ratios
1,000 shares of KSC common stock for 100 shares of JFE Holdings common stock
1,000 shares of NKK common stock for 75 shares of JFE Holdings common stock
The estimated number of common shares of JFE Holdings, Inc. is 570 million.
3. Stock Exchange Listing
The Tokyo Stock Exchange, the Osaka Securities Exchange and the Nagoya Stock Exchange
II. Capital and Auditors of JFE Holdings, Inc.
1. Capital
The capital of JFE Holdings, Inc. will be 100 billion yen.
2. Auditors
The candidates for auditors of JFE Holdings, Inc. are :Shinji Sakuwa(currently Corporate Auditor of KSC)
Tatsuo Hayashi(currently Senior Corporate Auditor of NKK)
Aritsugu Tashiro(currently Corporate Auditor of NKK)
Toshikuni Nishinohara (former Deputy President of Mizuho Holdings, Inc.)
III. Corporate Symbol
A sphere rotating eternally symbolizes JFE Group's stated mission. The endlessly rotating globe represents a groupconstantly pursuing new opportunities by actively seeking out new contacts and by deepening its communication with allcustomers. The blue color stands for trust and profoundness, and expresses the image of the corporation acting on a
global stage and the infinite possibilities in association with sky and universe.

IV. Accelerated Realization of Synergy Effects
1. Synergy Effects in this fiscal year ending March 2003
JFE Group plans to achieve synergy effects totaling 80 billion yen by the end of fiscal year ending March 2006. In orderto realize them in the steel business segment earlier than originally scheduled, the two companies have studied measuressuch as promoting OEM, and sharing competitive technology through technological exchange. The group expects toactualize synergy effects totaling 20 billion yen by the end of this fiscal year ending March 2003. Details are as follows:

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The efficiency of R&D operations will be enhanced by avoiding redundancies of projects and focusing more on thedevelopment of new products.
2. Blast Furnace Operations and Optimized Production(1) Relining of Blast Furnaces
The No. 2 blast furnace at Mizushima works and the No. 2 blast furnace at Keihin Works were originally scheduled to berelined in the second half of fiscal year ending March 2004. As, once established, JFE Steel will have sufficientiron-making capacity, it will reschedule relining programs to equalize the level of investment over the years. Details are
as follows:i) Relining of the No. 2 blast furnace at Keihin Works will be postponed by one year and be completed in the second halfof fiscal year ending March 2005.
ii) The No. 2 blast furnace at Mizushima Works will be relined in the second half of fiscal year ending March 2004 as
originally scheduled, but modernization of hot stoves will be postponed.
(2) Blast Furnace Operations
JFE Steel will have eleven blast furnaces and is contemplating closing two of them as detailed below:i) As for Chiba Works, JFE Steel will close the No. 5 blast furnace by the end of fiscal year ending March 2004 andoperate only the No. 6 blast furnace.
ii) At Mizushima Works, the No. 1 blast furnace has been used as a back-up while other blast furnaces are relined. As itbecomes possible for JFE Steel to utilize iron from other works, the No. 1 blast furnace of Mizushima Works will remain
idle even at the time its No. 2 blast furnace is relined.
3. Integrating Other Production Facilities
With regard to integrating production facilities other than blast furnaces, the two companies have been conducting thestudies focused on consolidating production lines and effective utilization of production facilities, in consideration ofgeographical factors and uniqueness of the facilities. Details are as follows:(1) Production of stainless steel slab (steel-making and casting)
The steel-making and casting operations of stainless steel at Fukuyama Works will be integrated into the existing
operations at Chiba Works. The Stainless Steel Refining Furnace at Fukuyama Works will be used as a furnace fordephosphorization.
(2) Sheets: Batch Annealing Furnace and Continuous Annealing Line at Keihin Works
Studies are being conducted with a view to close the above facilities by the end of fiscal year ending March 2003.
(3) Others: Consolidation of Rolling Mills (Sheets, Shapes, and Pipes & Tubes)
Consolidation of the following facilities is being considered:This release includes forward-looking statements that reflect plans and expectations of KSC and NKK in relation to theshare exchange schemes described above and the benefits resulting from them. These forward-looking statements
involve known and unknown risks, uncertainties and other factors, including in particular the ability of JFE Group torealize synergies effectively and future trends in the level of demand in the Japanese and overseas steel markets, that
may cause JFE Group's actual results, performance, achievements or financial position to be materially different fromany future results, performance, achievements of financial position expected or implied by these forward-looking
statements.
<Notice to United States investors>

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The business combination referred to in this release (the "Transaction") involves securities of foreign companies. The
Transaction is subject to disclosure requirements of a foreign country that are different from those of the United States.
Financial information included in this release has been prepared in accordance with foreign accounting standards that
may not be comparable to similar financial information of United States companies. It may be difficult for you toenforce your rights and any claim you may have arising under the federal securities laws, since KSC and NKK are
located in a foreign country, and some or all of their officers and directors may be residents of a foreign country. You
may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's
judgment.
If you have any questions, please contact:
Kawasaki Steel Corporation
Tetsuo Oki (Mr.)
Manager, Investor Relations
Finance Department
Phone No : 81-3-3597-3280
Fax No : 81-3-3597-3266
E-mail: te-oki@kawasaki-steel.co.jp

NKK Corporation
Yukio Harada (Mr.)
General Manager
Investor Relations Department
Phone No : 81-3-3217-2183
Fax No : 81-3-3214-8407
E-mail: yukio_harada@ntsgw.tokyo.nkk.co.jp
Shinji Okutsu (Mr.)
Manager, Public Relations
Corporate Secretariat Department
Phone No : 81-3-3217-2140
Fax No : 81-3-3214-8436
E-mail: shinji_okutsu@ntsgw.tokyo.nkk.co.jp

Copyright 2001 JFE Holding,Inc. Terms and Conditions

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