Delivers Certain and Immediate Value for U. S. Steel Shareholders

Accelerates NSC’s Growth to Deliver Enhanced Profitability and Long-Term Value for NSC Shareholders

All-cash transaction valued at $55.00 per share or ~$15 billion total enterprise value
40% premium to U. S. Steel’s closing stock price on December 15, 2023
Transaction expected to close in second half of 2024, subject to approval by U. S. Steel shareholders, receipt of customary regulatory approvals and other customary closing conditions
The transaction is not subject to any financing conditions. NSC plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks and has already secured financing commitments
Culmination of a robust review of strategic alternatives led by the U. S. Steel Board of Directors, with the assistance of outside financial and legal advisors
Board engaged multiple strategic and financial and legal advisors and evaluated transaction against standalone prospects, performance and outlook
U. S. Steel Board is confident this transaction with NSC maximizes value for U. S. Steel shareholders and is the best path forward for other U. S. Steel stakeholders

Result of U. S. Steel's Comprehensive and Thorough Strategic Alternatives Process

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