Communications with United Steelworkers

Email from NSC Advisor to USW that consolidates all commitments made. The document address reflects changes to prior drafts that address concerns from the USW.

Representatives from NSC and USW meet in person.

NSC sends an additional commitment letter to the USW. Communication includes detail on the expected CAPEX spend through 2026, intentions for long-term blast furnace operations and assessment of several facilities.

Board of Arbitration confirms compliance with successorship requirements of BLA.

Mori-san emails President McCall with enhanced monetary commitments and a draft term sheet.

Phone call between the same NSC advisor and President McCall. President McCall indicates that he will not meet again with NSC until the later of (i) a final decision on the successorship arbitration and (ii) a decision from CFIUS.

The same NSC advisor attempts to reach President McCall via telephone to preview NSC’s commitments announcement and leaves a message with his assistant then follows up with an email.  NSC announces enhanced monetary commitments for Mon Valley Works and Gary Works.

The same NSC advisor emails President McCall to request a meeting to discuss the USW’s concerns and indicates that he has news to share.

Phone call between the same NSC advisor and President McCall to discuss the USW’s issues with the transaction.

The same NSC advisor attempts to reach President McCall to request a meeting and leaves a message with his assistant.

Arbitration is held in Philadelphia regarding USW’s successorship grievance.

An NSC advisor speaks to President McCall on NSC’s behalf, via telephone to request a meeting. President McCall refuses to meet until after the successorship arbitration on August 15, 2024.

President McCall responds to Mori-san with a PDF compilation of the USW’s prior press releases, condemning the transaction.

Mori-san emails President McCall to thank him for the July 12 meeting and encourages further discussions.

Mori-san and other members of Nippon Steel’s leadership meet with President McCall, Mr. Jury, and other members of USW leadership at USW headquarters in Pittsburgh for approximately 45 minutes. The USW focuses primarily on the confidentiality of the meeting and an obscure BLA topic – upstreaming. The USW makes no mention that they are unwilling to meet again until after the successorship arbitration occurs. The USW promises a list of points that NSC and NSNA need to remedy.

Mori-san sends an email to USW leadership to inform them that he will again be visiting the United States and is available to meet. President McCall responds to Mori-san’s email, stating he is available to meet on July 12, 2024.

Mr. Mori sends an email to USW leadership to inform them that he will be visiting the United States and is available to meet. President McCall responds and refuses to meet.

Nippon Steel sends letter responding to McCall’s May 18 email and refuting claims made by President McCall in his public statements.

Mori-san and President McCall email back and forth.  President McCall says that NSC’s May 17 letter did not make any meaningful changes to the situation and reiterates USW’s position that NSC has not satisfied the requirements of the Successorship Clause.

NSC and NSNA send letter to USW (with email cover letter), reaffirming and supplementing the commitments made in the March 27 letter.

Deal counsel for NSC offers to meet with the USW’s General Counsel in Pittsburgh. The USW’s General Counsel never offers any dates.

Nippon Steel outside counsel speaks with the USW’s General Counsel and proposes a meeting on April 18 or 19, 2024. The USW’s GC said he would get back to NSC, but never does to confirm a meeting.

Mori-san emails back and forth with President McCall attempting to schedule a meeting to discuss the status of the transaction. President McCall eventually sends a response letter to NSC’s March 27 commitments letter, and responds via email to Mr. Mori stating his unavailability and unwillingness to meet.

NSC outside counsel calls USW’s General Counsel and leaves a message regarding opportunities for further meetings between NSC and USW in Pittsburgh.

NSC and NSNA send letter to USW, outlining their commitments to the union above and beyond the requirements in the Basic Labor Agreement.

NSC and NSNA send letter to USW, reiterating their commitment to assume all USW Agreements as defined in the Basic Labor Agreement and refuting USW’s legal arguments as made in the USW’s March 11 letter.

The USW sends letter to Nippon Steel, detailing the USW’s view on what assumption of the USW Agreements would entail.

At an in-person meeting with the USW leadership that lasts less than one hour, NSC delivers a set of proposed commitments on trade, capital expenditures, layoff protections and other significant commitments. Immediately thereafter, the USW sends an obviously pre-prepared press release to its members, stating that no progress had been made. In hindsight, it appears that the USW accepted the meeting for the sole purposes of being able to issue a negative press release about the deal. In response, NSC comments to the press that any agreement would be set forth in definitive and legally binding documents.

NSC and NSNA’s advisors meet with USW’s in-house counsels via Zoom to discuss NSC’s and NSNA’s commitments to honor and comply with the Successorship Clause, to address questions regarding their production of documents and to discuss an agenda for the March 7, 2024 meeting.

NSC and NSNA send two letters to the USW, reaffirming their commitments to honor and comply with the successorship requirements.

NSC and NSNA provide supplemental response to USW’s January 12 request for due diligence information. Materials omitted for confidentiality purposes.

NSC and NSNA respond to USW’s request for due diligence information dated January 11, 2024. Materials omitted for confidentiality purposes.

USW sends NSC and NSNA a request for due diligence information. Materials omitted for confidentiality purposes.

Nippon Steel Corporation (“NSC”) and NSNA send updated successorship letter to the USW, making it clear that NSC is also satisfying the successorship requirements.

In-person meeting held between NSNA and its advisors, and advisors for U. S. Steel and the USW, including President McCall, Michael Millsap, Bernie Hall and David Jury.

The transaction is announced and Nippon Steel North America, Inc. (“NSNA”) sends successorship letter to the USW. On this same date, advisors for NSNA also speak with USW President David McCall and other USW leaders.