Item 1. Legal Proceedings
ITEM 1. LEGAL PROCEEDINGS
U. S. Steel – Nippon Steel Litigation. As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, on January 6, 2025, U. S. Steel, Nippon Steel Corporation and Nippon Steel North America, Inc. (together with Nippon Steel Corporation, "Nippon Steel") filed a complaint in the United States District Court for the Western District of Pennsylvania against Cleveland-Cliffs Inc., Lourenco Goncalves and David McCall, the International President of the USW. The plaintiffs' lawsuit was filed in the immediate aftermath of former President Biden's issuance of an executive order blocking a proposed merger of U. S. Steel and Nippon Steel on national security grounds. The plaintiffs alleged that the defendants entered into an unlawful agreement to oppose the sale of U. S. Steel to any buyer other than Cliffs. The plaintiffs also alleged that Cliffs and Mr. Goncalves, with the assistance and support of the USW, monopolized or attempted to monopolize the markets for NOES, GOES, iron ore pellets and exposed automotive steel in North America in violation of federal antitrust laws. The plaintiffs further alleged that the defendants violated and conspired to violate federal anti-racketeering laws by pursuing their alleged scheme to force U. S. Steel into an acquisition by Cliffs and monopolize the aforementioned markets. Finally, the plaintiffs alleged that the defendants' speech and actions against U. S. Steel's proposed acquisition by Nippon Steel constituted tortious interference with existing and prospective business relations. In addition to their claims for monetary relief, which included claims for treble and punitive damages, the plaintiffs sought a preliminary injunction enjoining the defendants' alleged activities against the plaintiffs' proposed merger. On September 3, 2025, U. S. Steel and Nippon Steel voluntarily dismissed their lawsuit against Cliffs, Mr. Goncalves and Mr. McCall with prejudice. In connection with the termination of this lawsuit, the parties entered into a settlement agreement providing for the full release of the defendants and involving no exchange of financial consideration.
Environmental Matters . SEC regulations require us to disclose certain information about administrative or judicial proceedings involving the environment and to which a governmental authority is a party if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. We believe that this threshold is reasonably designed to result in disclosure of any such proceedings that are material to our business or financial condition.
We have described the other material pending legal proceedings, including administrative or judicial proceedings involving the environment, to which we are a party in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 1A. RISK FACTORS
We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. We described the most significant risks that could impact our results in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.