Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation

June 13, 2025

By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), I hereby issue the following order.

Section 1. Review by the Committee on Foreign Investment in the United States. (a) On March 14, 2024, the Committee on Foreign Investment in the United States (CFIUS) received a voluntary notice of the proposed acquisition of United States Steel Corporation, a Delaware corporation (U.S. Steel), by (1) Nippon Steel Corporation, a corporation organized under the laws of Japan (Nippon Steel), (2) Nippon Steel North America, Inc., a New York corporation (Nippon Steel NA), and (3) 2023 Merger Subsidiary, Inc., a Delaware corporation (Nippon Steel and Nippon Steel NA collectively, the Acquirers) (the proposed acquisition). CFIUS subsequently initiated a review and investigation of the proposed acquisition and ultimately referred the matter to the President with a recommendation for action under section 721(d) on December 23, 2024.

(b) On January 3, 2025, then-President Biden issued an order titled "Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation" (the January 3 Order), prohibiting the proposed transaction pursuant to section 721(d)(1) of the United States Code.
(c) The statutory provision that served as the basis for the January 3 Order grants the President the authority to "take such action for such time as the President considers appropriate to suspend or prohibit any covered transaction that threatens to impair the national security of the United States." (50 U.S.C. 4565(d)(1)). Pursuant to this authority, section 3 of the January 3 Order reserved the President's authority to issue additional orders "necessary to protect the national security of the United States."

(d) Pursuant to the authority provided in subsection (c) of this section and the authority to reconsider past presidential actions, I issued a presidential memorandum on April 7, 2025, titled "Review of the Proposed Acquisition by United States Steel Corporation" (the April 7 Presidential Memorandum), directing CFIUS to conduct a new review of the proposed transaction to assist in determining whether further action in this matter is appropriate.
(e) On May 21, 2025, CFIUS submitted its recommendation to me. The recommendation set forth the views of the CFIUS agencies regarding the national security risks resulting from the proposed transaction, as well as their views on whether the measures proposed by U.S. Steel and the Acquirers were sufficient to mitigate those national security risks, in accordance with the April 7 Memorandum. The recommendation included a statement explaining the position of each CFIUS member agency, including the reasons therefor.

Section 2. Findings. (a) I hereby confirm the following findings originally made in the January 3 Order:
(i) There is credible evidence that leads me to believe that the Acquirers, through the proposed transaction, might take action that threatens to impair the national security of the United States.

(ii) Provisions of law, other than section 721 and the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.), do not, in my judgment, provide me with adequate and appropriate authority to protect the national security in this matter.
(b) Based on my review of the CFIUS recommendation and the materials provided by CFIUS (including a reconsideration of previous risk assessments), I further determine that the threat to the national security of the United States resulting from the proposed transaction can be sufficiently mitigated if the conditions set forth in section 3 of this order are met.

Section 3. Order and Permitted Actions. Based on the findings set forth in section 2 of this order, and having considered the factors set forth in section 721(f) of the Defense Production Act of 1950, as appropriate, and pursuant to my authority under applicable law, including section 721, I hereby order the following:

(a) Section 2(a) of the January 3 Order is amended to read as follows: "The proposed transaction, and any substantially similar transaction between the Acquirers and U.S. Steel, whether conducted directly or indirectly by the Acquirers, through the Acquirers' shareholders or the direct, intermediate, or ultimate foreign beneficial owners of the shareholders, or through the Acquirers' partners, subsidiaries, or affiliates, is prohibited unless the Acquirers and U.S. Steel enter into and remain in compliance with a National Security Agreement (NSA) with the Department of the Treasury and other appropriate member agencies of CFIUS by the closing date of the proposed transaction. The NSA is substantially consistent with the draft NSA submitted to the Acquirers and U.S. Steel by the United States Government on June 13, 2025, as determined by the Department of the Treasury."

(b) Section 2(e) of the January 3 Order is amended to read as follows: "Without limiting the exercise of agency authority under other provisions of law, and until such time as the Acquirers and U.S. Steel abandon the transaction to the satisfaction of CFIUS or enter into the National Security Agreement (NSA) as provided in subsection (a) of this section, CFIUS shall have further authority to implement such measures, including monitoring and enforcement measures, as it deems necessary and appropriate to protect the national security of the United States with respect to the transaction. This includes measures available to CFIUS under section 721 and its implementing regulations, including remedies for violations of orders, agreements, or conditions entered into or imposed under section 721."
(c) Sections 2(b) and 2(c) of the January 3 Order are deleted.

Section 4. Reservation. I reserve the authority to issue further orders regarding the Acquirers or U.S. Steel if I determine it is necessary to protect the national security of the United States.

Section 5. Publication and Transmittal. (a) This order shall be published in the Federal Register.
(b) I hereby direct the Secretary of the Treasury to transmit a copy of this order to the parties to the proposed transaction listed in section 1 of this order.

DONALD J. TRUMP


THE WHITE HOUSE,
June 13, 2025.

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