Dan Lesnak - United States Steel Corp. Mario Longhi Filho - United States Steel Corp..

Anthony B. Rizzuto - Cowen and Company, LLC Evan L. Kurtz - Morgan Stanley & Co. LLC Chris Olin - Rosenblatt Securities, Inc. Philip N. Gibbs - KeyBanc Capital Markets, Inc. Timna Beth Tanners - Bank of America Merrill Lynch Matthew J. Korn - Barclays Capital, Inc. Gordon Johnson - Axiom Capital Management, Inc. Arjun C.

Chandar - JPMorgan Securities LLC Seth Rosenfeld - Jefferies International Ltd. Jorge M. Beristain - Deutsche Bank Securities, Inc. Matthew Fields - Bank of America Merrill Lynch Charles A. Bradford - Bradford Research, Inc. John C. Tumazos - John Tumazos Very Independent Research LLC Alexander Hacking - Citigroup Global Markets, Inc. (Broker) Sean M.

Wondrack - Deutsche Bank Securities, Inc..

Ladies and gentlemen, thank you for standing by. Welcome to the United States Steel Corporation's 2016 Third Quarter Earnings Call and Webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time. As a reminder, today's call is being recorded.

I would now like to turn the conference over to your host, Dan Lesnak. Please go ahead, sir..

Thanks, Kevin. Good morning, everyone. Thank you for joining us this morning. On the call for you today will be U.S. Steel President and CEO, Mario Longhi; and Executive Vice President and CFO, Dave Burritt.

We posted our slide presentation and prepared remarks under the Investors section of our website when we released our earnings after the market closed yesterday, and we will not be covering those on the call. We will begin with some brief introductory comments from Mario and then proceed directly to the question-and-answer session.

Before we begin, I must caution you that today's conference call contains forward-looking statements and that future results may differ materially from statements or projections made on today's call.

For your convenience, the forward-looking statements and risk factors that could affect those statements are referenced at the end of our release and the slide deck posted on our website, and are included in our most recent annual report on Form 10-K and updated in our quarterly reports on Form 10-Q in accordance with the Safe Harbor provisions.

Now, to start the call, I will turn it over to Mario Longhi..

Good morning, everyone. Thank you for joining us today. We continue to make significant progress on improving our business model, lowering our breakeven point, improving our already industry-leading safety performance and strengthening our balance sheet.

We have faced and continue to face many challenges, some at the company level and some at the industry level.

At the company level, we have streamlined our operating configuration, including the temporary idling of facilities to create greater production efficiencies under today's market conditions and have made many hard decisions to permanently address unprofitable businesses and facilities, with a final resolution of our former operations in Canada now within our sight.

We have accessed the capital markets to de-risk our balance sheet and strengthen our cash and liquidity position, which better allow us to pursue many value creating opportunities.

We have improved our product mix with value-added products currently representing over 70% of our Flat-Rolled segment shipments and approximately 50% of our European segment shipments. For our Tubular segment, we now have an expanded suite of premium products and are well-positioned to benefit when the energy markets recover.

We are accelerating our investments in our facilities, to achieve sustainably better and more consistent operating performance, including improvement in reliability, quality, delivery and customer service. Innovation in both products and processes is the foundation for our future success.

We have continued to invest in our already well established and extensive research and development facilities and organizations in Pittsburgh, Detroit, Houston and Slovakia. With access to our state-of-the-art equipment, computer models and simulators, our experienced team is focused on the future.

We are pleased with the progress we have made so far on the trade front, but much more work needs to be done to truly create a sustainably fair and level playing field. The rulings issued earlier this year in the three Flat-Rolled cases that we filed in 2015 are a step in the right direction in the application and enforcement of our trade loss.

We are continuing to utilize all the tools available to us as demonstrated by our Section 337 filing against Chinese steel producers and distributors, and the circumvention actions filed against Chinese companies who are routing products through Vietnam in order to avoid tariffs.

We continue to focus on the things that we can't control and have delivered meaningful progress so far. We are moving toward a business model that can generate economic profit across the cycle and create true value for our stockholders, employees and our stakeholders..

Thank you, Mario. We've provided more detail on many of the topics Mario just mentioned in the presentation and Q&A documents we posted to our website, and we'd encourage you to review those when you have some time.

Kevin, will you now queue the line for questions?.

Thank you. First question is from the line of Tony Rizzuto, Cowen and Company. Please go ahead..

Thank you very much. Good morning, gentlemen..

Good morning, Tony..

Hey, Mario.

Can you provide more color on the nature of the unplanned outages and the operational headwinds that you face? And specifically, for one question just part of it, the facilities and the equipment that was affected directly in the quarter?.

There was not any single major event that impacted the output, Tony. It was a convergence of several things that happened in sequence.

And in an operation like ours with the improved streamlined footprint that we have, when you have a half a day of an issue here, another half a day of an issue there, and it begins to compound, and it makes it more difficult with the absence of slacking the system to be able to recover more quickly. That is the nature of what happened..

So can you quantify – I mean you broke out the volume impact, but I was wondering if you could quantify the dollar hit that you experienced to the P&L, the loss of volume, the reduced fixed cost absorption, and other factors, just to help us get a feel for that? And then....

I think you can do your own math on that, Tony, given the fact that the impact to output was basically about a 5%. You can take that volume and sort of put it into your models and I think you can get to the impact of that yourself..

Yes. I think one thing you can think about is, those will be all incremental tons. So your fixed cost's all been absorbed. So you'll be talking about just really the margin of your variables. So that's a pretty significant margin to think about. Repair and maintenance ran a little bit higher, because we did have to get in and do some things quickly.

And then, as Mario said, you just get those production and efficiencies that are part of the cost absorption that goes with it..

Okay. And when you talk about the need for revitalization, obviously, this has been a transformation process, a journey as you have referred to Carnegie Way.

As you're going through this process, are you finding now that maybe you've under-spent on the capital side and is this something that's coming? I mean just by looking at the language you used in the release, it seemed that way to us.

And I just want to make sure – what – if that's the case, what kind of magnitude of capital spending might we see that gravitate towards from the roughly $350 million that you've kind of targeted? Is this – could you just delve into that a little bit for us?.

Sure, first and foremost, thanks for describing the nature of what we're doing here as a journey, because it truly is. And I would offer that, no, we have not been under-spending.

What we've been doing is, we've only been able to accomplish what we've accomplished and gotten to the position that we are, because we've been investing appropriately in making sure that everything that we know is being addressed and moving to minimize the conditions that we experienced in the past quarter, which is unplanned events.

So we've been able to get to this point, because we've been doing all of the right things. The reality though is as we go into a different mix and we begin to operate under a much more tight condition, every single thing that impacts, we don't have the capacity to more quickly recover.

What we do know, though, is that as we begin to operate in this different footprint, we're learning more things.

So therefore, what we're referring to is that we're going – now that we do have a very – a more comfortable position with the balance sheet, we can accelerate in investing more quickly into the new learning – needs that we have as we go forward.

So we will be increasing because, for example, what we learned in the past quarter, they're going to be added to the already planned sets of events that we had already forecast for the next two quarters and, therefore, that's going to require a little bit more money than we were foreseeing doing then. But it's part of a journey of learning, Tony.

That's what it's all about..

Thank you. Next question is from Evan Kurtz, Morgan Stanley. Please go ahead..

Hey, good morning, guys..

Good morning, Evan..

So I have a similar question just about next year's capital spend. I know you had talked before in the past about maybe doing some EAF work at some of the other facilities outside of Fairfield, and I'm wondering – some of these furnaces and some of the equipment that you have is a little bit older at some of the other plants.

Is something that you're evaluating now, some sort of an EAF solution that maybe would replace some of the older technology that you might have in place? Is that something that we could see for next year?.

Well, the analysis has been updated on a regular basis, and I would go back to when we started this, which led us to make the decision on the first EAF. It's just unfortunately that we faced this terrible energy market, and we were forced into a position of stalling it for a little bit. But the concept has not changed.

We continue to evaluate, where is it that the best investment can be made and we will certainly continue to pursue the opportunity to acquire more flexibility which the EAFs will certainly give us.

So we don't have, at this point, a final decision yet, but I guarantee you that the analysis is continuing and we'll bring it up to your attention as soon as we're comfortable with it..

Okay. And then, just maybe one follow-up on the Tubular business. It sounds like from the press release that you're not really expecting any sort of major turnaround there in the market in the near future.

Is there anything additional that you can do on top of what you've already done in the first quarter as far as minimizing the losses in that business while the market recovers?.

Yes. There is actually – the folks continue to prepare for what we think – we're planning for a very, very simple year equivalent to what we saw, maybe a little better than this year. And the analysis that we do incorporates another set of actions that we can take that will improve the cost position even more.

A lot of also what is being done has to do with preparing yourselves to come out of this a lot better, in a manner where our breakeven cost is going to be meaningfully lower.

And when you couple that with the fact that we today have a complete and full suite of products, which includes premium connections that can be utilized now in any environment, no matter how challenging it is out there, it should really give us a very different ability to operate in the market that we've never had before.

We just opened our first office in the Middle East, which expands our reach in terms of markets we never touched before. So I think when you look at the horizon, and whenever these markets return, we will certainly be much, much better positioned to operate in it in a manner that we've never been before..

Thank you. Next question is Chris Olin, Rosenblatt Securities. Please go ahead..

Hi, thank you for taking the call..

Good morning, Chris..

Hi, Chris..

Mario, could you just give us some thoughts on how you see the domestic market moving over the next couple of months? I mean there's been some talk about price is at a bottom, inventory is pretty low, are you feeling like the market could be turning here?.

I would have a lot of empathy with that statement you just made. We even see it pretty much in the same form. Inventories continue to contract. They are in a position better than they've been throughout the whole year. Certainly, we believe that prices have bottomed. As a matter fact, if you look around the world, the whole thing is turning.

It's not just an isolated event this time around, centralized only in North America. It really is the whole world has repositioned its fundamentals, and I think that that will be very positive for what we could see coming into the next couple of quarters.

Even raw materials are also following the same kind of pattern, and particularly, not only North America but Europe is probably seeing the best moment we've seen in quite a while. Raw materials are going up in Europe, but there is probably a better alignment throughout the whole value chain of value creation in that regard.

So I see a pretty strong momentum over there, the same way that we're expecting for here..

Interesting. And then, just as a quick follow-up, can you give us any preliminary thoughts on how your contracts could be resetting for 2017? I'll leave at that..

Well, as you know, we're in the middle of all sorts of negotiations. The negotiations are going well.

And I would just offer that if you reflect on where we were, the fundamentals that we're dealing with at the end of last year when we were negotiating, we're certainly in a much better environment, a much more realistic and equitable environment today than we were last year. So we should be in a better place coming out of this..

Your next question is from Phil Gibbs, KeyBanc Capital Markets. Please go ahead..

Hey. Good morning, Mario. Thanks for all the color. I appreciate it..

Good morning, Phil..

I had a question on the maintenance CapEx and maintenance spending within U.S. Flat-Rolled. I know it was asked a couple of different ways. But can you just help clue us in on 2016 where you are at right now with those levels and what 2017 or maybe a more normalized level looks like for you? I think everybody is trying to figure this out..

Yeah. Dan has been working with the folks to get – we're in planning phase right now. But if you look at some of the levels of operations that we've had this year compared to history, we certainly have a much more streamlined footprint, which changes the nature in which – how much money you've spent.

But as we learn more about the opportunities that we have to continue to improve faster, we're going to be allocating – now, we do have a much better comfortable position to go address it in a better and faster manner, which will certainly increase pro rata what we've been doing before.

And Dan is going to be in a position to provide a little more clarity on that as we go forward..

And Phil, I'd just say that we did say we're going to spend more in 4Q to accelerate the improvements in the facilities. That will bring us year-over-year pretty consistent with last year. And to Mario's point, we have a lot less facilities than we did last year.

So I think if you think about maintenance actually on a per ton of capacity that's running, we're actually spending more on our facilities this year than we did last year. So I think we're doing a pretty good job of addressing some challenges. We're not cutting back. We're getting things done a little bit faster now..

Dan, you're talking about maintenance CapEx or maintenance operational expense?.

Maintenance operational expense..

Okay..

Good. The CapEx, that takes a little bit longer to get to the projects completed, planned and approved. So we'll certainly be including that, as I said, in our next year's guidance. You should expect that we'll be able to give you some better color on the maintenance and CapEx spending that's related to the improvements in the facilities..

Okay. I also wanted to ask a question on U.S. Steel Canada. It looks like you have some opportunities to sell pellets next year assuming this deal closes pretty soon.

Question is on third-party pellet sales this year and what room you may be able to have to enhance that opportunity over and above the sales to Bedrock?.

The opportunity is still there, Phil. We're very flexible in that regard. It's not something that has been an overhanging issue for us.

As a matter of fact, we've had some pretty good investments made in the past quarter up there in a couple of our facilities, and we should step up the level of performance, which gives us pretty good comfort that whatever deals that are available that if we take them, that they'd be of value creating nature for us. So we're flexible in that..

And then, any clarity on what you're selling this year in terms of third-party pellet sales?.

We had some spot sales to one of our competitors during the year when they split with their former supplier who's – and then we've done some spots outside the country, but at the global prices, that's not a big opportunity for us. So as I said there's not a big spot market in the U.S.

Our ability to get some contract business with Bedrock is certainly a good thing for us. As Mario said, we do have good capacity out there to do that, and then, probably do a little bit more if we had the opportunity..

All right. Thanks so much..

Next question is from the line of Timna Tanners, Bank of America Merrill Lynch. Please go ahead..

Yeah. Hey, good morning, guys..

Good morning, Timna..

So I read in one of your documents that you weren't going to be giving a lot of color on met coal negotiations, so I completely respect that.

It does seem that some of them are ongoing, but would it be possible for you to give us a little bit of color on how you're managing the situation in Europe and also, maybe give us a proportion of business that's still being negotiated versus those that are in longer-term contracts?.

Well, I guess, Timna, Europe, it is a quarterly arrangement. So they'll see some impacts sooner than we would certainly would hear, but really, they're not in the seaborne market. It's a supply that's coming from mostly Poland and Czech Republic.

I think in Europe what we've seen is they – typically, over there, there's a better opportunity to pass through that cost to the customers. The cost push, cost pull pricing seems to work better there than it does here..

Yeah..

So I think we'll have some exposure, but I think we also maybe have some better potential offset, some increased cost with some increased prices.

Here, for now, we do have some of our tons priced, we probably don't want to go beyond that, because we are negotiating and we don't want it to impact our negotiations and we don't want to give you any misleading or partial information. We'll give you an update once we're settled on the January call as we usually do..

Okay. I appreciate that. You made some comments when you're discussing some of the balance sheet fixes that you're evaluating all options to improve your position.

So I just wanted to clarify whether that meant that you would consider issuing any more equity or what you are referring to there?.

When we referenced the value enhancing opportunities that was more – now we're in a better position to invest in our company and our facilities..

Okay. So along those same lines, you made comments about further growth investments.

Are there any things that you could point to? I know maybe there's a good chance to talk about some of the value-add investments you're making in high-strength steels or are you referring to something else?.

It's really the high-strength steels on the automotive side. There has been pretty good clarification on the areas that we are going to invest on packaging.

And those two areas alone will provide for an opportunity that we can extrapolate to some of the other businesses that we do, but the two core ones right now really are centered in automotive and package..

Okay, got it. Thank you..

Sure..

Our next question is from the line of Matthew Korn, Barclays. Please go ahead..

Hi, good morning, everybody..

Good morning, Matthew..

Good morning..

Again, I want to thank you all for all the information, all the packages you put together. Again, it's very, very useful..

Thank you..

I do would like to ask, I mean you talked a little bit in your materials in the Section 337 case, and I want to take a little deeper there, if I could. Could you tell me, we've seen how those entities that don't participate in the previous trade case discovery phases are most often hit with the heaviest adjusted rates.

Is there any parallel here, so – meaning that when you point out these 20 Chinese producers and distributors, can we expect these will be likely blocked? I'm just trying to discern how to think about the potential outcomes in the case where you're really not talking about degrees of penalties, it's much more of a binary result?.

Yeah, I think you referred to it correctly. Trade cases, the outcomes of trade cases normally are a penalty, a premium that is imposed upon the company's countries and products.

The difference here is that the penalty is the different one, which is blocking the – those folks from being able to participate in this market for quite a long period of time. And it's basically for all products. So that is a fundamental difference between the two approaches..

Okay. Let me follow-up then on this, a previous question on high-strength steel. You talked some about some of the movements you've moved there.

Where are we in terms of how close we are to commercial introduction of the Generation 3? What's the timeframe of executing on this new finishing line design? And how soon do you think you'd be able to come to market with products in size and when you think about the volume and margin opportunity there, how would you scope that out over the first couple of years?.

So we are ready, Matthew. That's something that is already being offered to the market as we speak. We're out there already. Many of our customers have samples that they're processing and we're ready..

Got it. Thanks folks..

Thank you..

Next question is from the line of Gordon Johnson, Axiom Capital Management. Please go ahead..

Thanks for taking my question..

Good morning, Gordon..

Good morning, Gordon..

Hey. Good morning, guys. Hey, Mario, I was just thinking about, I guess, the trade case focused on Vietnam. I guess there is a precedent where I think part of the trade case is deciphering whether there is a significant change in going from hot-rolled to cold-rolled or galvanized.

And I think that there was a precedent the Section 201 safeguard petition in 2002 as well as the voluntary restraint agreements of the 1980s that show that galvanized is classified as a substantially transformed product. So can you comment on that dynamic of this most recent potential trade case? And then I have a follow-up..

Hey, Gordon. This is Dan. Actually, this is pretty complex of – in our Q&A document we posted, we actually provided a link to the DOC site where you can see our filing. So I think if you read the filing, it's a pretty long discussion about the reasons for it. So I think that's probably the best thing is it's too hard to cover on the fly.

But we gave you the access to the documents there. It describes our rationale and what we're pointing to as why this case makes sense..

There is a summary there, Gordon, that you can use. It's only about 75 pages, so you can get through it..

Okay. And then, just as a follow-up, if I look at what the Q4 implied adjusted EBITDA guidance is and I annualize it, it's about $704 million.

And if I apply that to 2017, and maybe you guys aren't ready to give comments on 2017, but maybe just anecdotally, is that the right way to think about 2017? And, if so, does that assume that, I guess, the coking coal prices are negotiated down? Thanks for the question..

I guess, Gordon, I'd say 4Q probably isn't a representative quarter, because we are still going to have some issues to cover with additional maintenance on the facilities, some planned outages and downtime.

So I would say that just, I guess, maybe from a volume perspective, 2Q is a more representative number for what we should be shipping on a regular basis. So 4Q shipments will probably be lower than you'd expect and maintenance will be higher than you'd expect ongoing. So I don't know that 4Q would be a good quarter to annualize.

We'll probably have some price upside from contracts, we'll probably have some price downside from coal, we'll have to see how that balances out..

Okay. And then, I guess, one last one actually, with respect to the auto negotiations, the SAAR data came out yesterday, down year-over-year again.

Can you update us on how those negotiations are going, if possible?.

They're going well as far as I'm concerned. I mean very good discussions. We believe that the markets are still going to be very healthy next year. People talk about nuances here and there and we've reached peak, whatever. It's a pretty good market out there, and I don't see this declining in a way that can be impactful. So we're looking forward to it..

Thank you. Next question is Arjun Chandar, JPMorgan. Please go ahead..

Hi, good morning. Thank you..

Good morning..

Good morning..

You've taken several steps towards de-risking your balance sheet this year, but in light of current steel price volatility and the operational challenges you mentioned in the call, what are your thoughts about using existing liquidity and cash in order to repay even more debt versus investing in your company and facilities?.

Well, I'd say we've been pretty optimistic. We did buy some debt back this past quarter at a slight discount, but I think we really wanted to increase our cash liquidity, because we want to move forward faster on investing in the company, that would be our priority.

I think when you look at our balance sheet, our net debt, we're in a pretty strong position now, but I think we're more focused on where we can invest to improve our performance, consistency, create value, drive higher earnings..

Great, thank you..

Next question is from the line of Seth Rosenfeld, Jefferies. Please go ahead..

Good morning. Thanks for taking my question..

Good morning, Seth..

I've a couple of questions on your European business, please, which seemed to perform quite well in the past quarter. On the volume front, you seemed to see much lower than normal seasonality in the third quarter.

Can you talk a little bit about where you see European demand across the region and perhaps, looking forward, how you'd respond to that given the already very high utilization rates at your European facility? And then, also, in your release, you commented about the high level of import pressure, especially for tin plate.

Can you give us a little bit of a sense of to what extent you've seen success in recent trade cases in Europe for cold-rolled coil and, potentially, the case for a new trade case in coated products as well? Thank you..

Seth, the environment over there, certainly, has continued to strengthen in general. We've been operating in a very efficient manner. Carnegie Way improvements continue to occur and combined with the fact that we've been moving more towards more sophisticated products, that should bode well as we culminate this year and get into next year.

As a matter of fact, we are right in the middle of commissioning a new pickle line, which will help significantly the shift towards more interesting products. So on the trade cases, they were sort of – Europe was sort of late.

The efforts that we were putting in this concept of addressing on fair trade here in the United States, we were doing the very same thing over there at the same time. And it seems like it took progress here in the U.S.

to begin to be more visible and it certainly helped then the Europeans see that the damage over there was equivalent to what was happening here. So finally, it began to take hold coming into the second quarter. And I think that there is much more robust intensity in the way in which people are looking at that.

So some of the trade cases were – they actually moved a lot quicker in Europe than they did here. And the potential for more is certainly higher now than it has been in the recent past. So the focus is there, the affair is (30:24) working very effectively now with the EU.

So if things continue to go in this direction, we should see an even better environment going forward..

Great, thank you. And if I could ask one quick follow-up question, you mentioned the Carnegie Way savings benefiting your European operations.

More generally speaking, in terms of the Carnegie Way program, it seems as though the last quarter – last several quarters have seen a bit of a deceleration in the incremental Carnegie Way savings being identified.

Can you speak a little bit about the outlook for the savings measures? Is there a lot more to come into 2017 or given the strong track record you've already had, should we expect the incremental impact to begin to tail off? Thank you..

Well, we've had a quarter where some of the efforts had to be diverted a little bit to make sure we addressed the unforeseen challenges that came our way. But in spite of that, we still – I think we ended the quarter with more than 300 new initiatives being completed.

And I think going into the next quarter, there are probably another 500 slated to be pursued. So in the pipeline it's even much greater than that. So I wouldn't focus so much on the actual dollars that you saw coming out of this quarter. I think there is more to come.

Eventually, these things will begin to taper off, as we get closer to the point of – that we can achieve an incredibly higher level of competitive base from a cost perspective and that is the ultimate goal of what we're relentlessly pursuing. On the other hand, the Carnegie Way also encompasses very significant levels of improvement.

On the overall value chain, you look at the amount of cash that we've been able to generate both from operations as well as the value chain and the logistics side of things. We're talking here about some different types of innovations and we just mentioned a couple of them here on packaging and automotive.

So this whole context is what the Carnegie Way encompasses. It's not just the cost and I think we're going to continue to show interesting results in both fronts..

Thank you. Next question is from the line of Jorge Beristain, Deutsche Bank. Please go ahead..

Hey, good morning, Mario and Dan. It's Jorge..

Good morning, Jorge..

Good morning, Jorge..

Good morning, guys. Hey, just maybe one of the last questions that could possibly be left is if you could just comment on the U.S. Steel Canada restructuring. It looks like you'll be getting a $126 million against the $2.2 billion claim you had against a subsidiary.

Is that within the realm of expectation of what you were looking for, and could you just comment would there be any accounting offsets against what you may have already pre-reserved for that?.

Actually, that is the recovery of our secured claims plus interest that's accrued on that. Actually, on our books, we actually reserved slightly below that. We reserved about $60 million. So when we collect that money, we will have a reversal of some of that reserve, but we think it's good. We think the momentum on the transaction is moving well.

So hopefully, we'll get to a resolution sooner. It'd be nice to have it by year-end. We'll see how that plays out, but I think, right now, the process is going well. I saw some favorable input from the Finance Ministry up there. They are very encouraged by the progress of our agreement with Bedrock. So like I said, we're going to keep pushing forward.

We want to collect our money and we want to start selling these guys pellets..

Yeah. I think Dan mentioned it Jorge, the momentum is really intense right now. It's really a good one..

Okay. Well, great. It looks like there's a little upside there relative to book. And then, just a second question Mario for you, big picture, obviously, we're seeing what could prove to be a very massive spike in met coal settlements for 2017. And you guys have been facing a lot of volatility on HRC.

So I'm just wondering is there going to be any ultimate effect that you believe on the structure of steel contracts for the OEMs, particularly in auto, could you see a model maybe moving over toward more like of a cost-plus type formula where they can absorb the spikes in met coal or maybe moving to a kind of quarterly reset system, if you could just maybe comment if we could see the U.S.

ultimately moving over to more of a flexible pricing system instead of these annual, once a year negotiations?.

Well, that's a great question and this is part of the equation that some of our folks are out there conversing with the customers. And these things are very fluid and very complex. So at this point, we don't really have a lot more clarity to give you, Jorge. We'll let you know once we get through this, we'll let you know in more detail..

And we do have with our customers a mix. Some customers have some of their tons annual and some quarterly. So there are some quarterly – there are in that area of our business already..

Yeah, I get... (35:33).

Thank you. Next question is Matthew Fields, Bank of America. Please go ahead..

Hey, guys. Just wanted to ask a bigger picture question, and then, sort of a more specific one. We started the year at zero EBITDA guidance. We went all the way up to $850 million and now we're at $475 million. So obviously, you guys more than anybody are aware of the volatility and earnings potential of your business model.

Do you feel that you're at an appropriate level of debt given that volatility or do you think it sort of needs to come down?.

Well, we keep watching it, I mean if you remember where we were last year and look at where we are right now, it's all – it's not a one reference point the guidance in the way in which we look at things. So I think we're very comfortable right now. If you look at our profile, it's much, much better.

It gives us a lot more flexibility to entertain the different options that are given to us so that we can apply resources in a manner that minimizes our exposure, for lack of a better word, to the volatile environment, which I don't think it will change in the foreseeable future.

But based on what we're doing, our expectation is that we are going to be in a position that we're less exposed to the volatility that we've seen..

Okay. And then, sort of just a little bit more of an odd one. I saw the filing today that you're amending your bylaws to allow a stockholder with 3% interest over three years to nominate I guess, 20% of directors.

Is that a result of a specific shareholder making noise or can you give us some clarity about the change there?.

Not at all. It's just something as we analyzed everything and how the world evolves around is we saw that it's a trend and we have really no concern, we have great interactions with them. And I think it's just a normal next step into the way in which we play around... (37:44)..

Hey, it's really just governance best practice that's out there right now..

Thank you. Next question is from Charles Bradford, Bradford Research. Please go ahead..

Good morning..

Good morning, Charles..

Given the dumping duties and countervailing duties against Korea, is POSCO or has POSCO stopped dipping the UPI?.

Actually, yes, they have. As a matter of fact, we just got recently some request from them. And we are supplying some of the material from here to them..

Are there added cost to UPI if you supply all that material instead of them?.

UPI operates independently, Chuck. They have the freedom to choose to have their supply from anywhere. And I think this is part of what we strive to have overall, which is the free market, fair market, based on the rule of law where everybody participates in a way where proper competitive environment exists.

It's the theme that we keep banging on all the time. We need to have a level playing field and, in that regard, UPI should have the freedom to operate any way they want from a supply perspective..

Does POSCO have any claim to eliminate the partnership now that they're no longer supplying hot bands to UPI?.

That's not something that we would comment on at all, Chuck. We've had a partnership for a long time, and we have a solid relationship with them and there is nothing there that we can comment on..

Thank you. Next question is from John Tumazos. Please go ahead..

Thank you.

How much would domestic industry-wide shipments have to rise for Granite City, Illinois to restart?.

Well, the industry is running in the low 70% of capacity utilization. So you can go back and see where is it that proper balance could be established, but certainly not at this level. And as far as we are concerned, we have plenty of flexibility on our melt side. So it's not that we have to get back and bring it back on.

We will bring it back on when we see that there is a better and much more stable market that requires that kind of capacity that can be brought back online without providing an enormous amount of disruption in a way that we need – we talk about volatility all the time.

We will try to make sure that what we do is in response to a stable market, better positioned to absorb capacity rather than create more disturbance without the capacity, without the consumption being readily available..

Thank you..

Thank you. Next question is from the line of Alex Hacking, CIGI (sic) [Citi]. Go ahead..

Hi. Good morning..

Good morning, Al..

Good morning, Al..

I just wanted to follow up quickly on the agreement to supply pellets to Canada. What's the approximate annual tonnage on that agreement? And how would the pricing be set? Is it fixed price, linked to IODEX, linked to steel prices? Thanks..

Yeah. Well, it's for their requirements. So it will be based on how much steel they make. Lake Erie running full I guess would be maybe close to 3 million tons if they actually ran full, but nobody is running full at this point in the cycle. We're negotiating with these guys. It's going to be market-based.

I mean we're in a business to make money, so it's going to be a market-based agreement..

Thank you..

Next question is from the line of Tony Rizzuto, Cowen and Company. Please go ahead..

Thanks a lot for taking my follow-up. I just wanted to speak a little bit about U.S.

Steel Europe, and the price realizations were lower than what we expected in the quarter, given that a high percentage are spot related, should we expect a meaningful sequential improvement, or is that more of a 2017 impact do you think? And I'm asking because the comments earlier in what we see happening in met coal, it looks like there's going to be a pretty big jump sequentially in your met coal costs, and I'm wondering if you think that the price realizations will be able to offset that jump in raw material costs..

Well, I think you're seeing price increases still flowing through over there. The announcements keep on coming. So I think also we have the potential for better mix, some mix improvement from getting this pickle line commissioned and running.

So we probably see some benefit there, but I think still you're seeing price increases still being announced in Europe..

And when you mentioned before about that you source the met coal there from Poland and the Czech Republic, is there kind of a benchmark that we should think about, in addition to the seaborne benchmark, where we have an idea where that's going, is there kind of a rule of thumb that we should think about as kind of maybe a discount to that quarterly benchmark system?.

Tony, offhand I don't know. I haven't done that analysis, so I don't want to guess at it. But directionally, it moves with the seaborne. I think you can assume that that's going to happen, but I don't think I have a good answer for you on how much correlation there is..

Okay. And then, a quickie, could you tell us what was the cost of your iron ore that flowed through the P&L at U.S.

Steel Europe in 3Q?.

No. We don't disclose that..

Thank you. Next question is from the line of Sean Wondrack, Deutsche Bank. Please go ahead..

Hi, there. Thank you for taking my question..

Good morning, Sean..

Just to go back one more time to the coking coal question, you talked about that you basically settled some contracts, some are still up for negotiation.

Can you talk about like what inning we're in or what percentage has been established yet?.

No, we think that's a competitive fact that we need to keep to ourselves while we're negotiating. What we said in the Q&A document is as far as we're going to go..

Okay. Fair enough. Thank you. And then, back, just as a follow-up I think, you were asked a question before about your absolute level of debt. You guys have about $3 billion of liquidity now against about $3.1 billion of debt. But if you look at the credit markets, they're pretty tight right now. You have interest rate increases coming.

Your business appears to be stabilizing here to some degree.

Wouldn't you think it would make sense to start peeling away some of these maturities or buying back some bonds as opposed to leaving the $3.1 billion outstanding? I mean that's a way to reduce cost as well, right?.

Actually, we've been doing some of that on a very careful manner, but we've been doing some of that already..

Yeah. We have been making more purchases. We can continue to do that. So we don't disagree that if we see good opportunity to deleverage some at the right price, we'd do that..

Thank you. Next question is from Phil Gibbs, KeyBanc Capital Markets. Please go ahead..

Thanks for taking my follow-up. I appreciate it. Mario, sorry to go back to this maintenance piece of the third quarter but my question is relative to the second quarter, were the unplanned outages a bigger hit to loss to volume or was it a bigger hit to increase to repair and maintenance cost? So I'm just trying to gauge the level of impact..

It's mainly volume, Phil..

Okay..

Yeah. The volume from the incremental margin, I mean production and efficiencies will be bigger. Maintenance was up quarter-over-quarter, but not as big an impact as the volume and the operating efficiency..

Okay. So the volume, the operational efficiency was the bigger bucket than the repair and maintenance piece, and you're....

Yeah, for sure..

Yeah. Phil, as Mario pointed out, we didn't have any big catastrophic event. We had disruptions along the way that we had to address and we're going to get after them in the fourth quarter to make some better improvements to the facilities..

Okay. And then, lastly, the Bedrock transaction, there was $126 million and cash was already stipulated here and you'd reserved for something lower, so you're receiving something a little bit higher than that.

Is that, call it, reversal to your favor going to positively impact your income statement in the fourth quarter? And is that included in your guidance?.

That would not be in those numbers, because we have no idea when that's going to close.

And remember, when we talk about adjusted EBITDA, a one-timer like that wouldn't be considered in that adjusted EBITDA number, that's something that we would adjust out – even though it's positive, we adjust out the positives and negatives that we think are occurring..

Thanks so much, guys. Appreciate it..

Sure..

Thank you. No further questions in queue. Please go ahead, sir..

Well, I really want to thank you before I sign off for speaking with us today. Hopefully, we provided you with some additional clarity on things that are important to what you do. But I want to acknowledge and thank our employees.

They have faced so many challenges over the past couple of years and they have taken on these challenges and really deliver tremendous improvements to our business model. They have done so without compromising our core value of safety, which remains a foundation of the Carnegie Way.

We started this journey with leading safety performance and the Carnegie Way now is demonstrating that we can continue to improve that journey again. We still have challenges, we have more work to do, but we're recognizing that we're making progress.

We have a dedicated and talented employee team that will continue to be the driving force behind the Carnegie Way transformation. Thanks again for joining us today. Take care and till the next one..

Thank you. Ladies and gentlemen, that does conclude your conference. We do thank you for joining while using the AT&T Executive Teleconference. You may now disconnect. Have a good day..