Summary of the purposes of the Monitor s Reports in USSC s CCAA proceedings.

Transcription

1 Summary of the purposes of the s Reports in USSC s CCAA proceedings. On September 16, 2014, U. S. Steel Canada Inc. ( USSC ) commenced court-supervised restructuring proceedings under the Companies Creditors Arrangement Act (the CCAA ). Ernst & Young Inc. ( EY ) has been appointed by the court as monitor in USSC s CCAA proceedings ( ) pursuant to the Order of the Ontario Superior Court of Justice (Commercial List) (the Court ) made on September 16, 2014 (the Initial Order ). Copies of the Initial Order and other orders issued in the CCAA, along with the s Reports have been posted on the s website at: The following table summarizes the stated purpose of each of the s reports in respect of this restructuring: Report Date Purpose 000. Pre-Filing The purpose of this report is to provide information to the Court on: (a) EY s qualifications to act as ; (b) Background information with respect to USSC; (c) An overview of arrangements and policies in place with USSC s parent company, United States Steel Corporation and certain of its U.S. affiliates (collectively, USS ) to provide certain operational and administrative services to USSC; (d) EY s proposed procedures to be implemented with respect to the oversight of the operational and administrative services provided by USS to USSC; (e) The Court ordered charges sought by USSC in the Proposed Initial Order; and (f) Certain observations regarding the Proposed Initial Order and certain other matters First Report of the The purpose of this report ("First Report") is to provide information to the Court on: (a) Notices provided to USSC's stakeholders since the date of the Initial Order; (b) USSC's operations and communications with stakeholders since the date of the Initial Order; (c) The receipts and disbursements of USSC from September 13, 2014 through September 26, 2014 (the "Reporting Period"); (d) USSC's revised cash flow forecast through January 30, 2015; Page 1

2 002. Second (e) The Applicant's motion to seek approval for debtor in possession ("DIP") financing; (f) The Applicant's motion to: i. appoint certain active and retired salaried employees as representatives of the Non-USW Active and Retired Beneficiaries and to appoint Koskie Minsky LLP as representative counsel in the CCAA proceedings; ii. seek approval of a key employee retention plan (the "KERP"); and iii. extend the Stay Period until January 23, 2015; (g) The 's recommendations in respect of certain of the items above The purpose of the report (the Second Report ) is to: (a) provide information to the Court on the Applicant s request for an Order (the Claims Process Order ), among other things, approving the process whereby the Applicant, with the assistance of the, will call for certain claims of its creditors and establish a bar date by which such claims must filed; (b) report on the Applicant s progress in developing a claims quantification process with respect to pension and OPEB liabilities which will be subject to a future motion; (c) provide an update on USSC s post-filing steel production levels; (d) provide an update of Salaried Active and Retiree Beneficiaries who have opted out of representation by Koskie Minsky LLP as representative counsel; and (e) report on the s letter to the Service List with respect to the settlement agreement dated December 8, 2011 among United States Steel Corporation ( USS ), USSC and Industry Canada (the Settlement Agreement ). Page 2

3 003. Third 004. Fourth 005. Fifth 006. Sixth The purpose of this report (the Third Report ) is to: (a) provide information to the Court on the Applicant s motion for an order (the Preliminary Pension and OPEB Claim Quantification Process Order ), approving a preliminary pension and other post-employment benefit ( OPEBs ) claims quantification process; (b) provide the Court with a summary of notices that have been sent by the in respect of USSC s general claims process; and (c) provide the Court with a summary of the proposed changes to the service protocol that was included as part of the Initial Order in these CCCAA proceedings The purpose of this report (the Fourth Report ) is to provide the Court with a summary of a proposed conversion agreement (the Coke Conversion Agreement ) whereby the Applicant will convert coal into coke for the Applicant s parent, the United States Steel Corporation ( USS ) at the Applicant s coke oven located in Hamilton. This would enable USSC to restart the idled coke battery in Hamilton, which would, among things, result in approximately 77 employees being called back to work from temporary layoff and provide substantial economic benefits to the Applicant's business The purpose of this report (the Fifth Report ) is to: (a) provide an update on the Applicant s actual cash flows from September 27, 2014 through November 21, 2014 (the Reporting Period ) and the updated cash flow forecast (the Revised Forecast ) from November 22, 2014 through January 30, 2015 (the Forecast Period ); and (b) report to the Court regarding an extension to certain deadlines in respect of the Applicant s proposed sales and restructuring process The purpose of this report (the Sixth Report ) is to: (a) provide an update on the Applicant s actual cash flows from November 22, 2014 through January 2, 2015 (the Reporting Period ) and the updated cash flow forecast (the Revised Forecast ) from January 3, 2015 through May 15, 2015 (the Forecast Period ); (b) report to the Court in respect of USSC s financial results for the months of November and December, 2014; (c) provide a summary of claims received by the by 5:00pm (Toronto time) on December 22, 2014 (the Claims Bar Date ) pursuant to an order of the Court Page 3

4 007. Seventh 007. Supplemental Seventh 007. Second Supplemental Seventh dated November 13, 2014 (the General Claims Process Order ); (d) update the Court on the process to quantify USSC s liabilities on a preliminary basis with respect to certain pension and other post-employment benefit ( OPEB ) plans (the Preliminary Pension and OPEB Quantification Process ); (e) report to the Court regarding an extension to certain deadlines in respect of the Applicant s proposed sales and restructuring process (the SARP ); (f) update the Court on a process commenced by USSC to solicit expressions of interest in the possible acquisition of the land owned by USSC in Hamilton, Ontario, where Hamilton Works is located; (g) provide the Court with an update on a request from a USSC stakeholder for information in respect of certain undertakings made to Industry Canada; (h) comment on the Applicant s request to add one additional individual to its key employee retention plan (the KERP ); and (i) provide observations and recommendations in respect of the Applicant s request to extend the Stay Period to May 15, The purpose of this report (the Seventh Report ) is to provide a report to the Court detailing the s review of certain claims filed by United States Steel Corporation ( USS ), U.S. Steel Holdings Inc. ( USS Holdings ), U.S. Steel Canada Limited Partnership ( Canada LP ), and other affiliates of USS (other than USSC and any of USSC s subsidiaries) (all such claims, collectively, the USS Claims ) pursuant to an Order of this Court dated November 13, 2014 (the General Claims Process Order ) which established a Claims Process (as defined in the General Claims Process Order) for USSC to identify, determine and resolve certain Claims (as defined in the General Claims Process Order) of its creditors The purpose of this report (the Supplemental Seventh Report ) is to provide to the Court regarding amendments to the USS Claims filed since the Seventh dated March 9, 2015 (the Seventh Report ) The purpose of this report (the Second Supplemental Seventh Report ) is to provide to the Court regarding the Page 4

5 007. Third Supplemental Seventh 008. Eighth s views on certain matters relating to timing of the determination of the USS Claims and the timing of the SARP: (a) The Seventh Report detailed the s review of certain claims filed by United States Steel Corporation ( USS ), U.S. Steel Holdings Inc. ( USS Holdings ), U.S. Steel Canada Limited Partnership ( Canada LP ), and other affiliates of USS (other than USSC and any of USSC s subsidiaries) (all such claims, collectively, the USS Claims ) pursuant to an Order of this Court dated November 13, 2014 (the General Claims Process Order ) which established a Claims Process (as defined in the General Claims Process Order) for USSC to identify, determine and resolve certain Claims (as defined in the General Claims Process Order) of its creditors; (b) Subsequent to the Seventh Report, as the result of ongoing account reconciliation of the pre-filing trade activity between USS and USSC for the supply of goods and services, amendments were made by USS to three of the USS Claims. The s review of the amendments to the USS Claims is detailed in the Supplemental Seventh dated April 29, 2015 (the First Supplemental Seventh Report ) The purpose of this Third Supplemental Seventh Report is to provide a report to the Court regarding the s review of additional detail and documents provided by USS for certain transactions described in the Seventh dated March 9, 2015 (the Seventh Report ), occurring between October 29, 2007 (the Acquisition Date ) and December 31, 2007 (the Amalgamation Date ) between certain preamalgamated USSC entities and certain USS subsidiaries, in connection with the USS Claims The purpose of this report (the Eighth Report ) is to provide an update to the Court in respect of the following items: (a) A summary of USSC s proposed sale and recapitalization/restructuring process (the SARP ), as well as a summary of the four limited objections received in respect of the proposed SARP by certain stakeholders; (b) The s recommendations with respect to the SARP; (c) USSC s actual cash flows from January 3, 2015 to March 13, 2015 (the Reporting Period ); Page 5

6 009. Ninth 010. Tenth 011. Eleventh (d) USSC s revised cash flow forecast (the Revised Forecast ) from March 14, 2015 through June 12, 2015 ( the Forecast Period ); (e) USSC s financial results (on an accounting basis) for the months of January and February, 2015; and (f) A summary of the s review of intercompany transactions as detailed in EY s report dated September 16, 2014 (the Proposed ) The purpose of this report (the Ninth Report ) is to provide an update to the Court in respect of the following items: (a) USSC s actual cash flows from March 15, 2015 to April 24, 2015 (the Reporting Period ); (b) USSC s revised cash flow forecast (the Revised Forecast ) from April 25, 2015 through September 11, 2015 ( the Forecast Period ); (c) USSC s financial results (on an accounting basis) for the month of March, 2015; (d) The process to quantify USSC s liabilities on a preliminary basis with respect to certain pension and other post-employment benefit ( OPEB ) plans (the Preliminary Pension and OPEB Quantification Process ); (e) A summary of the progress in the sale and restructuring/recapitalization process (the SARP ) and (f) The s recommendations in respect of USSC s request to extend the Stay Period to September 11, The purpose of this report (the Tenth Report ) is to provide an update to the Court in respect of the outcome of Phase 1 of the SARP and the Applicant s anticipated next steps in connection with the SARP The purpose of this report (the Eleventh Report ) is to provide an update to the Court in respect of the following items: (a) USSC s financial results for the months of April, May and June, 2015; (b) Actual cash receipts and disbursements of USSC from April 25, 2015 to July 3, 2015 (the Reporting Period ); (c) USSC s updated forecast (the Revised Forecast ) from July 4, 2015 through September 11, 2015 (the Forecast Period ); (d) An extension of the Phase 2 Bid Deadline as contemplated in USSC s sale and Page 6

7 restructuring/recapitalization process (the SARP ) to July 24, 2015; (e) The Applicant s motion to seek approval for a new debtor-in-possession credit facility (the Replacement DIP Facility ) to be provided by Brookfield Capital Partners Ltd. ( Brookfield or the Replacement DIP Lender ); and (f) The s recommendation in respect of the Replacement DIP Facility. 012 Twelfth 012. Supplemental Twelfth The purpose of this report (the Twelfth Report ) is to provide an update to the Court in respect of the following: (a) a planned production reallocation by USS to its U.S.- based facilities of certain of USSC s Hamilton automotive sector steel production (and the related hot roll steel production at Lake Erie Works) which the has been advised by USS is expected to take effect for customer shipments in early October, 2015 and the estimated impact of this reallocation on the financial and operational performance of USSC; (b) a motion currently before the Court in respect of a request to pay lump sum entitlements to three past employees of USSC; (c) the status of the payment and related arrangements contemplated by the Replacement DIP Facility Order; (d) USSC s actual cash receipts and disbursements from July 4, 2015 through August 21, 2015 (the Reporting Period ); (e) USSC s revised cash flow forecast (the Revised Forecast ) from August 22, 2015 through December 11, 2015 (the Forecast Period ); (f) USSC s request to extend the Stay Period to December 10, 2015; and (g) The s conclusions and recommendations in respect of the items above This supplement to the Twelfth Report has been prepared at the direction of the Court to assist the Court and the major stakeholders involved in the Plant Loading Motions in understanding the process, timing and potential effect on the revenue and earnings of USSC of restoring to it the production that has been reallocated from USSC thus far pursuant to the Plant Loading Reallocation Decision, if the relief requested in the Standstill Motion were to be granted immediately as Page 7

8 opposed to one week later on September 29, 2015, the date scheduled for the hearing of the Plant Loading Motions. Subsequent to the being directed to prepare this Report, Representative Counsel agreed to adjourn the hearing of the Standstill Motion to the date scheduled for the hearing of the Plant Loading Motions. In adjourning the Standstill Motion, the Court endorsed the record at the request of Representative Counsel to note that the motion was adjourned on the basis that USS confirmed that no additional parts would begin production in the U.S. prior to October 1 and that the issue this supplement to the Twelfth Report. Accordingly, while the Standstill Motion has been adjourned, this supplement to the Twelfth Report is submitted in order to assist the Court and the parties in understanding certain issues related to the Plant Loading Reallocation Decision that were raised prior to the adjournment of the Standstill Motion. Specifically, the Court has directed the to consult with the appropriate persons at USSC and provide information regarding: (a) The process by which production which has been moved from USSC may be transferred back; (b) The amount of time it would take to transfer such production back to USSC; and (c) The extent to which it is meaningful (from a financial made on the Standstill Motion to be made on September 23, 2015, as opposed to the scheduled hearing date for the Plant Loading Motions of September 29, Thirteenth The purpose of this report (the Thirteenth Report ) is to provide an update to the Court in respect of the following: (a) (b) (c) (d) The status of USSC s sales and restructuring/ recapitalization process (the SARP ); An update with respect to the status of certain raw material supply contracts and the Coke Conversion Agreement between USSC and USS; An update with respect to information reviewed by the in connection with the Plant Loading Reallocation Decision; USSC s assessment of options with respect to future operating scenarios given the current status of the SARP and the failure so far of stakeholders to reach agreement on a consensual restructuring, as well as the Page 8

9 (e) (f) (g) (h) steps taken by United States Steel Corporation to transfer the production of certain orders to plants in the U.S. for the remainder of 2015 and USS approach to 2016 automotive contract negotiations; USSC s motion to implement the Independent Business Plan; USSC s request for Court approval of a revised DIP term sheet (the Amended and Restated DIP ) with the existing DIP lender, Brookfield Capital Partners Ltd. ( Brookfield ); The s observations in respect of certain of the relief sought in the motion filed by USS for approval to discontinue, effective December 10, 2015, providing intercompany administrative and operational services, which services were described in the report of EY dated September 16, 2014 (the USS A&O Services ). The motion filed by USS, in addition to seeking to discontinue those services after December 10, 2015, also seeks an order approving a contract negotiation protocol for the bidding for the production of supply of steel products for automotive OEM customers for In the alternative, USS seeks a declaration that USS has no obligation to sell products to OEM customers in respect of the 2016 calendar year and beyond that would require plant loading capacity and production at USSC plants and no obligation to load production at USSC s mills for automotive production for 2016 and beyond except on terms that USS and USSC may agree. The motion also seeks an order for USSC to provide certain financial guarantees to USS in respect of credit exposure of USS in providing goods or services to USSC until December 10, 2015; and The s conclusions and recommendations in respect of the items above. On September 15, 2015, the Court directed the principal stakeholders to attend a mediation by the Honourable Douglas Cunningham to address the feasibility of a comprehensive agreement with respect to the restructuring of USSC among the parties and related matters (the Mediation ). As of the time of preparation of this report, the Mediation (while adjourned) has not yet concluded. The Mediation is being conducted on a without prejudice and confidential basis. The has prepared this Thirteenth Report in respect of certain of the Page 9

10 motions currently before the Court and without consideration of the progress of matters being addressed in the Mediation Supplemental Thirteenth 014. Fourteenth 015. Fifteenth 016. Sixteenth This Supplemental Thirteenth Report has been prepared to provide an overview of the proposed USSC/USS Transition Arrangements and 2016 Automotive Contract Negotiating Protocol attached as Schedule A thereto, and the 's views in respect thereof The purpose of this Fourteenth Report is to: (a) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the months of July, August and September, 2015 (the Q3 ). The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); and (b) Provide actual receipts and disbursements for the period from August 22, 2015 through October 9, 2015 (the Reporting Period ) compared to the cash flow forecast in the Twelfth dated August 31, 2015 (the Twelfth Report ) The purpose of this Fifteenth Report is to provide details with respect to the relief sought by USSC in connection with a motion (the Credit Support Motion ) related to financial assurance to be provided to the Ontario Ministry of Environment and Climate Change (the MOECC ) and the Independent Electricity System Operator (the IESO ) The purpose of this Sixteenth Report is to: (a) Provide an update on the status of the implementation of the transition arrangements that were agreed between USSC and USS (the Transition Arrangements ), which the Court approved and directed USSC and USS to implement by Order dated October 9, 2015; Page 10

11 (g) (b) (c) Provide an update on the $3 million transition fund created by the Province of Ontario to assist USSC retirees to transition from the post-retirement benefits ( OPEBs ) previously provided by USSC; Provide an update concerning USSC s Independent Business Plan, including sales and marketing efforts and cost reduction initiatives; (d) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the month of October, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); (e) Provide actual receipts and disbursements for the period from October 10, 2015 through November 6, 2015 (the Reporting Period ) compared to the cash flow forecast in the Twelfth dated August 31, 2015 (the Twelfth Report ); (f) Provide an update with respect to USSC s forecast cash flows for the 13-week period ending February 5, 2016 (the Revised Forecast ) in connection with USSC s motion to extend the Stay Period to January 29, 2016; and Provide the s recommendations in respect of the extension of the Stay Period Seventeenth The purpose of this Seventeenth Report is to: (a) provide an update with respect to the proposed fund established by the Province of Ontario (the Province ) of $3 million to assist OPEB Beneficiaries in addressing critical health needs and helping OPEB Beneficiaries transition to available programs (the Transition Fund ); and (b) provide the s recommendations with respect to a proposed order being sought in respect of the Transition Fund, substantially in the form attached as Appendix A hereto (the Transition Fund Order ). Page 11

12 018. Eighteenth 019. Nineteenth The purpose of this Eighteenth Report is to: (a) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the month of November, The provision of such information is related to paragraph 73 of the Thirteenth Report of the dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); and (b) Provide actual receipts and disbursements for the period from November 6, 2015 through December 11, 2015 (the Reporting Period ) compared to the cash flow forecast in the Sixteenth dated November 30, 2015 (the Sixteenth Report ) The purpose of this report (the Nineteenth Report ) is to provide an update to the Court in respect of the following: (a) the actual receipts and disbursements for the period from December 12, 2015 through January 1, 2016 (the Reporting Period ) compared to the cash flow forecast in the Sixteenth dated November 30, 2015 (the Sixteenth Report ); (b) an update with respect to USSC s forecast cash flows for the seventeen week period ending April 29, 2016 (the Revised Forecast ) in connection with USSC s motion to extend the Stay Period to April 29, 2016; (c) the motion of the Representatives and the Representative Counsel to appoint and add William G. Missen and Timothy Huxley as Representatives; (d) an update with respect on the payments made by USS to USSC pursuant to the Transition Services Agreement; (e) the Applicant s motion to commence the sale and investment solicitation process (the SISP ); (f) an update with respect to the Amended and Restated Replacement DIP Term Sheet; (g) the Applicants motion to approve certain amendments to the CRO Engagement Letter; Page 12

13 (h) the Applicants motion to extend the Stay Period to April 29, 2016; and (i) the s conclusions and recommendations in respect of the items above Twentieth 021. Twenty- First Report of the 022. Twenty- Second The purpose of this report (the Twentieth Report ) is to provide an update to the Court in respect of the following: (a) USSC s request for Court approval of an extension of the Amended and Restated DIP Term Sheet with Brookfield Capital Partners Ltd.; and (b) The s conclusions and recommendations in respect of the items above The purposes of this Twenty-First Report is to: (a) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the month of December The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteen Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); and (b) Provide an update to the Court with respect to the sale and investment solicitation process The purpose of this Twenty-Second Report is to: (a) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the month of January, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); Page 13

14 (b) Provide an update to the Court with respect to the actual receipts and disbursements for the period from January 2, 2016 through March 4, 2016 (the Reporting Period ) compared to the cash flow forecast in the Nineteenth dated January 10, 2016 (the Nineteenth Report ); (c) Provide an update to the Court with respect to USSC s forecast cash flows for the eight week period ending April 29, 2016 (the Revised Forecast ); and (d) Provide an update to the Court with respect to the sale and investment solicitation process Twenty- Third Report of the The purpose of this Twenty-Third (the Twenty-Third Report ) is to: (a) Provide the Court with an update with respect to certain claims filed pursuant to an Order of this Court dated November 13, 2014 (the General Claims Process Order ); and (b) Provide information with respect to the s motion requesting an Order (the Claims Officer Order ) appointing Mr. Julian Polika, Q.C. as Claims Officer (as defined below) to determine the status and/or amount of each claim referred to the Claims Officer for adjudication by the Twenty- Fourth The purpose of this Twenty-Fourth Report is to: (a) Provide stakeholders with an overview of USSC s financial results (on an accounting basis) for the month of February, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report). Page 14

15 025. Twenty- Fifth Report of the The purpose of this Twenty-Fifth Report is to provide an update to the Court in respect of the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of March, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report). (b) an update with respect to the actual receipts and disbursements for the period from March 5, 2016 through April 8, 2016 (the Reporting Period ) compared to the cash flow forecast in the Twenty- Second dated March 11, 2016 (the Twenty-Second Report ); (c) an update with respect to USSC s forecast cash flows for the sixteen week period ending July 29, 2016 (the Revised Forecast ); (d) an update to the Court with respect to the sale and investment solicitation process; (e) the Applicants motion to extend the Stay Period to July 28, 2016; and (f) the s conclusions and recommendations in respect of the items above Twenty- Sixth Report of the The purpose of this Twenty-Sixth Report is to provide an update to the Court in respect of the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of April, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such Page 15

16 information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); and (g) an update to the Court with respect to the sale and investment solicitation process Twenty- Seventh 028. Twenty- Eighth Report of the The purpose of this Twenty-Seventh Report is to provide an update to the Court in respect of the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of May, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motion heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report) The purpose of this Twenty-Eighth Report is to provide information to the Court on the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of June, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); (b) an update with respect to the actual receipts and disbursements for the period from April 9, 2016 through July 8, 2016 (the Reporting Period ) compared to the cash flow forecast in the Twenty-Fifth dated April 22, 2016 (the Twenty-Fifth Report ); (c) an update with respect to USSC s forecast cash flows for the 21 week period ending December 2, 2016 (the Revised Forecast ); (d) an update with respect to the sale and investment solicitation process; Page 16

17 029. Twenty- Ninth Report of the 030. Thirtieth (e) The Applicant s motion to: i) Seek Court approval of an extension of the Amended and Restated Replacement DIP Term Sheet (as defined below) with Brookfield Capital Partners Ltd. ( Brookfield ); and ii) Extend the Stay Period to November 30, 2016; (f) an update with respect to the USS (defined below) intellectual property claims process; (g) an update with respect to the Transition Fund established by the Province of Ontario; and (h) the s conclusions and recommendations in respect of the items above The purpose of this Twenty-Ninth Report is to provide information to the Court on the following: (a) the Applicant s motion to seek approval of a second key employee retention plan (the KERP 2 Motion ) (b) an overview of USSC s financial position in relation to the motion (the OPEB Reinstatement Motion ) by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ( USW ) and the non- USW active and retired employees of USSC (the Representative Counsel ) to lift the suspension of the funding of post-employment benefit plans (the OPEB Plans, as defined in the Cash Conservation and Business Preservation Order) that the Court authorized USSC to suspend effective October 9, 2015 pursuant to the Cash Conservation and Business Preservation Order; (c) an update with respect to the Transition Fund established by the Province of Ontario (the Transition Fund ) to assist USSC s former salaried or unionized employees and their eligible spouses and beneficiaries in addressing their critical health needs; and (d) the s conclusions and recommendations in respect of the items above The purpose of this Thirtieth Report is to provide information to the Court on the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of July, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Page 17

18 Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); and (b) a letter to the dated September 2, 2016 (the USS Letter ), received from counsel for USS, regarding statements made concerning iron ore and coal purchases by USSC from USS in the Reply Affidavit filed by Mr. Paul Bishop sworn on August 16, 2016 (the Bishop Affidavit ) in connection with the motion by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the USW ) and the non-usw active and retired employees of USSC (the Representative Counsel ) to lift the suspension of the funding of post-employment benefit plans (the OPEB Reinstatement Motion ) Thirty- First Report of the The purpose of this Thirty-First Report is to provide information to the Court on the following: (a) an overview of USSC s financial results (on an accounting basis) for the month of August, The provision of such information is related to paragraph 73 of the Thirteenth dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); (b) an update with respect to the sale and investment solicitation process; and (c) a letter to the dated September 13, 2016 (the USW Letter ), received from counsel for the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the USW ), regarding statements made concerning iron ore and coal purchases by USSC in a letter to the from counsel for United States Steel Corporation ( USS ) dated September 2, 2016 (the USS Letter ). Page 18

19 032. Thirty- Second 033. Thirty- Third Report of the The purpose of this Thirty-Second Report is to provide information to the Court on the following: (a) an overview of USSC s financial results (on an accounting basis) for the months of September and October, The provision of such information is related to paragraph 73 of the Thirteenth Report of the dated October 2, 2015 (the Thirteenth Report ) wherein, as noted in paragraph 110 of the Reasons for Decision of Mr. Justice Wilton-Siegel in respect of the motions heard October 7 and 8, 2015, the indicated that such information would be provided on a monthly basis upon Court approval of the Amended and Restated DIP Facility (as described in the Thirteenth Report); (b) an update with respect to the actual receipts and disbursements for the period from July 9, 2016 through November 4, 2016 (the Reporting Period ) compared to the cash flow forecast in the Twenty- Eighth dated July 25, 2016 (the Twenty-Eighth Report ); (c) an update with respect to USSC s forecast cash flows for the 21 week period ending March 31, 2017 (the Revised Forecast ); (d) an update with respect to planned repairs to the blast furnace at Lake Erie; (e) an update with respect to the motions for leave to appeal sought by the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ( USW ) and the non-usw active and retired employees of USSC (the Representative Counsel ) from the OPEB Reinstatement motion (as defined later herein); and (f) an update with respect to the sale and investment solicitation process The purpose of this Thirty-Third Report is to provide information to the Court on the following: (a) an overview of the CCAA acquisition and plan sponsorship agreement dated as of December 9, 2016 (the PSA ) between USSC, Bedrock Industries Canada LLC (the Purchaser ) and Bedrock Industries L.P., a copy of which is included with the Applicant s motion material with respect to the PSA, Page 19

20 and the motion by USSC seeking an order (the Authorization Order ), among other things: (i) declaring that the Purchaser is the Successful Bidder under the SISP (as defined further below); deeming all other bids and proposals made by any other person (whether in accordance with the SISP or otherwise) to be rejected; terminating any entitlement of stakeholders (pursuant to the SISP or otherwise) to communicate with other potential bidders with respect to the acquisition of an interest in USSC or its assets; and prohibiting any such communication; (ii) authorizing USSC to enter into the PSA, nunc pro tunc with the Purchaser and Bedrock Industries L.P., and to pursue the restructuring of USSC with the Purchaser by way of the CCAA Plan (as defined later herein) and related Stakeholder Agreements (as defined later herein) contemplated by the PSA, provided that the Transaction (as defined later herein) and the CCAA Plan remain subject to approval by further order of the Court; (iii) approving the non-solicitation provision in Section 5.06 of the PSA and authorizing and directing USSC to comply with the terms thereof; (iv) approving the expense reimbursement provisions in Section 7.02(2) of the PSA and authorizing USSC to make such payments, as may be required to satisfy its obligations thereunder, in accordance with the terms of such provision; (v) authorizing USSC to enter into the support agreement dated as of December 9, 2016 with the Province of Ontario in respect of the PSA, (vi) nunc pro tunc; and ordering that the unredacted copy of the PSA and Province Support Agreement shall be sealed, kept confidential and not form part of the public record until further order of the Court; and (b) an update with respect to the to the Transition Fund established by the Province of Ontario (the Transition Fund ) to assist USSC former salaried and unionized employees and their eligible spouses and beneficiaries in addressing critical health needs. Page 20

21 034 Thirty- Fourth The purpose of this Thirty-Fourth Report is to provide information to the Court on the following: (a) an overview of the Applicant s motion to seek Court approval of an extension of the Amended and Restated Replacement DIP Term Sheet (as defined below) with Brookfield Capital Partners Ltd. ( Brookfield ); and (b) an overview of the Applicant s motion to seek Court approval to wind up the Non-Core Pension Plans (as defined later herein) in accordance with the Pension Benefits Act, R.S.O (Ontario). Page 21