February 6, 2024

VIA EDGAR TRANSMISSION

Mr. John Coleman

Mr. Craig Arakawa

Ms. Melissa Gilmore

Mr. Kevin Woody

Division of Corporation Finance

Office of Manufacturing
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4631

File No. 001-14732

Response to Staff Comment Letter Dated January 23, 2024

Dear Mr. Coleman, Mr. Arakawa, Ms. Gilmore and Mr. Woody:

Reference is made to the response comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) received by National Steel Company (Companhia Siderúrgica Nacional – CSN) (the “Company” or “CSN”) on January 23, 2024, regarding the Company’s response letter dated January 8, 2024, to the Staff comment letter dated December 7, 2023, with respect to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed on April 27, 2023 (the “2022 Form 20-F”). For your convenience, we have reproduced the Staff’s comments in italics and have provided responses immediately below.

The Company will improve its disclosure in accordance with the additional information provided herein in future filings.

SEC Comment No. 1

Item 4. Information on the Company – General, page 17

Please provide us with a draft of your SK 1300 mineral property disclosure that encompasses all of your proposed revisions. Based on your response we may have additional comment. Please note that summary disclosure should include all mineral properties, for example iron ore and cement, and should clearly distinguish between material and non material properties. The summary disclosure should include the information required by Item 1303(b) of Regulation S-K.

 

The individual property disclosure, which is only required for properties that you have determined to be material, should include the information required by Item 1304 of Regulation S-K. The information required for the individual property disclosure is more extensive and detailed in comparison. In your draft please clearly label each section including Item 1303 Summary Disclosure, Item 1304 Individual Property Disclosure, and Item 1305 Internal Control Disclosure.

Response to Comment No. 1

Because CSN requires the input of a third-party qualified person in order to prepare certain of the responses to the Staff’s comment letter, CSN will separately provide a revised draft of its SK 1300 mineral property disclosure encompassing all proposed revisions within 20 business days of this letter.

Following is an overview of our material mining properties:

Material Mining Properties

Following is an overview of our non-material mining properties:

Non-Material Mining Properties

 

Iron Ore Mining Properties

Our iron ore business is conducted by our subsidiary CSN Mineração in the state of Minas Gerais, within the area called the Iron Quadrangle. Casa de Pedra mine, Engenho mine and Fernandinho mine are our open pit mines. Casa de Pedra mine and Engenho mine belong to the same mining complex and run their own transportation and shipping capabilities. The mining complex comprises the Casa de Pedra Central Plant and the Pires Benefitiation Plant. Fernandinho mine, which is currently deactivated, is located on the North side and, when it was active until 2015, it also ran its own transportation and shipping capabilities.

To complement its iron ore mining properties, CSN Mineração runs the Itaguaí Port, located in the municipality of Itaguaí, state of Rio de Janeiro, and the Presidente Vargas Steel Plant, in the municipality of Volta Redonda, also in the state of Rio de Janeiro.

The following map presents an overview of our iron ore operations:

 

Our iron ore properties comprise Casa de Pedra and Engenho (both material properties) and Fernandinho (non-material property), as further described below:

Casa de Pedra Mine – Congonhas, MG

Casa de Pedra mine is our main iron ore mine. It is located in the municipality of Congonhas, 80 km to the South of Belo Horizonte, the capital of the state of Minas Gerais. Its mining concession has no expiration date and covers 2,516 hectares. Casa de Pedra is in full production stage.

Casa de Pedra mine has all the necessary permits for current operations, and the authorization process related to its planned production expansion is running according to schedule. Related facilities, such as waste piles and tailings dams, also comply with applicable legislation.

Casa de Pedra mine is an open pit operation with high grade hematite ore type (iron grade of approximately 64%) mixed with a minor amount of Itabirite ore type (iron grade of approximately 30-60%). Mine occurrences are represented by banded iron formations, varying from low grade (~Fe@30%) to medium/high grade types (~Fe@60%), and supergenous/hypogenous hematite (Fe@64%), all varying from fresh to hard material types. Some types of mineralized covers are also mixed to feed the plant. The geology framework is complex as a consequence of innumerous geological events that created an integrate grade variability scenario. For this reason, mapping and drilling are always reinforced and are one of the work priorities at Casa de Pedra.

The Central Plant is fed with natural high grade run of mine, and the beneficiation process comprises crushing, screening, and flotation. The Central Plant generates lump ore, sinter feed and pellet feed. The Pires beneficiation plant is fed with low to medium grade in a dry beneficiation process.

All products from Casa de Pedra are transported by MRS’s railroad, which transports iron ore to the Itaguaí maritime terminal in the state of Rio de Janeiro.

Engenho Mine – Congonhas, MG

Engenho mine covers 344 hectares and has been integrated in the Casa de Pedra mining complex since 2012. Engenho mine production is constantly mixed with Casa de Pedra mine production, following the same process route.

 

The following map sets forth a detailed illustration of Casa de Pedra mine and Engenho mine locations:

Fernandinho Mine – Itabirito, MG

Fernandinho mine covers 147 hectares and has been integrated in the Casa de Pedra mining complex since 2012. Fernandinho mine’s operations were deactivated in 2015 as part of an internal strategic decision. In the future, additional geological, drilling and resource studies and estimations will be performed in order to update mineral resources conversion to mineral reserves.

 

The following map sets forth a detailed illustration of Fernandinho mine and its related facilities:

In addition to the mining properties detailed above, CSN Mineração conducts initial exploration activities in the surrounding areas of our mining operations.

The following chart sets forth a summary of our iron ore resources and reserves, updated to December 31, 2022, considering our ownership interest in each property:

 

Cement Mining Properties

The following maps present the location of each non-material cement mining property set forth below:

Bocaina Mine – Arcos, MG

 

Pitimbu – Alhandra, PB:

Mata do Ribeirão and Capoeira Grande – Barroso, MG:

 

Fazenda Campinho – Pedro Leopoldo, MG:

Boa Vista – Montes Claros, MG:

 

Saudade – Cantagalo, RJ:

Miramar – Caaporã, PB:

Each property includes a mine: (i) Elizabeth Plant – Pitimbu Mine; (ii) Barroso Plant – Capoeira Grande Mine and Mata do Ribeirão Mine; (iii) Pedro Leopoldo Plant – Pedro Leopoldo Mine (Fazenda Campinho); (iv) Cantagalo Plant – Cantagalo (Saudade Mine); (v) Caaporã Plant – Caaporã (Miramar Mine); (vi) Montes Claros Plant – Mining complex of Montes Claros; and (vii) Arcos – Bocaina Mine.

Each cement mining property is owned 100% by us, and holds the respective mining and property rights.

 

Each of these properties is operational. The key permissions to guarantee the respective reserves are: mineral concessions; environmental licenses; and rights to use the property. Each of the property’s mining types and mineralization styles, as well as respective processing plants and other available facilities, are set forth in the tables above under the heading “Non-material Mining Properties.”

SEC Comment No. 2

Item 4. Information on the Company – General, page 17

We note your response to comment one and we reissue the comment. Our understanding is that Arcos is also a material property as you have filed a technical report summary for this property. If true, please revise to include the required disclosure, including the location of your material property within 1 mile, using an easily recognizable coordinate system to comply with Item 1304(b)(1)(i) of Regulation S-K.

Response to Comment No. 2

CSN reassessed its previous declaration and understands that Arcos is not a material property within the meaning of § 229.1301 (Item 1301).

The following maps set forth the location of Arcos:

 

 

 

SEC Comment No. 3

Item 4. Information on the Company – General, page 17

We note your response to comment 3. In the draft that you provide for our review, please only include resource and reserve numbers that are attributable to you, as required by Item 1303(b)(3)(iii) of Regulation S-K.

Response to Comment No. 3

The following table sets forth the resources and reserves numbers that are attributable to CSN:

Casa de Pedra – summary of iron exclusive mineral resources as of December 31, 2022:

 

SEC Comment No. 4

Item 4. Information on the Company – General, page 17

We note your response to comment 8 and we partially reissue the comment. In the draft that you submit for our review please ensure the production information is included in the summary disclosure section and that it includes all cement and iron ore properties/complexes.

Response to Comment No. 4

The following tables set forth each individual property’s production information:

Material Mining Properties

 

Non-material Mining Properties

 

SEC Comment No. 5

Item 4. Information on the Company – General, page 17

We note your response to comment 9 and we partially reissue the comment. In the draft that you submit for our review, please do not include the mine life that has combined resources and reserves, as resources and reserves should not be combined. Additionally each category of resource and reserve should be reported separately. For example measured, indicated, and inferred resources should be reported as separate line items, including tons and grade or quality. Please refer to Item 1303 Table 1 and Table 2 to paragraph (b) of Regulation S-K for additional guidance. These tables should be included in the summary section of your filing and should include all properties.

Response to Comment No. 5

The following tables set forth the mineral reserves and mineral resources for each cement property containing measured and indicated resources informed separately and useful life information calculated only for reserves. With respect to quality, the guidelines employed provide for a minimum CaO content of 45% for all cement mines. CSN does not report inferred resources for its non-material cement mines because they are resources of low geological knowledge, CSN considers that inferred resources provide little practical value for asset valuation and CSN is not required to report inferred resources to the Brazilian mining authority. CSN considers the following measured and indicated resources, in each case as of December 31, 2022:

 

 

SEC Comment No. 6

Item 19. Exhibits, page 146

We note your response to comment 26. Please revise to include the entire discounted cash flow analysis table for the Casa de Pedra project in order to comply with Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K. Please provide a draft with your response.

Response to Comment No. 6

Because CSN requires the input of a third-party qualified person in order to prepare the response to this Comment No. 6, CSN will separately provide this response within 20 business days of this letter.

SEC Comment No. 7

Item 19. Exhibits, page 146

We have identified various disclosure deficiencies in your technical reports and we note that you intend to file revised technical report summaries in future filings. Please tell us the timeframe in which you anticipate filing revised technical report summaries.

Response to Comment No. 7

CSN intends to file the Technical Report Summary covering Casa de Pedra and Engenho mining properties, revised and adjusted in accordance with S-K 1300 disclosure requirements and the Staff’s comment letters, as exhibits to CSN’s annual report on Form 20-F for the fiscal year ended December 31, 2023.

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If you have any questions or require any additional information with respect to the above, please do not hesitate to contact Tobias Stirnberg, CSN’s counsel, at +55 (11) 3927-7702.

 

Sincerely,

/s/ Marcelo Cunha Ribeiro

___________________________________
Companhia Siderúrgica Nacional
By: Marcelo Cunha Ribeiro

Title: Chief Financial and Investor Relations Officer

cc: Tobias Stirnberg

Milbank LLP