As filed with the Securities and Exchange Commission on April 27, 201230, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

1

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

R

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 20112013

 

OR

1

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

OR

1

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 1-14732

 

COMPANHIA SIDERÚRGICA NACIONAL
(Exact Name of Registrant as Specified in its Charter)

NATIONAL STEEL COMPANY
(Translation of Registrant’s name into English)

THE FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of incorporation or organization)

 

David Moise Salama, Investor Relations ExecutiveOfficer
Phone: +55 11 3049-71003049-7588 Fax: +55 11 3049-7212

invrel@csn.com.brdavid.salama@csn.com.br
Av.Brigadeiro Faria Lima, 3,400 – 20th floor
04538-132, São Paulo-SP, Brazil

(Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

Name of each exchange on which registered

Common Shares without par value

New York Stock Exchange*

American Depositary Shares, (as evidenced by American Depositary Receipts), each representing one share of Common Stock

New York Stock Exchange

____________________

* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

 


 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the period covered by the annual report:

Common Shares, without par value.

1,457,970,108. For further information, see “Item 7A. Major Shareholders,” “Item 9A. Offer and Listing Details” and “Item 10B. Memorandum and Articles of Association.”

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

R Yes1No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

1 YesRNo

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

R Yes1No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

R1 Yes1 No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerR    Accelerated Filer1   Non-accelerated Filer1

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP1

International Financial Reporting Standards as issued by the International Accounting Standards Board

Other1

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 171Item 181  

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

1 Yes  R No


 

TABLE OF CONTENTS
Page
Introduction1
Forward-Looking Statements2
Presentation of Financial and Other Information3
Item 1. Identity of Directors, Senior Management and Advisors3
Item 2. Offer Statistics and Expected Timetable3
Item 3. Key Information3
3A. Selected Financial Data3
3B. Capitalization and Indebtedness6
3C. Reasons for the Offer and Use of Proceeds6
3D. Risk Factors7
Item 4. Information on the Company17
4A. History and Development of the Company17
4B. Business Overview19
4C. Organizational Structure64
4D. Property, Plant and Equipment64
Item 4A. Unresolved Staff Comments70
Item 5. Operating and Financial Review and Prospects70
5A. Operating Results70
5B. Liquidity and Capital Resources95
5C. Research & Development and Innovation100
5D. Trend Information101
5E. Off-Balance Sheet Arrangements102
5F. Tabular Disclosure of Contractual Obligations106
5G. Safe Harbor106
Item 6. Directors, Senior Management and Employees107
6A. Directors and Senior Management107
6B. Compensation110
6C. Board Practices110
6D. Employees110
6E. Share Ownership111
Item 7. Major Shareholders and Related Party Transactions111
7A. Major Shareholders111
7B. Related Party Transactions111
Item 8. Financial Information111
8A. Consolidated Statements and Other Financial Information111
8B. Significant Changes116
Item 9. The Offer and Listing116
9A. Offer and Listing Details116
9B. Plan of Distribution117
9C. Markets117
9D. Selling Shareholders120
9E. Dilution120
9F. Expenses of the Issue120
Item 10. Additional Information120
10A. Share Capital120
10B. Memorandum and Articles of Association120
10C. Material Contracts123
10D. Exchange Controls123
10E. Taxation124
10F. Dividends and Paying Agents132
10G. Statement by Experts132
10H. Documents on Display132


 

 

TABLE OF CONTENTS

Page

10I. Subsidiary Information

Introduction

133

1

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Forward-Looking Statements

133

2

PresentationItem 12. Description of Financial andSecurities Other Information

Than Equity Securities
140

3

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item

140

1. Identity of Directors, Senior Management and Advisors

3

Item

2. Offer Statistics and Expected Timetable

3

Item

3. Key Information

3

3A.

Selected Financial Data

3

3B.

Capitalization and Indebtedness

6

3C.

Reasons for 14. Material Modification to the OfferRights of Security Holders and Use of Proceeds

141

6

3D.

Risk Factors

6

Item 15. Controls and Procedures

Item

141

4. Information on the Company

15

4A.

History and Development of the Company

15

4B.

Business Overview

17

4C.

Organizational Structure

53

4D.

Property, Plant and Equipment

53

Item 16. [Reserved]

Item

142

4A. Unresolved Staff Comments

59

16A. Audit Committee Financial Expert

Item

142

5. Operating and Financial Review and Prospects

59

5A.

Operating Results

59

5B.

Liquidity and Capital Resources

83

5C.

Research & Development and Innovation

86

5D.

Trend Information

87

5E.

Off-Balance Sheet Arrangements

89

5F.

Tabular Disclosure of Contractual Obligations

92

5G.

Safe Harbor

93

16B. Code of Ethics

Item

142

6. Directors, Senior Management and Employees

93

6A.

Directors and Senior Management

93

6B.

Compensation

96

6C.

Board Practices

96

6D.

Employees

96

6E.

Share Ownership

97

16C. Principal Accountant Fees and Services

Item

142

7. Major Shareholders and Related Party Transactions

97

7A.

Major Shareholders

97

7B.

Related Party Transactions

97

16D. Exemptions from the Listing Standards for Audit Committees

Item

143

8. Financial Information

97

8A.

Consolidated Statements and Other Financial Information

97

8B.

Significant Changes

102

16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item

143

9. The Offer and Listing

102

9A.

Offer and Listing Details

102

9B.

Plan of Distribution

103

9C.

Markets

103

9D.

Selling Shareholders

105

9E.

Dilution

106

9F.

Expenses of the Issue

106

16F. Change in Registrant’s Certifying Accountant

Item

143

10. Additional Information

106

16G. Corporate Governance143

10A.

Share Capital

106

16H. Mine Safety Disclosure145

10B.

Memorandum and Articles of Association

106

Item 17. Financial Statements145

10C.

Material Contracts

109

Item 18. Financial Statements145

10D.

Exchange Controls

109

Item 19. Exhibits150

10E.

Taxation

110

10F.

Dividends and Paying Agents

118

10G.

Statement by Experts

118

10H.

Documents on Display

118

 


 

   

10I.

 

Subsidiary Information

118

Item

11. Quantitative and Qualitative Disclosures About Market Risk

118

Item

12. Description of Securities Other Than Equity Securities

125

Item

13. Defaults, Dividend Arrearages and Delinquencies

125

Item

14. Material Modification to the Rights of Security Holders and Use of Proceeds

125

Item

15. Controls and Procedures

126

Item

16.

[Reserved]

126

 

 

16A.

Audit Committee Financial Expert

127

 

 

16B.

Code of Ethics

127

 

 

16C.

Principal Accountant Fees and Services

127

 

 

16D.

Exemptions from the Listing Standards for Audit Committees

128

 

 

16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

128

 

 

16F.

Change in Registrant’s Certifying Accountant

128

 

 

16G.

Corporate Governance

128

 

 

16H.

Mine Safety Disclosure

130

Item

17. Financial Statements

130

Item

18.  Financial Statements

130

Item

19.  Exhibits

130



Tabletable of Contents
contents

Introduction

Unless otherwise specified, all references in this annual report to:

“we,” “us,” “our” or “CSN” are to Companhia Siderúrgica Nacional and its consolidated subsidiaries;

“Brazilian government” are to the federal government of the Federative Republic of Brazil;

real,” “reais” or “R$” are to Brazilianreais, the official currency of Brazil;

“U.S. dollars,” “$,” “US$“U.S.$” or “USD” are to United States dollars;

“billions” are to thousands of millions, “km” are to kilometers, “m” are to meters, “mt” or “tons” are to metric tons, “mtpy” are to metric tons per year and “MW” are to megawatts;

“TEUs” are to twenty-foot equivalent units;

“consolidated financial statements” are to the consolidated financial statements of Companhia Siderúrgica Nacional and its consolidated subsidiaries reported in International Financial Reporting Standards as issued by the IASB – IFRS as of December 31, 2009, 20102011 and 20112012 and for the years ended December��December 31, 2009,  2010, 2011 and 2011,2012, together with the corresponding ReportReports of Independent Registered Public Accounting Firm;

 “ADSs” are to CSN’s American Depositary Shares and “ADRs” are to CSN’s American Depositary Receipts; and

“Brazil” is to the Federative Republic of Brazil.

 


 

table of contents

Table of Contents

 

Forward-Looking Statements

This annual report includes forward-looking statements, within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, principally under the captions “Item 3. Key Information,” “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.” We have based these forward-looking statements largely on our current expectations and projections about future events, industry and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

·           general economic, political and business conditions in Brazil and abroad, especially in China;China, which is the largest world steel producer;

·           the ongoing effects of the recent global financial markets and economic crisis;slowdown;

·           changes in competitive conditions and in the general level of demand and supply for our products;

·           management’s expectations and estimates concerning our future financial performance and financing plans;

·           our level of debt;

·           availability and price of raw materials;

·           changes in international trade or international trade regulations;

·           protectionist measures imposed by Brazil and other countries;

·           our capital expenditure plans;

·           inflation, interest rate levels and fluctuations in foreign exchange rates;

·           our ability to develop and deliver our products on a timely basis;

·           lack of infrastructure in Brazil;

·           electricity and natural gas shortages and government responses to them;

·           existing and future governmental regulation; and

·           other risk factors as set forth under “Item 3D. Risk Factors.”

The words “believe,” “may,” “will,” “aim,” “estimate,” “forecast,” “plan,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update or to revise any forward-looking statements after we distribute this annual report because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and are not an indication of future performance. As a result of various factors, such as those risks described in “Item 3D. Risk Factors,” undue reliance should not be placed on these forward-looking statements.


table of contents

Table of Contents

 

Presentation of Financial and Other Information

Our consolidated financial statements as of December 31, 20112013 and 20102012 and for the years ended December 31, 2011, 20102013, 2012 and 20092011 contained in “Item 18. Financial Statements” have been presented in thousands ofreais (R$) and prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). See Note 2(a) to our consolidated financial statements.

For certain purposes, such as providing reports to our Brazilian shareholders, filing financial statements with the Brazilian Securities Commission (Comissão de Valores Mobiliários), or CVM, and other distributions and tax liabilities in Brazil, we have prepared and will continue to be required to prepare financial statements in accordance with the accounting principles required by Brazilian laws No. 6,404, dated December 15, 1976, as amended, and No. 11,638 dated December 28, 2007, as amended, or the Brazilian Corporate Law, and the rules and regulations of the CVM, or Brazilian GAAP.

Changes on Regulatory Requirements for Presentation of Financial Statements – Convergence to International Financial Reporting Standards (“IFRS”)

Starting with the year ended December 31, 2010, Brazilian listed companies are required to publish their consolidated financial statements in accordance with IFRS.  Those consolidated financial statements must be prepared based on IFRS as issued by the IASB.

The financial statements and other financial information for the years ended December 31, 2011, 2010 and 2009 included elsewhere in this Form 20-F, unless otherwise indicated, were prepared and presented in accordance with IFRS.

Previously published consolidated financial statements in our annual report on Form 20-F for our financial year ended December 31, 2009, as well as all prior financial periods, were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). IFRS differs in certain material respects from U.S. GAAP and, accordingly, the consolidated financial statements for our financial years ended December 31, 2011, 2010 and 2009 prepared in accordance with IFRS are not comparable to our consolidated financial statements prepared in accordance with U.S. GAAP for 2009 and prior years presented in our reports on Form 20-F. 

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

PART I

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

3A. Selected Financial Data

We present in this section the summary financial and operating data derived from our audited consolidated financial statements as of and for the year ended December 31, 2013, 2012, 2011, 2010 and 2009.

The consolidated financial statements included in this annual report have been prepared in accordance with IFRS, as issued by the IASB, inreais. However, we have translated some of thereal amounts contained in this annual report into U.S. dollars. The rate used to translate such amounts in respect of the year ended December 31, 20112013 was R$1.87582.343 to US$U.S.$1.00, which was the commercial rate for the purchase of U.S. dollars in effect as of December 31, 2011,2013, as reported by the Central Bank of Brazil, or the Central Bank. The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of investors and should not beconstrued as implying that thereal amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Exchange Rates” for more detailed information regarding the translation ofreais into U.S. dollars.


Table of Contents

IFRS Summary and Financial Data

The following tables present summary historical consolidated financial and operating data for us for each of the periods indicated. Solely for the convenience of the reader,real amounts as of and for the year ended December 31, 20112013 have been translated into U.S. dollars at the commercial market rate in effect as of December 31, 20112013 as reported by the Central Bank of R$1.87582.343 to US$U.S.$1.00. The selected financial data below should be read in conjunction with “Item 5. Operating and Financial Review and Prospects.”

We have applied, beginning January 1, 2013, IFRS 10 - Consolidated Financial Statements, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11 - Joint Arrangements, which requires a new valuation of joint arrangements, focusing on the rights and obligations of the arrangement, instead of its legal form. The amendments provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. We applied this transition relief as described above with respect to the adoption of IFRS 10 and IFRS 11. The financial statements as of and for the year ended December 31, 2012 and the opening balance sheet  as of January 1, 2012 have been  restated for the effects of the retrospective adoption of these new standards. Our financial statements as of and for the year ended December 31, 2011 remain unchanged and as disclosed previously. The selected financial data for the years ended December 31, 2011, 2010 and 2009 have not been retrospectively adjusted and, as a result, are not comparable with the information as of and for the years ended December 31, 2013 and 2012.

 

 

Year Ended December 31,

Income Statement Data:  

 

2011

 

2011

 

2010

 

2009

 

 

(in million of US$, except per share data)

 

(in million of R$, except per share data)

Net operating revenues

 

8,807

 

16,520

 

14,451

 

10,978

Cost of products sold

 

(5,225)

 

(9,801)

 

(7,883)

 

(7,211)

Gross Profit

 

3,582

 

6,719

 

6,568

 

3,768

Operating expenses

 

 

 

 

 

 

 

 

         Selling 

 

(322)

 

(604)

 

(482)

 

(447)

         General and Administrative 

 

(307)

 

(576)

 

(537)

 

(480)

Other Expenses

 

(267)

 

(501)

 

(599)

 

(648)

Other Income

 

383

 

719

 

49

 

1,369

         Total  

 

(513)

 

(962)

 

(1,569)

 

(206)

Operating income  

 

3,069

 

5,757

 

4,998

 

3,561

 

 

 

 

 

 

 

 

 

         Financial Income (expenses), net

 

(1,069)

 

(2,006)

 

(1,911)

 

(246)

Income Before Taxes

 

2,000

 

3,751

 

3,087

 

3,315

Income Tax

 

 

 

 

 

 

 

 

         Current 

 

(73)

 

(136)

 

(363)

 

(577)

         Deferred 

 

28

 

52

 

(207)

 

(123)

 

 

 

 

 

 

 

 

 

                  Total  

 

1,955

 

3,667

 

2,516

 

2,615

 

 

 

 

 

 

 

 

 

Net income  

 

1,955

 

3,667

 

2,516

 

2,615

 

 

 

 

 

 

 

 

 

Loss attributable to noncontrolling interest

 

(21)

 

(39)

 

-

 

(4)

 

 

 

 

 

 

 

 

 

Net income attributable to Companhia Siderúrgica Nacional

 

1,976

 

3,706

 

2,516

 

2,619

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

1.35510

 

2.54191

 

1.72594

 

1.75478

Diluted earnings per common share

 

1.35510

 

2.54191

 

1.72594

 

1.75478


table of contents

 

 

 

 

Year Ended December 31,

 

 

Income Statement Data:  

 

2013

 

2013

 

2012

2011(2)

2010(2)

2009(2)

 

 

(in million of U.S.$, except per share data)

 

(in million of R$, except per share data)

Net operating revenues

 

7,389

 

17,312

 

15,229

16,520  

14,451

10,978

Cost of products sold

 

(5,302)

 

(12,423)

 

(11,259)

(9,801)

(7,883)

(7,211)

Gross Profit

 

2,087

 

4,889

 

3,970

6,719

6,568

3,768

Operating expenses

 

 

 

 

 

 

 

 

 

Selling 

 

(373)

 

(875)

 

(774)

(604)

(482)

(447)

General and administrative 

 

(207)

 

(486)

 

(468)

(576)

(537)

(480)

Equity in results of affiliated companies

 

67

 

158

 

642

-

-

-

Other expenses

 

(484)

 

(1,134)

 

(2,763)

(501)

(599)

(648)

Other income

 

242

 

567

 

111

719

49

1,369

         Total  

 

(755)

 

(1,770)

 

(3,252)

(962)

(1,569)

(206)

 

 

 

 

 

 

 

 

 

 

Operating income  

 

1,332

 

3,120

 

719

5,757

4,998

3,561

Non-operating income (expenses), net  

 

 

 

 

 

 

 

 

 

Financial income

 

73

 

171

 

391

717

643

  586

Financial expenses

 

(1,145)

 

(2,683)

 

(2,543)

(2,723)

(2,555)

(832) 

 

 

 

 

 

 

 

 

 

 

Income before taxes

 

259

 

608

 

(1,433)

3,751

3,087

3,315

Income tax

 

 

 

 

 

 

 

 

 

Current 

 

(551)

 

(1,291)

 

(322)

(136)

(363)

(577) 

Deferred 

 

519

 

1,217

 

1,275

52

(207)

(123) 

 

 

 

 

 

 

 

 

 

 

Total  

 

228

 

534

 

(481)

3,667

2,516

2,615

 

 

 

 

 

 

 

 

 

 

Net income  

 

228

 

534

 

(481)

3,667

2,516

2,615

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

11  

 

25

 

(61)

(39)

-

(4)

 

 

 

 

 

 

 

 

 

 

Net income attributable to Companhia Siderúrgica Nacional

 

217

 

509

 

(421)

3,706

2,516

2,619

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

0.14901

 

0.34913

 

-0.28815

2.54191

1.72594

175,478

Diluted earnings per common share

 

0.14901

 

0.34913

 

-0.28815

2.54191

1.72594

175,478

 

 


table of contents

Table of Contents

 

 

As of December 31, 

Balance Sheet Data:  

 

2013

 

2013

 

2012

 

2011(2)

 

2010(2)

2009(2)

 

 

(in million of U.S.$)

 

(in million of R$)

Current assets 

 

7,001

 

16,403

 

19,099

 

21,945

 

15,794

12,835

Investments

 

5,756

 

13,487

 

10,840

 

2,088

 

2,104

322

Property, plant and equipment

 

6,364

 

14,911

 

18,519

 

17,377

 

13,777

11,133

Other assets 

 

2,391

 

5,602

 

4,825

 

5,460

 

6,380

6,436

 

 

 

 

 

 

 

 

 

 

 

 

Total assets  

 

21,512

 

50,403

 

53,283

 

46,870

 

38,055

30,726

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities 

 

2,375

 

5,564

 

6,551

 

6,497

 

4,456

3,998

Non -current liabilities

 

15,694

 

36,770

 

37,724

 

31,956

 

25,776

20,139

Stockholders’ equity 

 

3,444

 

8,069

 

9,008

 

8,417

 

7,823

6,589

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity  

 

21,512  

 

50,403

 

53,283

 

46,870

 

38,055

30,726

 

 

 

 

 

 

 

 

 

 

 

 

Paid-in capital (in millions of R$)

 

1,938  

 

4,540

 

4,540

 

1,681

 

1,681

1,681

Common shares (quantities)

 

622

 

1,457

 

1,457

 

1,457

 

1,457

1,457

Dividends declared and interest on stockholders’ equity (in millions of R$)¹

 

341

 

800

 

300

 

1,200

 

1,856

1,819

Dividends declared and interest on stockholders’ equity per common share (inreais)¹ 

 

0.23  

 

0.55

 

0.21

 

0.82

 

1.27

1.25

            

 

 

As of December 31, 

Balance Sheet Data:  

 

2011

 

2011

 

2010

 

2009

 

 

(in million of US$)

 

(in million of R$)

Current assets 

 

11,699

 

21,945

 

15,794

 

12,835

Investments

 

1,113

 

2,088

 

2,104

 

322

Property, plant and equipment

 

9,264

 

17,377

 

13,777

 

11,133

Other assets 

 

2,911

 

5,460

 

6,380

 

6,436

 

 

 

 

 

 

 

 

 

Total assets  

 

24,987

 

46,870

 

38,055

 

30,726

 

 

 

 

 

 

 

 

 

Current liabilities 

 

3,464

 

6,497

 

4,456

 

3,998

Non -current liabilities

 

17,036

 

31,956

 

25,776

 

20,139

Shareholders’ equity 

 

4,487

 

8,417

 

7,823

 

6,589

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity  

 

24,987

 

46,870

 

38,055

 

30,726

 

 

 

 

 

 

 

 

 

Paid-in capital (in millions ofreais

 

896

 

1,681

 

1,681

 

1,681

Common shares (in million)

 

1,457

 

1,457

 

1,457

 

1,457

Dividends declared and interest on shareholders’ equity¹

 

640

 

1,200

 

1,856

 

1,819

Dividends declared and interest on shareholders’ equity per common share (inreais)¹ 

 

0.44

 

0.82

 

1.27

 

1.25

 

(1) 

Amounts consist of dividends declared and accrued interest on shareholders’ equity during the year. For a discussion of our dividend policy and dividend and interest payments made in 2011,2013, see “Item 8A. Consolidated Statements and Other Financial Information-Dividend Policy.”

(2) 

The selected financial data for the years ended December 31, 2011, 2010 and 2009 have not been retrospectively adjusted for the effects of the adoption of IFRS 10 and 11 as permitted by the transition guidance related to these standards. See note 2(y) and 3 to our consolidated financial statements.


table of contents

 

Exchange Rates

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer ofreais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures. The Brazilianreal has experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies during the recent decades.

Between 2000 and 2002,2008, thereal depreciatedfluctuated significantly against the U.S. dollar, reaching a peak of R$3.53 per US$U.S.$1.00 at the end of 2002.  Between 2003 and mid-2008, thereal appreciated significantly against the U.S. dollar due to the stabilization of the macroeconomic environment2002 and a strong increase in foreign investment in Brazil, with the exchange rate reachinglow of R$1.56 per US$U.S.$1.00 in August 2008. In the context of the crisis in the global financial markets after mid-2008, therealdepreciated 31.9% against the U.S. dollar throughout 2008, reaching R$2.342.337 per US$U.S.$1.00 on December 31, 2008. From 2009 to 2010,2011, thereal appreciated 28.7%19.7% against the U.S. dollar and on December 31, 2010reached R$1.876 per U.S.$1.00 at year end 2011. In 2012, the exchange rate was R$1.67 per US$1.00. In 2011, thereal depreciated 12.6%17.6% and on December 31, 2011, the exchange rate was R$1.88 per US$1.00. On April 18, 2012 the exchange rate was R$1.872.04 per US$U.S.$1.00. In 2013, the real depreciated 15% and on December 31, 2013 the exchange rate was R$2.343 per U.S.$1.00. On April 29, 2014 the exchange rate wasR$2.220 per U.S.$1.00. The Central Bank has intervened occasionally to mitigate volatility in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to allow thereal to float freely or will intervene in the exchange rate market through a currency band system or otherwise. Thereal may depreciate or appreciate against the U.S. dollar substantially.


Table of Contents

The following tables present the selling rate, expressed inreais per U.S. dollar (R$/US$U.S.$), for the periods indicated.indicated:

Year ended  

 

Low  

 

High  

 

Average(1)

 

Period-end  

December 31, 2007 

 

1.733 

 

2.156 

 

1.948 

 

1.771 

December 31, 2008 

 

1.559 

 

2.500 

 

1.837 

 

2.337 

December 31, 2009

 

1.702 

 

2.422 

 

1.994 

 

1.741 

December 31, 2010

 

1.655 

 

1.881 

 

1.759 

 

1.666 

December 31, 2011

 

1.535 

 

1.902 

 

1.675 

 

1.876 

 Month ended  

 

Low  

 

High  

 

   Average  

 

Period-end  

October 2011

 

1.689

 

1.886

 

1.773

 

1.689

November 2011

 

1.727

 

1.894

 

1.790

 

1.811

December 2011

 

1.783

 

1.876

 

1.837

 

1.876

January 2012

 

1.739

 

1.868

 

1.790

 

1.739

February 2012

 

1.702

 

1.738

 

1.718

 

1.709

March 2012

 

1.715

 

1.833

 

1.795

 

1.822

April 2012 (through April 18, 2012)

 

1.862

 

1.869

 

1.835

 

1.869

 

Source: Central Bank.

 

(1) 

Represents the daily average of the close exchange rates during the period.  

          

 Year ended  

 

Low  

 

High  

 

Average(1)

 

Period-end  

December 31, 2009

 

1.702

 

2.422

 

1.994

 

1.741

December 31, 2010

 

1.655

 

1.881

 

1.759

 

1.666

December 31, 2011

 

1.535

 

1.902

 

1.675

 

1.876

December 31, 2012

 

1.702

 

2.112

 

1.955

 

2.044

December 31, 2013

 

1.953

 

2.446

 

2.161

 

2.343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Month ended  

 

Low  

 

High  

 

Average  

 

Period-end  

October 2013

 

2.161

 

2.213

 

2.189

 

2.203

November 2013

 

2.243

 

2.336

 

2.295

 

2.325

December 2013

 

2.310

 

2.382

 

2.346

 

2.343

January 2014

 

2.334

 

2.440

 

2.382

 

2.426

February 2014

 

2.333

 

2.424

 

2.384

 

2.333

March 2014

 

2.260

 

2.365

 

2.326

 

2.263

April 2014 (through April 29, 2014)

 

2.197

 

2.281

 

2.233

 

2.220

 

Source: Central Bank.

 

(1) 

Represents the daily average of the close exchange rates during the period.

          

 

We will pay any cash dividends and make any other cash distributions with respect to our common shares in Brazilian currency. Accordingly, exchange rate fluctuations may affect the U.S. dollar amounts received by ADS holders on conversion into U.S. dollars of such distributions for payment by the depositary. Fluctuations in the exchange rate between thereal and the U.S. dollar may also affect the U.S. dollar equivalent of thereal price of our common shares on BM&FBOVESPA.

3B. Capitalization and Indebtedness

Not applicable.

3C. Reasons for the Offer and Use of Proceeds

Not applicable.


table of contents

3D. Risk Factors

An investment in our ADSs or common shares involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of our ADSs could decline due to any of these risks or other factors, and you may lose all or part of your investment. The risks described below are those that we currently believe may materially affect us.

Risks Relating to Brazil

The Brazilian government exercises significant influence over the Brazilian economy. This influence, as well as Brazilian political and economic conditions, could materially and adversely affect us.

The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes significant changes in policy and regulation. See “—Government efforts to combat inflation may hinder the growth of the Brazilian economy and could harm our business” and “Item 5A. Operating Results—Brazilian Macro-Economic Scenario, Effects of Exchange Rate Fluctuations.” The Brazilian government’s actions, policies and regulations have involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls and limits on imports. Our business, financial condition and results of operations may be adversely affected by political, social, and economic developments in or affecting Brazil, and by changes in policy or regulations at the federal, state or municipal levels involving or affecting factors such as:


Table of Contents

·      interest rates;

·      exchange controls;

·      currency fluctuations;

·      inflation; 

·      price volatility of raw materials and our final products;

·      lack of infrastructure in Brazil;

·      energy shortages and rationing programs;

·      liquidity of the domestic capital and lending markets;

·      regulatory policy for the mining and steel industries;

·      environmental policies and regulations;

·      tax policies and regulations;regulations, including frequent changes in tax regulations that may result in uncertainties as to future taxation; and

·      other political, social and economic developments in or affecting Brazil.

Uncertainty over whetherRecent economic and political instability may lead to legislative or regulatory changes that could negatively affect us. In addition, such changes may also lead to further economic uncertainty and to heightened volatility and negative perception of the Brazilian government will make changes affecting these and other factorssecurities markets which may create instability. This may also adversely affect us and the trading price of our business, financial conditioncommon shares.

Political crisis in Brazil in the past have affected the development of the Brazilian economy and resultsthe trust of operations.foreign investors, as well as the public in general. Recent popular unrest in Brazil has led to large demonstrations in mid-2013, which serves as an example of the population’s growing dissatisfaction with corruption and certain political measures.

Exchange rate instability may adversely affect us and the market price of our common shares and ADSs.


table of contents

The Brazilian currency has long experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Most recently, forFor example, thereal was R$1.56 per US$1.00appreciated 11.8%, 8.7% and 17.2% against the U.S. dollar in August 2008.2005, 2006 and 2007, respectively. In the context2008, as a result of the crisis in theworsening global financial markets after mid-2008,economic crisis, thereal depreciated 31.9%32% against the U.S. dollar, overclosing at R$2.337 to U.S.$1.00 on December 31, 2008. For the year 2008years ended December 31, 2009 and reached R$2.34 per US$1.00 at year end. Since then,2010, thereal appreciated 25.5% and 4.2%, respectively, against the U.S. dollar, closing at R$1.741 and reached R$1.88 per US$1.666 to U.S.$1.00 on December 31, 2009 and 2010, respectively. For the years ended December 31, 2011, 2012 and 2013 thereal depreciated 12.6%, 8.9% and 14.6%, respectively,against the U.S. dollar, closing at year end 2011.R$1.876, R$2.044 and R$2.343to U.S.$1.00, respectively. On April 18, 201229, 2014 the exchange rate was R$1.872.220 per US$U.S.$1.00.

Depreciation of thereal against major foreign currencies could create inflationary pressures in Brazil and contribute to Central Bank increases in interest rates, which could negatively affect us and the growth of the Brazilian economy, may curtail access to foreign financial markets and may prompt government intervention, which could include recessionary measures. Depreciation of thereal can also, as in the context of an economic slowdown, lead to decreased consumer spending, deflationary pressures and reduced growth of the economy as a whole.

On the other hand, appreciation of thereal relative to major foreign currencies could lead to a deterioration of Brazilian foreign exchange current accounts, as well as affect export-driven growth. Depending on the circumstances, either depreciation or appreciation of thereal could materially and adversely affect the growth of the Brazilian economy and us as well as impact the U.S. dollar value of distributions and dividends on, and the U.S. dollar equivalent of the market price of, our common shares and our ADSs.

In the event thereal depreciates in relation to the U.S. dollar, the cost inreais of our foreign currency-denominated borrowings and imports of raw materials, particularly coal and coke, will increase. On the other hand, if therealappreciates in relation to the U.S. dollar, it will causereal-denominated production costs to increase as a percentage of total production costs and cause our exports to be less competitive.  competitive.We had total U.S. dollar-denominated or -linked indebtedness of US$5,325R$10,875 million, or 35.59%39.03% of our total indebtedness, as of December 31, 2011. 2013.


Table of Contents

Government efforts to combat inflation may hinder the growth of the Brazilian economy and could harm us.

Brazil has in the past experienced extremely high rates of inflation, which has led the government to pursue monetary policies that have contributed to one of the highest real interest rates in the world. Since the implementation of theRealPlan in 1994, the annual rate of inflation in Brazil has decreased significantly, as measured by the National Broad Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or IPCA). Inflation measured by the IPCA index was 4.3%6.5%, 5.8% and 5.9% in 2011, 2012 and 6.5% in 2009, 2010 and 2011,2013, respectively. Inflation and the Brazilian government’s inflation containment measures, mainly through monetary policies, have had and may have significant effects on the Brazilian economy and our business. Tight monetary policies with high interest rates may restrict Brazil’s growth and the availability of credit. Conversely, more lenient policies and interest rate decreases may trigger increases in inflation, with the consequent reaction of sudden and significant interest rate increases, which could negatively affect Brazilian economic growth and us. In addition, we may not be able to adjust the price of our products in the foreign markets to offset the effects of inflation in Brazil on our cost structure, given that most of our costs are incurred inreais

Developments and perception of risk in other countries, especially in the United States, China and other emerging market countries, may adversely affect the trading price of Brazilian securities, including our common shares and ADSs.

The market value of securities of Brazilian companies is affected to varying degrees by economic and market conditions in other countries, including the United States, China, Latin American andespecially other emerging market countries. Although economic conditions in these countries may differ significantly from economic conditions in Brazil, investors’ reactions to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crisis in, or economic policies of, other countries may diminish investorinvestors' interest in securities of Brazilian issuers, including ours. This could adversely affect the trading price of our common shares and/or ADSs, and could also make it more difficult or impossible for us to access the capital markets and finance our operations on acceptable terms.


table of contents

Risks Relating to Us and the Industries in Which We Operate

We are exposed to substantial changes in the demand for steel and iron ore, which has a substantial impact in the prices of our products and may adversely affect our results of operations.

The steel and mining industries are highly cyclical, both in Brazil and abroad. The demand for steel and mining products and, thus, the financial condition and results of operations of companies in the steel and mining industries, including us, are generally affected by macroeconomic fluctuations in the world economy and the economies of steel-producing countries, including trends in the automotive, construction, home appliances and packaging industries, as well as other industries which rely uponon steel distributors. A worldwide recession, an extended period of below-trend growth in developed countries or a slowdown in the emerging markets that are large consumers of our products (such as the domestic Brazilian market for our steel products and the Chinese market for iron ore) could sharply reduce demand for our products. Reduced demand can lead to overcapacity and excessive downtime, lower utilization of our significant fixed assets and therefore reduced operating profitability. In addition, flat steel competes with other materials that may be used as substitutes, such as aluminum (particularly in the automobile industry), cement, composites, glass, plastic and wood. Government regulatory initiatives mandating the use of such materials in lieu of steel, whether for environmental or other reasons, as well as the development of other new substitutes for steel products, could also significantly reduce market prices and demand for steel products and thereby reduce our cash flow and profitability. Any material decrease in demand for steel and iron ore in the domestic or export markets served by us could have a material adverse effect on us.

The availability and the price of raw materials that we need to produce steel, particularly of coal and coke, may adversely affect our results of operations.

In 2011 and 2010,2013, raw material costs accounted for 59.4% and 56.4%, respectively,53.2% of our total steel production costs. Our main raw materials include iron ore, coal, coke, limestone, dolomite, manganese, zinc, tin and aluminum. We depend on third parties for some of our raw material requirements, including importing all of the coal required to produce coke and approximately 38%56.8 % of our coke requirements. In addition, we require significant amounts of energy, in the form of natural gas and electricity, to power our plants and equipment.


Table of Contents

Any prolonged interruption in the supply of raw materials, natural gas or electricity, or substantial increases in their prices, could materially and adversely affect us. These interruptions and price increases may be a result of changes in laws or trade regulations, the availability and cost of transportation, suppliers’ allocations to other purchasers, interruptions in production by suppliers or accidents or similar events on suppliers’ premises or along the supply chain. Our inability to pass those cost increases on to our customers or to meet our customers’ demands because of non-availability of key raw materials could also have a material and adverse effect on us.

Our steel products face significant competition, including price competition, from other domestic or foreign producers, which may adversely affect our profitability and market share.

The global steel industry is highly competitive with respect to price, product quality and customer service, as well as technological advances that enable steel companies to reduce their production costs. Brazil’s export of steel products is influenced by several factors, including the protectionist policies of other countries, disputes regarding these policies before the WTO (World Trade Organization), the Brazilian government’s exchange rate policy and the growth rate of the world economy. Further, continuous advances in materials sciences and resulting technologies have given rise to improvements in products such as plastics, aluminum, ceramics and glass that permit them to substitute steel. Due to high start-up costs, the economics of operating a steelworks facility on a continuous basis may encourage mill operators to maintain high levels of output, even in times of low demand, which increases the pressure on industry profit margins. In addition, downward pressure on steel prices by our competitors may affect our profitability.

The steel industry has historically suffered from structural over-capacity which has recently worsened due to a substantial increase in production capacity in the developing world and particularly in China and India as well as other emerging markets. China is now, by far, the largest global steel producer by a large margin and, in addition, Chinese and other countries’certain steel exports, orexporting countries have favorable conditions favorable to them (excess steel capacity, undervalued currency or higher market prices for steel in markets outside of such countries), which can have a significant impact on steel prices in other markets.othermarkets. If we are not able to remain competitive in relation to China or other steel-producing countries, in the future our results may be adversely affected.affected in the future.


Intable of contents

Since 2010, steel companies in Brazil have faced strong competition offrom imported products, mainly as a result of the reduction in demand for steel products demand in mature markets, the exchange rate appreciation and tax incentives. The Brazilian government adopted measures to contain imported products and, as a result, prices of imported products stabilized as compared to local products. These measures also had a positive effect in 2011 and subsequent years, when imports were consistently reduced. If the Brazilian Government fails to act against cheaper subsidized steel imports and there is an increase in imports, our results of operations may be materially and adversely affected. Apart from direct steel imports, the Brazilian industry has also been facing the competition offrom imported finished goods, which affects the whole steel chain. If the Brazilian Government were to remove the current protective measures or fails to act against cheap subsidized steel imports, our results of operation may also be materially and adversely affected.

The shiftAdverse economic developments in China could have a negative impact on our revenues, cash flow and profitability.

China has been the main driver of global demand for minerals and metals over the last few years, effectively driving global prices for iron ore pricing and increase in price volatility could adversely affectsteel. In 2013, China accounted for 68% of the global seaborne iron ore trade. The percentage of our iron ore business.sales volume to consumers in China was 52% in 2013.

The previous annual benchmark price systemA contraction of China’s economic growth could result in lower global demand for iron ore adopted byand steel and increase the main iron ore producers, including us, was replacedglobal steel industry over-capacity, leading to lower revenues, cash flow and profitability. Poor performance in the last coupleChinese real estate sector and low investments in infrastructure, two of years by different pricing systems, and is now more sensitive to spot price volatility. Fluctuationsthe largest consumers of carbon steel in supply and demandChina, could increase price volatility, mainly in spot prices, which could adversely affectalso negatively impact our mining business and, consequently, our cash flow. See “Item 5A—Operating Results—Overview—Macro-Economic Scenario—Mining.”results.

Protectionist and other measures adopted by foreign governmentgovernments could adversely affect our export sales.  

In response to the increased production and export of steel by many countries, anti-dumping and countervailing duties and safeguard measures were imposed in the late 1990s and early 2000s by foreign governments representing the main markets for our exports. In June 2011, safeguard measuresboth the anti-dumping duties imposed by Argentina and the anti-dumping and countervailing duties imposed by the United States were terminated, but restrictionsterminated. Restrictions imposed by Canada on imports of hot-rolled products from Brazil andremain in effect. In addition, technical or safety measures, such as those imposed by the European Union on imports of certain chemical substances contained either in products used to protect theand/or pack steel products, or in products usedmay be adopted and as a result create barriers to pack them, remain in effect.steel exports. The imposition of these and other protectionist measures by foreign countries may materially and adversely affect our export sales.


Table of Contents

Our activities depend on authorizations, concessions, permits and licenses. Changes of laws and regulations and government measures could adversely affect us.

Our activities depend onare subject to governmental authorizations, concessions, licenses or permits, andwhich include environmental licenses fromfor our infrastructure projects and concessions, bysuch as for our railways. Although we believe that such authorizations, concession, licenses and permits will be granted and/or renewed as and when requested, we cannot guarantee that we will be able to maintain, renew or obtain any required authorization, concession, license or permit, as well as that no additional requirement will be imposed in connection with such request. Authorizations, concessions, licenses or permits required for the development of our activities may require that we meet certain performance thresholds or completion milestones. In case we are unable to meet these thresholds or milestones, we may lose or not be able to obtain or renew such authorizations, concessions, licenses or permits. We also cannot guarantee that our controlled entities that hold concessions will timely comply with its obligations under any relevant Concession Agreement or in Terms of Undertaking (Termos de Ajustamento de Conduta), or TACs, entered into with governmental regulatory agenciesagencies. Any of these events may result in the countriesloss or early termination of concessions. The loss or inability to obtain and/or renew any authorization, concession, permit or license, or changes in whichthe regulatory framework that we operate. Ifoperate in, may materially and adversely affect us.

In addition, if laws and regulations applicable to these authorizations, concessions, permits or licenses change, modifications to our technologies and operations could be required, and we may need to make unexpected capital expenditures. These changes and additional costs may have a negative impact on the profitability of our projects or even make certain projects economically or otherwise unfeasible.  Also, we cannot guarantee that we will be able to maintain, renew or obtain any required authorization, concession, permit or license. Our authorizations, concessions, permits and licenses may require that we meet certain performance thresholds or completion milestones. In case we are unable to meet these thresholds or milestones we may lose our authorizations, concessions, permits and licenses. The loss or inability to obtain any authorization, concession, permit or license, or changes in the regulatory framework we operate in, may materially and adversely affect us.


In addition, ourtable of contents

Our activities are also subject to governmentgovernmental regulation in the form of taxes, charges and royalties, which can have an important financial impact on our operations. The Brazilian Congress is currently reviewing a bill that proposes significant changes to the Mineral Code, including a potential increase of the royalties (CFEM) charged for our mining activities. See “Item 4B. Business Overview–Government Regulation and Other Legal Matters–Brazil – mining regulation –Mineral Rights and Ownership.”

We have a level of indebtedness which could make it more difficult or expensive to refinance our maturing debt and /or incur new debt.

As of December 31, 2013, our total debt outstanding amounted to R$27,864 million, consisting of R$2,674 million of short-term debt and R$25,190 million of long-term debt. See “Item 5B. Liquidity and Capital Resources” and “Item 18. Financial Statements.” Although we had R$9,996 million of cash and cash equivalents as of December 31, 2013, our planned investments in all of our business segments will require a significant amount of cash over the course of 2014 and following years. See “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments.”

The level of our indebtedness could affect our credit rating and ability to obtain any necessary financing in the future and increase our cost of borrowing. In addition, our level of indebtedness could make us more vulnerable in the countries where we operate, governmentsevent of a downturn in our business. In these and other circumstances, servicing our indebtedness may impose new taxes, raise existing taxesuse a substantial portion of our cash flow from operations, which could adversely affect our financial condition and royalties, or changeresults of operations and make it more difficult for us to make payments of dividends and other distributions to our shareholders, including the basis on which they are calculated in a manner unfavorable to us.holders of our ADSs.

Malfunctioning equipment or accidents on our premises, railways or ports may decrease or interrupt production, internal logistics or distribution of our products.

The steel and iron ore production processes depend on certain critical equipment, such as blast furnaces, steel converters, continuous casting machines, drillers, reclaimers, conveyor belts, crushing and screening equipment and shiploaders, as well as on internal logistics and distribution channels, such as railways and seaports. This equipment and infrastructure may be affected in the case of malfunction or damage. In 2006, there was an accident involving the gas cleaning system adjacent to Blast Furnace No. 3 at the Presidente Vargas Steelworks, which prevented us from operating this blast furnace for approximately six months. Similar or any other significant interruptions in our production process, internal logistics or distribution channels (including our ports and railways) could materially and adversely affect us.

Our insurance policies may not be sufficient to cover all our losses.losses

We maintain several types of insurance policies, in line with the risk management of our business, thatbusinesses, which attempt to follow industry market practices for similar activities. Coverage in such policies encompasses domestic and international (import and export) cargo transporttransportation (road, rail, sea or air), carrier liability, life insurance, personal accidents, health, auto insurance, D&O, general liability, erection risks, boiler and machinery coverage, exporttrade credit insurance, suretyports and terminal liabilities. We also have an operational risks policy for the Presidente Vargas Steelworks and some of our branches and subsidiaries for a total insured value of R$850U.S.$500 million out of a total risk amount of R$25.1U.S.$15.4 billion. Under the terms of this policy CSN remainswe remain responsible for the first R$170U.S.$300 million in losses (material damages and loss of profits) and for 53.55% of the losses above such amount.. The coverage obtained in these insurance policies may not be sufficient to cover all risks we are exposed to. Additionally, we may not be able to successfully contract or renew our insurance policies in terms satisfactory to us, whichus. The occurrence of one or more of these events may adversely affect our financial position.

Our projects are subject to risks that may result in increased costs or delay or prevent their successful implementation.

We are investing to further increase our steel, mining and cement production capacity, as well as our logistics capabilities. See “Item 4D. Property, Plant and Equipment—Capital Expenditures—Planned Investments.” These projects are subject to a number of risks that may adversely affect our growth prospects and profitability, including the following:


table of contents

·        we may encounter delays, availability problems or higher than expected costs in obtaining the necessary equipment, services and materials to build and operate a project;


Table of Contents

·        our efforts to develop projects according to schedule may be hampered by a lack of infrastructure, including availability of overburden and waste disposal areas as well as reliable power and water supplies;

·        we may fail to obtain, lose, or experience delays or higher than expected costs in obtaining or renewing the required permits, authorizations, licenses, concessions and/or regulatory approvals to build or continue a project; and

·        changes in market conditions, laws or regulations may make a project less profitable than expected or economically or otherwise unfeasible.

Any one or a combination of the factors described above may materially and adversely affect us.

NewCurrent, new or more stringent environmental, safety and health regulations imposed on us may result in increased liabilities and increased capital expenditures.

Our steel making, mining, cement, energy and logistics facilities are subject to a broad range of laws, regulations and permit requirements in Brazil relating mainly to the protection of health, safety and the environment.

Brazilian pollution standards are expected to continue to change, including the introduction of new effluent and air emission standards, water management and solid waste-handling regulations, andrestrictions on business expansions, native forest preservation requirements, in rural land.and the obligation to create privately owned conservation areas, or RPPNs as an environmental compensation for industrial and mining expansion projects. The Brazilian government has recently adopted a decree under the national policy for climate change national policy (Política Nacional de Mudanças Climáticas) that contemplates specific limits ona 5% reduction in carbon emissions projected for 2020 for the industrial sector (including steel making and cement sectors) and an action plan for the sector is being developed by a technical committee composed of representatives from the government, industry associations and academia. The target reduction for the mining sector is yet to be established. In addition, the state of Rio de Janeiro, through its State Environmental Agency (Instituto Estadual do Ambiente), or INEA, issued a law that requires steel making and cement facilities to present action plans to reduce greenhouse gas emissions when renewing or applying for operational licenses. The federal government has also established in 2012a national policy for solid waste (Política Nacional de Resíduos Sólidos), which provides for more strict guidelines for solid waste management and phased in through 2020. These limits will be established jointlyindustry targets for reverse logistics as part of the environmental licensing process. Finally, a new regulatory framework for mining operations is currently being developed by industrythe Department of Geology, Mining and government representativesMineral Processing from the Ministry of Mines and will include goals for reduction of emissions, including gradual measures at three-year intervals,Energy, which may require a material investment by us.impose stricter regulations on our mining operations, including requests for environmental recovery of areas and investments for the granting of mining concessions.

New or more stringent environmental, safety and health standards imposed on us could require us to make increased capital expenditures, create additional legal preservation areas in our properties, or make modifications in operating practices or projects. As a result, the amount and timing of future environmental and related expenditures may vary substantially from those currently anticipated. These additional costs may also have a negative impact on the profitability of the projects we intend to implement or may make such projects economically unfeasible. We could also be exposed to civil penalties, criminal sanctions and closure orders for non-compliance with these regulations. Waste disposal and emission practices may result in the need for us to clean up or retrofit our facilities at substantial costs and/or could result in substantial liabilities. Environmental legislation restrictions imposed by foreign markets to which we export our products may also materially and adversely affect our export sales and us.

In addition, we may be requested to enter into TACs with Brazilian regulators and agencies that require us to minimize or eliminate the risk of environmental impacts in the areas where we operate. If we are unable to comply with a TAC in a timely manner, we may be exposed to penalties, such as fines, revocation of permits, or closure of facilities. See “Item 4B. Government Regulation and Other Legal Matters – Environmental Expenditures and Claims and Item 8A – Financial Information – Consolidated Statements and Other Financial Information – Legal Proceedings.”


table of contents

Our governance and compliance processes may fail to prevent regulatory penalties and reputational harm.

We operate in a global environment, and our activities straddle multiple jurisdictions and complex regulatory frameworks with increased enforcement activities worldwide. Our governance and compliance processes may not prevent future breaches of law, accounting and/or governance standards. We may be subject to breaches of our Code of Ethics, business conduct protocols and instances of fraudulent behavior and dishonesty by our employees, contractors or other agents. Our failure to comply with applicable laws and other standards could subject us to fines, loss of operating licenses and reputational harm, which may materially and adversely affect us.

Some of our operations depend on joint ventures, consortia and other forms of cooperation, and our business could be adversely affected if our partners fail to observe their commitments.

We currently operate parts of our business through joint-ventures and consortia with other companies. We have, among others, established a joint-venture with an Asian consortium at our 60% consolidatedjoint-controlled investee Nacional Minérios S.A., or Namisa, to mine iron ore; a joint-venture with other Brazilian steel and mining companies at MRS Logística S.A., or MRS, to explore railway transportation in the Southeastern region of Brazil, a joint-venture with certain Brazilian governmental entities at Transnordestina Logística S.A., or TLSA, to explore railway transportation in the Northeastern region of Brazil a joint-venture with Tractebel Energia S.A. and ItambeCia. de Cimento Itambé at Itá Energética S.A., or ITASA, to produce electricity, and a consortium with Vale S.A., Votorantim Metais Zinco S.A., CEMIG Geração e Transmissão S.A. and Anglo Gold Ashant Córrego do Sítio Mineração S.A. at Igarapava Hydroelectric Power Plant to produce electricity.


Table of Contents

Our forecasts and plans for these joint-ventures and consortia assume that our partners will observe their obligations to make capital contributions, purchase products and, in some cases, provide managerial personnel or financing. In addition, many of the projects contemplated by our joint-ventures or consortia rely on financing commitments, which contain certain preconditions for each disbursement. If any of our partners fails to observe their commitments or we fail to comply with all preconditions required under our financing commitments or other partnership arrangements, the affected joint-venture, consortium or other project may not be able to operate in accordance with its business plans, or we may have to increase the level of our investment to implement these plans. In addition, certain of our joint-venture agreements also provide for customary dispute and deadlock resolution mechanisms, as well as put and call options exercisable under certain circumstances, which may require us to incur substantial disbursements. Any of these events may have a material adverse effect on us.

Our mineral reserve estimates may materially differ from the mineral quantities that we may be able to actually recover; our estimates of mine life may prove inaccurate; and market price fluctuations and changes in operating and capital costs may render certain ore reserves uneconomical to mine.mine; and we may face rising extraction costs or investment requirements over time as our reserves deplete.

Our reported ore reserves are estimated quantities of ore and minerals that we have determined can be economically mined and processed under present and anticipated conditions to extract their mineral content. There are numerous uncertainties inherent in estimating quantities of reserves and in projecting potential future rates of mineral production, including many factors beyond our control. Reserve engineering involves estimating deposits of minerals that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and engineering and geological interpretation and judgment. As a result, no assurance can be given that the indicated amount of ore will be recovered or that it will be recovered at the rates we anticipate. Estimates of different engineers may vary, and results of our mining and production subsequent to the date of an estimate may lead to revision of estimates. Reserve estimates and estimates of mine life may require revision based on actual production experience and other factors. For example, fluctuations in the market prices of minerals and metals, reduced recovery rates or increased operating and capital costs due to inflation, exchange rates or other factors may render proven and probable reserves uneconomic to exploit and may ultimately result in a restatement of reserves.

In addition, reserves are gradually depleted in the ordinary course of our exploration activities. As mining progresses, distances to the primary crusher and to waste deposits becomes longer and pits become steeper. Also, for some types of reserves, mineralization grade decreases and hardness increases at increased depths. As a result, over time we may experience rising unit extraction costs with respect to each mine, or we may need to make additional investments, including adaptation or construction of processing plants and expansion or construction of tailing dams. Our exploration programs may also fail to result in the expansion or replacement of reserves depleted by currentproduction. If we do not enhance existing reserves or develop new operations, we may not be able to sustain our current level of production beyond the remaining lives of our existing mines. See “Item 4B—Business Overview—Our Mining Segment—Mineral Reserves.”


table of contents

We may not be able to adjust our mining production volume in a timely or cost-efficient manner in response to changes in demand.

Revenues from our mining business represented in 2009, 20102011, 2012 and 2011,2013, respectively, 17%35%, 24%26% and 35%27% of our total net revenues. Our ability to rapidly increase production capacity is limited, which could render us unable to fully satisfy demand for our products. When demand exceeds our production capacity, we may meet excess customer demand by purchasing iron ore from unrelated parties and reselling it, which would increase our costs and narrow our operating margins. If we are unable to satisfy excess customer demand in this way, we may lose customers. In addition, operating close to full capacity may expose us to higher costs, including demurrage fees due to capacity restraints in our logistics systems.

Conversely, operating at significant idle capacity during periods of weak demand may expose us to higher unit production costs since a significant portion of our cost structure is fixed in the short-term due to the high capital intensity of mining operations. In addition, efforts to reduce costs during periods of weak demand could be limited by labor regulations or existing labor or government agreements.

Adverse economic developments in China could have a negative impact on our revenues, cash flow and profitability.

China has been the main driver of global demand for minerals and metals over the last few years.  In 2011, Chinese demand represented 61% of global demand for seaborne iron ore.  The percentage of our iron ore sales volume to consumers in China was 33% in 2011. A contraction of China’s economic growth could result in lower demand for our products, leading to lower revenues, cash flow and profitability.  Poor performance in the Chinese real estate sector, one of the largest consumers of carbon steel in China, could also negatively impact our results.

Drilling and production risks could adversely affect the mining process.

Once mineral deposits are discovered, it can take a number of years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial time and expenditures are required to:


Table of Contents

·      establish mineral reserves through drilling;

·      determine appropriate mining and metallurgical processes for optimizing the recovery of metal contained in ore;

·      obtain environmental and other licenses;

·      construct mining, processing facilities and infrastructure required for greenfield properties; and

·      obtain the ore or extract the minerals from the ore.

If a mining project proves not to be economically feasible by the time we are able to profit from it, we may incur substantial losses and be obliged to take write-offs. In addition, potential changes or complications involving metallurgical and other technological processes arising during the life of a project may result in delays and cost overruns that may render the project not economically feasible.

Natural and other disasters could disrupt our operations

Our business and operating results could be negatively impacted by social, technical and/or physical risks such as flooding, fire, power loss, loss of water supply, leakages, accidents, telecommunications and information technology system failures, as well as political and politicaleconomic instability, including a global economic slowdown. For example, flooding in Australia at the end of 2010 affected global coal supply and consequently increased our raw material costs. In addition, heavy rainfall in the Southeast Region of Brazil could affect our iron ore and logistics operations and consequently our revenues. Such events could affect our ability to conduct our business operations and, as a result, reduce our operating results and materially and adversely affect us.

We may not be able to consummate proposed acquisitions successfully or integrate acquired businesses successfully.

From time to time, we may evaluate acquisition opportunities that would strategically fit our business objectives. If we are unable to complete acquisitions, or integrate successfully and develop these businesses to realize revenue growth and cost savings, our financial results could be adversely affected. Acquisitions also pose the risktherisk that we may be exposed to successor liability involving an acquired company. Due diligence conducted in connection with an acquisition, and any contractual guarantees or indemnities that we receive, may not be sufficient to protect us from, or compensate us for, actual liabilities. A material liability associated with an acquisition, such as labor-labor or environmental-related,environmental liability, could adversely affect our reputation and financial performance and reduce the benefits of the acquisition.


table of contents

In addition, we may incur asset impairment charges related to acquisitions, which may reduce our profitability. Finally, ourOur acquisition activities may also present financial, managerial and operational risks, including diversion of management attention from existing core businesses, difficulties integrating or separating personnel, and financial and other systems, failure to achieve the operational benefits that were anticipated at the time of the transaction, adverse effects on existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees of acquired businesses, and indemnities and potential disputes with the buyers or sellers. Finally, proposed acquisitions may also be subject to review from the competition authorities of the countries involved in the transaction, which may approve such transaction, approve such transaction with restrictions, including the divestment of assets, or reject it. Any of these activities or adverse regulatory decisions could negatively affect our reputation, product sales, financial condition andand/or results of operations.

We have a substantial amount of indebtedness, which could make it more difficult or expensive  to refinance our maturing debt and /or incur new debt.

As of December 31, 2011, our total debt outstanding amounted to R$28,067 million, consisting of R$2,735 million of short-term debt and R$25,332 million of long-term debt. See “Item 5B. Liquidity and Capital Resources” and “Item 18. Financial Statements.”  Although we had R$15,417 million of cash and cash equivalents as of December 31, 2011, our planned investments in all of our business segments will require a significant amount of cash over the course of 2012 and following years. See “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments.”


Table of Contents

The level of our indebtedness could affect our credit rating and ability to obtain any necessary financing in the future and increase our cost of borrowing. In these and other circumstances, servicing our indebtedness may use a substantial portion of our cash flow from operations, which could make it more difficult for usto make payments of dividends and other distributions to our shareholders, including the holders of our ADSs, and adversely affect our financial condition and results of operations.

We have experienced labor disputes in the past that have disrupted our operations, and such disputes may recur.

A substantial number of our employees and some of the employees of our subcontractors are represented by labor unions and are covered by collective bargaining or other labor agreements, which are subject to periodic renegotiation. Strikes and other labor disruptions at any of our facilities or labor disruptions involving third parties who may provide us with goods or services, have in the past and may in the future materially and adversely affect the operation of our facilities, or the timing of completion and the cost of our projects.

We are exposed to the risk of litigation

We are currently and may in the future be a party to legal proceedings and claims. For some of these legal proceedings and claims, we have not established any provision on our balance sheet or have only established provisions for part of the amounts in question, based on our external counsel’s judgment as to the likelihood of an outcome favorable to us.

Although we are contesting such proceedings and claims, the outcome of each specific proceeding and claim is uncertain and may result in obligations that could materially and adversely affect our business and the value of our shares and ADSs. See “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings” for additional information.

Risks Relating to our Common Shares and ADSs

Our controlling shareholder has the ability to direct our business and affairs and its interests could conflict with yours.

Our controlling shareholder has the power to, among other things, elect a majority of our directors and determine the outcome of any action requiring shareholder approval, including transactions with related parties, corporate reorganizations, acquisitions, dispositions, the destination and diversification of our investments, and the timing and payment of any future dividends, subject to minimum dividend payment requirements imposed under Brazilian Corporate Law. Our controlling shareholder may have an interest in pursuing acquisitions, dispositions, financings or similar transactions that could conflict with your interests as a holder of our common shares and ADSs. For a description of our ownership structure, see “Item 7A. Major Shareholders.”


table of contents

If you surrender your ADSs and withdraw common shares, you risk losing the ability to remit foreign currency abroad and certain Brazilian tax advantages.

As an ADS holder, you benefit from the electronic certificate of foreign capital registration obtained by the custodian for our common shares underlying the ADSs in Brazil, which permits the custodian to convert dividends and other distributions with respect to the common shares into non-Brazilian currency and remit the proceeds abroad. If you surrender your ADSs and withdraw common shares, you will be entitled to continue to rely on the custodian’s electronic certificate of foreign capital registration for only five business days from the date of withdrawal. Thereafter, upon the disposition of, or distributions relating to, the common shares, you will not be able to remit abroad non-Brazilian currency unless you obtain your own electronic certificate of foreign capital registration or you qualify under Brazilian foreign investment regulations that entitle some foreign investors to buy and sell shares on Brazilian stock exchanges without obtaining separate electronic certificates of foreign capital registration. If you do not qualify under the foreign investment regulations you will generally be subject to less favorable tax treatment of dividends and distributions on, and the proceeds from any sale of, our common shares. For more information regarding exchange controls, see “Item 10.D. Exchange Controls.” If you seek to obtain your own electronic certificate of foreign capital registration, you may incur expenses or suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to our common shares or the return of your capital in a timely manner. The depositary’s electronic certificate of foreign capital registration may also be adversely affected by future legislative changes.

Holders of ADSs may not be able to exercise their voting rights.

Holders of ADSs may only exercise their voting rights with respect to the underlying common shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, ADS holders must vote by giving voting instructions to the depositary. Upon receipt of the voting instructions of the ADS holder, the depositary will vote the underlying common shares in accordance with these instructions. If we ask for voting instructions, the depositary will notify ADS holders of the upcoming vote and will arrange to deliver the proxy card. We cannot assure that ADS holders will receive the proxy card in time to ensure that they can instruct the depositary to vote. In addition, the depositary and its agents are not liable for failing to carry out voting instructions or for themannerthe manner of carrying out voting instructions. Alternatively, ADS holders can exercise their right to vote by surrendering their ADSs for cancellation in exchange for our common shares. Pursuant to our bylaws, the first call for a shareholders’ meeting must be published at least 15 days in advance of the meeting, and the second call must be published at least eight days in advance of the meeting. When a shareholders’ meeting is convened, holders of ADSs may not receive sufficient advance notice to surrender their ADSs in exchange for the underlying common shares to allow them to vote with respect to any specific matter. As a result, holders of ADSs may not be able to exercise their voting rights.


Table of Contents

The relative volatility and illiquidity of the Brazilian securities markets may substantially limit your ability to sell the common shares underlying the ADSs at the price and time you desire.

Investing in securities that trade in emerging markets, such as Brazil, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Brazilian securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States. The ten largest companies in terms of market capitalization represented 51.8% of the total market capitalization of the BM&FBOVESPA as of December 31, 2013. The top ten stocks in terms of trading volume accounted for 36.9%, 43.0% and 47.2% of all shares traded on the BM&FBOVESPA in 2013, 2012 and 2011, respectively. Accordingly, although you are entitled to withdraw the common shares underlying the ADSs from the depositary at any time, your ability to sell the common shares underlying the ADSs at a price and time at which you wish to do so may be substantially limited.  There is also significantly greater concentration in the Brazilian securities market than in major securities markets in the United States.  The ten largest companies in terms of market capitalization represented 53.1% of the total market capitalization of the BM&FBOVESPA as of December 31, 2011.  The top ten stocks in terms of trading volume accounted for 47.2%, 48.8% and 50.9% of all shares traded on the BM&FBOVESPA in 2011, 2010 and 2009, respectively.

Holders of ADSs may be unable to exercise preemptive rights with respect to our common shares.

We may not be able to offer our common shares to U.S. holders of ADSs pursuant to preemptive rights granted to holders of our common shares in connection with any future issuance of our common shares unless a registration statement under the Securities Act is effective with respect to such common shares and preemptive rights, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement relating to preemptive rights with respect to our common shares or to undertake steps that may


table of contents

be needed to find exemptions from registration available, and we cannot assure you that we will file any such registration statement or take any such steps. If such a registration statement is not filed and an exemption from registration does not exist, The JP Morgan Chase Bank, N.A., as depositary, may attempt to sell the preemptive rights, and you will be entitled to receive the proceeds of such sale. However, these preemptive rights will expire if the depositary does not sell them, and U.S. holders of ADSs will not realize any value from the granting of such preemptive rights. Fora more complete description of preemptive rights with respect to the underlying shares, see “Item 10B. Memorandum and Articles of Association—Preemptive Rights.” 

Item 4. Information on the Company

4A. History and Development of the Company

History

Companhia Siderúrgica Nacional is a Brazilian corporation (sociedade por ações) incorporated in 1941 pursuant to a decree of the Brazilian Presidentpresident at the time, Getúlio Vargas. The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the Statestate of Rio de Janeiro, started the production of coke, pig iron and steel products in 1946.

Three major expansions were undertaken at Also in 1946, we incorporated both the Presidente Vargas Steelworks duringCasa de Pedra Mine, located in Congonhas, Minas Gerais, and the 1970sArcos Mine, located in Arcos, Minas Gerais. The Casa de Pedra Mine assures us self-sufficiency in iron ore, whereas the Arcos Mine meets all our needs for flux, limestone and 1980s. These were completed in 1974, 1977 and 1989 and increased installed annual production capacity to 1.6 million tons, 2.4 million and 4.5 million tons of crude steel, respectively.dolomite.

The Company was privatized through a series of auctions held in 1993 and early 1994, through which the Brazilian government sold its 91% ownership interest.


Table of Contents

Between 1993 and 2002, we implemented a capital improvement program aimed at increasing our annual production of crude steel, improving the quality of our products and enhancing our environmental protection and cleanup programs. As part of the investments, since February 1996, all our production has been based on the continuous casting process, rather than ingot casting, which involved an alternative method that resulted in higher energy use and metal loss. From 1996 until 2002, we spent the equivalent of US$U.S.$2.4 billion on the capital improvement program and on maintaining our operational capacity, culminating with the renovation of Blast Furnace No. 3 and Hot Strip Mill No. 2 in 2001. These measures resulted in the increase of our annual production capacity to 5.6 million tons of crude steel and 5.1 million tons of rolled products.

In 2007, CSN started to sell iron ore in the seaborne market. We are now an important exporter of iron ore, drawing from our high quality iron ore reserves in the Casa de Pedra and Namisa mines, located in the state of Minas Gerais. We also own the concession to operate the Terminal de Carvão, orTECAR, the solid bulks terminal, located in Itaguaí Port in the state of Rio de Janeiro, through which we export iron ore and import coal and coke.

In 2009, we entered the cement market with our first grinding mill, next to the Presidente Vargas Steel Mill in Volta Redonda, Rio de Janeiro, taking advantage of the synergies with our steel business.

In order to diversify our product portfolio, we entered in the long steel market in 2012, with the acquisition of Stahlwerk Thüringen Gmbh, orSWT, a long steel manufacturer located in Unterwellenborn, Germany.

In addition to the production of flat steel, a new plant for production of long steel products has been installed at Volta Redonda and started assisted operations in December 2013. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products. We expect this plant to reach 500,000 t/year when fully operational, providing the domestic market with products for civil construction.

General

We are one of the largest fully integrated steel producers in Brazil and Latin America in terms of crude steel production. Our current annual crude steel capacity and rolled product capacity at the Presidente Vargas Steelworks is 5.6 million and 5.1 million tons, respectively. In 2011,At the Presidente Vargas Steelworks, production of crude steel andincreased by 2% as compared to 2012, while the production of rolled steel products amounted to 4.9 million tons and 4.7 million tons respectively, both stabledecreased 2% when compared to 2010.2012. We also operate in the mining, cement, logistics and energy businesses, which have become increasingly important to our operations and growth.


table of contents

Steel

Our fully integrated manufacturing facilities at the Presidente Vargas Steelworks produce a broad line of steel products, including slabs, hot- and cold-rolled, galvanized and tin mill products for the distribution, packaging, automotive, home appliance and construction industries. In 2010, we accounted for approximately 46% of the coated steel products market in Brazil. We are also one of the world’s leading producers of tin mill products for packaging containers, and were responsible for approximately 100% of the market share in Brazil in 2010. Market share information for 2011 was not yet available as of the date of this annual report.

Our production process is based on the integrated steelworks concept. Below is a brief summary of the steel making process at our Presidente Vargas Steelworks:

  • Iron ore produced from our own mines is processed in continuous sintering machines to produce sinter;
  • Sinter and lump ore direct charges are smelted with lump coke and injected powdered coal in blast furnaces to produce pig iron;
  • Pig iron is then refined into steel via basic oxygen converters;
  • Steel is continuously cast in slabs; and
  • Slabs are then hot rolled, producing hot bands that are coiled and sent to finishing facilities.

We currently obtain all of our iron ore, limestone and dolomite requirements, and a portion of our tin requirements from our own mines. Using imported coal, we produce approximately 75%56.8% of our coke requirements at current production levels in our own coke batteries at Volta Redonda. Imported coal is also pulverized and used directly in the pig iron production process. Zinc, manganese ore, aluminum and a portion of our tin requirements are purchased in local markets. Our steel production and distribution processes also require water, industrial gases, electricity, rail and road transportation, and port facilities.

On January 31, 2012, in an effort to strengthen our position in the long steel segment, we acquired SWT for €483.4 million. SWT is a long steel producer in Germany with annual production capacity of approximately 1.1 million tons of steel profiles.

In addition to the production of flat steel, a new plant for production of long steel products has been installed at Volta Redonda and started assisted operations in December 2013. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products. We expect this plant to reach 500,000 t/year when fully operational, providing the domestic market with products for civil construction.

Mining

We own a number of high quality iron ore mines, all located within Brazil’s Iron Ore Quadrangle (Quadrilátero Ferrífero), in the state of Minas Gerais, including the Casa de Pedra mine, located in Congonhas, and we have a jointly-controlled investee, Namisa, – Nacional Minérios S.A.which includes the Fernandinho mines, (Fernandinho, located in Itabirito, Engenho and Engenho, also located in Congonhas).Congonhas. Our mining assets also include TECAR, a solid bulks seaport terminal, located in Itaguaí Port in the state of Rio de Janeiro, Mineração Bocaina, located in Arcos, in the state of Minas Gerais, which produces dolomite and limestone and Estanho de Rondônia S.A.  (ERSA), which mines and casts tin,or ERSA, located in Ariquemes, in the state of Rondônia.nia, which mines and casts tin.


Table of Contents

Logistics

Our verticalization strategy and intense synergies among the Company'sour business units are strongly dependent on the logistics created to guarantee the transportation of the inputs at a low operating cost. A number of railroadsrailways and port terminals make up the logistics system integrating CSN'sour mining, steelmaking and cement units.

CSN managesWe manage two port terminals at Itaguaí, in Rio de Janeiro, one for bulk solids (TECAR) and one for containers (Sepetiba Tecon).

CSNWe also hashave interests in twothree railways: we share control in MRS Logística, which operates the former Southeast Network of the Federal RailroadRailway Network, along the Rio de Janeiro-São Paulo-Belo Horizonte axis, and theaxis; we also have an interest in jointly-controlled investee Transnordestina Logística S.A., whose Novaor TLSA; and we control Ferrovia Transnordestina project will connectLogística S.A, or FTL, which operates the interior of northeast Brazil to Pecém and Suape Ports, with an extension of 1,728km of track.former Northeastern Railway System, or RFFSA.

Cement


CSN

table of contents

We entered the cement market in May 2009, driven by the high synergy with itsour current business. This segment takes advantage of the slag generated by our blast furnaces and of our limestone reserves, located in the city of Arcos, in the state of Minas Gerais. Limestone is used to produce clinker,clinker. Clinker and slag account for approximately 95% ofare the cost ofmain inputs in cement production.

CSN plansWe plan to increase itsour market share in the cement segment in Brazil in order to diversify itsour product mix and markets, reducing risks and adding value for itsour shareholders.

Energy

CSN isWe are one of Brazil’s largest industrial electric power consumers. Since 1999, we have invested in power generation projects in order to ensure self-sufficiency. Our electrical assets include: (i) CSN’s 29.5% stake in the Itá Hydroelectric Power Plant, in Santa Catarina, corresponding to 167 MW, through a 48.75% equity interest in Itá Energética S.A.;ITASA; (ii) CSN’s 17.9% interest in the 210-MW Igarapava Hydroelectric Power Plant in Minas Gerais, corresponding to 23 MW; and (iii) a 238235.2 MW cogeneration thermoelectric power plant in Presidente Vargas Steelworks, which is fueled by the waste gases from the steel production process. These three plants give CSN an average generation capacity of 428425 MW, supplying the group’s total need for power.  

Other Information

CSN’s legal and commercial name is Companhia Siderúrgica Nacional. CSN is organized for an unlimited period of time under the laws of the Federative Republic of Brazil. Our head offices are located at Av. Brigadeiro Faria Lima, 3400, 19th and 20th floors and 15thfloor - part, Itaim Bibi, São Paulo, Brazil, CEP 04538-132, and our telephone number is +55-11-3049-7100. CSN’s agent for service of process in the United States is CT Corporation, with offices at 111 Eighth Avenue, New York, New York 10011.

4B. Business Overview

Competitive Strengths

We believe that we have the following competitive strengths:

Fully integratedIntegrated business model.We believe we are one of the mostan almost fully integrated steelmakers in the world.steelmaker. This is due to our captive sources of raw materials, especiallyprincipally iron ore, and access toour owned infrastructure, such as railroadsrailways and deep-sea water port facilities.We own a number of high quality iron ore mines, all located within Brazil’s Iron Ore Quadrangle (Quadrilátero Ferrífero), in the State of Minas Gerais, which differentiatesdistinguishing us from our main competitors in Brazil thatwhich purchase their iron ore from mining companies such as Vale S.A., or Vale. In addition to our iron ore reserves, we have captive dolomite and limestone mines that supply our Presidente Vargas Steelworks. Our steelworks are close to the main steel consumer centers in Brazil, with easy access to port facilities and railroads. See “Item 4B. Business Overview—“—Our mining segment” and “Item 4D—Property Plant and Equipment.”


Table of Contents

Profitable mining business.Our mining business has received investmentsWe have in recent years invested significantly in our mining business, placing CSN in a prominent positionamong the country’s leading mining firms. Additional investments willIn a first expansion phase, we plan to increase Casa de Pedra’s production capacity to approximately 89 mtpy, including third party purchases, thereby strengthening CSN’s position as an important player in40 million tons per year, and we expanded the global iron ore market. shipment capacity of TECAR, our cargo terminal in Port of Itaguaí, to 45 million tons in 2013.

The Company has high-quality iron ore reserves throughin the Casa de Pedra mine and Namisa mines (Engenho and Fernandinho), bothall located in Minas Gerais. Our mining activities provide strong revenue generation, and have significantly increased in the last five years.generation. We sold 10.5 million tons in 2007, 18.5 million tons in 2008, 17.5 million tons in 2009,, 18.6 million tons in 2010, and 23.8 million tons in 2011, (considering20.2 million tons in 2012 and 21.5 million tons in 2013 (taking into account our proportional interest in Namisa throughout this period). The company’s mining assets also include TECARa solid bulks seaport terminal,with a capacity for 3045 mtpy, located in Itaguaí Port (RJ), Mineração Bocaina, located in Arcos (MG), which produces dolomite and limestone and Estanho de Rondônia SA (ERSA),ERSA, which mines and casts tin.

Thoroughly developed transport infrastructure.We have a thoroughly developed transport infrastructure, fromconnecting our iron ore mine to our steel mill and to our ports. Our steelworksThe Presidente Vargas Steelworks facility is located next to railroad systemsrailway and port facilities,systems, facilitating the supply of raw materials, the shipment of our production and easy access to our principal clients. Our steelworks are close to the main steel consumer centers in Brazil, with easy access to port facilities and railway. The concession for the main railroad usedrailway we use and operated by usoperate is owned by MRS, a


table of contents

company in which we hold directly and indirectly, a 33.27% ownership interest. The railway connects our Casa de Pedra mine to the Presidente Vargas Steelworks and to our terminals at Itaguaí Port, which handles our iron exports and most of our steel exports. Since we obtained the concession to operate MRS railway, in 1996, we have significantly improved its tracks and developed its business, with strongincreased cash generation. We also own concessions to operate two deep-sea water terminals fromthrough which we export our products, and import coal and small amounts of coke, which are the only important raw materials that we need to purchase from third parties.

Self-sufficiency in energy generation.We are self-sufficient in energy, through our interests in the hydroelectric plants of Itá and Igarapava, andas well as our own thermoelectric plant inside the Presidente Vargas Steelworks. We also sell the excess energy we generate in the energy market. Our 238235.2 MW thermoelectric cogeneration plant provides the Presidente Vargas Steelworks with approximately 60% of its energy needs infor its steel mills, using as its primary fuel the waste gases generated by our coke ovens, blast furnaces and steel processing facilities. We holda 29.5% stake in the Itá Hydroelectric Power Plant, in Santa Catarina through a 48.75% equity interest in Itá Enérgetica S.A., or ITASA.. This ownership grants usan installed capacityassured energy of 167 MW, proportional to our interests in the project, pursuant to 30-year power purchase agreements at a fixed price per megawatt hour, adjusted annually for inflation. In addition, we own 17.9% of the Igarapava hydroelectric plant, with 210 MW fully installed capacity. We have been using part of our 23 MW takeof assured energy from Igarapava to supply energy to the Casa de Pedra and Arcos mines.

Low cost structure.As a result of our fully integrated business model, our thoroughly developed transportation infrastructure and our self-sufficiency in energy generation, we have been consistently generating high margins. Other factors that lead to these margins are the strategic location of our steelworks facility, the use of state of the art technology and our well qualified work force.

Diverse product portfolio and product mix.We have a diversified flat steel product mix that includes hot-rolled, cold-rolled, galvanized and steel tin mill products, in order to meet a wide range of customer needs across all steel consuming industries. We focus on selling high marginhigh-margin products, such as tin plate,tin-coated, pre-painted, galvalume and galvanized products in our product mix.products. Our galvanized product providesproducts provide material for exposed auto parts, using hot-dip galvanized steel and laser-welded blanks. Our CSN Paraná branch provides us with additional capacity to produce high-quality galvanized, galvalume and pre-painted steel products for the construction and home appliance industries. In addition, our distribution subsidiary, Prada, the largest flat steel distributor in Brazil, offersprovides a strong sales channel in the domestic market, enabling us to meet demand from smaller customers, thus creating a strongan important presence in this market.

Strong presence in domestic market and strategic international exposure for steel products.We have a strong presence in the domestic market for steel products, with 86%representing 76% of our steel sales in the domestic market.In 2010, we accounted for approximately 46% of the market in Brazil for coated steel products and 100% of the market in Brazil for tin mill products. Market share information for 2011 was not yet available as of the date of this annual report.In addition, we use our subsidiaries CSN LLC and Lusosider also as sales channels for our flat steel products in the United States and in Europe, with 10.0%approximately 9% of our total sales in 2011 and 2010.2013. Direct exportsexports accounted for 4%3% of our total sales in 2013. In 2012 we acquired SWT, a long steel producer in Germany with annual production capacity of approximately 1.1 million tons of steel profiles, strengthening our steel products mix and geographical diversification. In 2013, SWT accounted for 12% of our total sales.


Table of Contents

Strategies

Our goal is to increase value for our shareholders by further benefiting from our competitive cost advantages, maintaining our position as one of the world’s lowest-cost steel producers, becoming an important iron ore global player, developing our cement business and optimizing our infrastructure assets (including ports, railways and power generating plants). To achieve this goal we developed specific strategies for each of our business segments, as described below.

Steel

The strategy for our steel business involves:

ü A focus on the domestic market, in which we have historically recorded higher profit margins and increased competitiveness, by expanding our market share in flat steelssteel and entering in the Brazilian long steel market;


table of contents

ü ConstantThe constant pursuit of operational excellence, by developing and implementing cost reduction projects (e.g. pellet plant and energy efficiency) and programs (e.g.(e.g, internal logistic optimization, inventory reduction, project development and implementation disciplines);

ü EmphasisAn emphasis on high value-addedmargin coated steel products, such as galvanized, pre-painted and tin-coated steel;tin plate;

ü Exploring synergies by using our flat steel distribution network and product portfolio to accelerate entrance into the domestic long steel market; and

ü IncreaseIncreasing market share by expanding our services and distribution network.network;

üGeographical diversification through our flat and long steel facilities abroad.

For information on planned investments relating to our steel activities, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”Investments.”  

Mining

In order to strengthen our position in the iron ore market, we plan to expand our mining assets, Casa de Pedra and Namisa, and search for investment opportunities, primarily in mines in operation or in an advanced stage of development.

We expect in the next yearsIn a first expansion phase, we plan to reach an annualincrease Casa de Pedra’s production level of approximately 89 mtpy of iron ore products, including third party purchases, which represents roughly three times the production observed in 2011, by increasing capacity to 50 mtpy in Casa de Pedra40 million tons per year, and 33 mtpy in Namisa, thereby strengthening CSN’s position as an important player inwe expanded the iron ore worldwide market.

To sustain this growth, we will increaseshipment capacity inof TECAR, our solid bulkscargo terminal in Itaguai Port from 30 mtpyof Itaguaí, to 84 mtpy and we are also analyzing the possibility of increasing capacity beyond 84 mtpy. We are also studying seaborne shipping opportunities, focused on increasing our competitiveness45 million tons in the Asian market.

2013. In order to maximize the profitability of our product portfolio, we will also focus on pellet and pellet-feed, by using Itabirito’s deposits and investing with strategic partners and clients in pellet capacity.

For information on planned investments relating to our mining activities, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”.  Investments.”

Logistics

We expect to take advantage of and expand our current logistics capabilities, including our integrated infrastructure operations of railways and ports.


Table of Contents

In addition to investments in TECAR, we will strengthen Sepetiba TECON, our container terminal, in order to accommodate larger ships, increasing its capacity and competitiveness by adding services to develop client loyalty.

In terms of railways, we plan to continue the implementation of our Transnordestina project and explore its logistic potential through terminals and regional cargo, focusing on iron ore, agricultural, gypsum and fuel. We also plan to invest in increasing our efficiency and capacity in the south of Brazil through our interest in MRS.

We intend to continue to improve the delivery of our products in the domestic market (mainly steel and cement), with low cost and efficiency by integrating and increasing the use of rail transportation, and by providing more distribution centers.

In addition to investments in TECAR, we will strengthen Sepetiba TECON, our container terminal, in order to accommodate larger ships, increasing its capacity and competitiveness by adding services to strengthen client loyalty.

In terms of railways, the Transnordestina Logística project is being developed to explore a logistic potential through terminals and regional cargo, focusing on iron ore, agricultural commodities, gypsum and fuel. We also plan to invest in increasing our efficiency and capacity in the south of Brazil through our interest in MRS.

On September 20, 2013 we entered into an investment agreement with our partners in TLSA, Valec Engenharia, Construções e Ferrovias S.A. and Fundo de Desenvolvimento do Nordeste – FDNE, two Brazilian federal government entities focused on infrastructure and the development of the northeastern region, to implement the partial spin-off of TLSA. The operation was part of a business reorganization and resulted in the segregation of the assets of the Northeastern railway system into two systems: (i) Railway System I, operated by FTL, comprising the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins and (ii) the Railway System II, operated by TLSA, comprising the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém.


table of contents

As a result of the partial spin-off and the subsequent entry into effect of the new shareholders’ agreement, control of TLSA is now shared with other shareholders, who have veto rights over certain important corporate decisions. As a result, we ceased to consolidate TLSA and began recognizing it in accordance with the equity accounting method. See “Item 4B. Business—Our Logistics Segment—Railways—Northeastern Railway System.”

Cement

Our cement business strategy involves the utilization of the limestone reserves in our Arcos mine and the slag generated by CSN’sour blast furnaces in our cement plant in Volta Redonda, inaugurated in 2009, with capacity for producingto produce 2.4 million tons per year. In 2011, CSN alsowe began producing clinker in the Arcos plant with the aim of reducing itsour production costs. We are evaluating other organic growth initiativesintend to expand our annualcement production capacity by an additional 3to 5.4 million tons per year over the next few years. We expect that the additional 3.0 million tons per year capacity will come from a new plant that will be integrated with a grinding unit and clinker furnace in order to capture the strong growth expected with the Soccer World Cup of 2014 and the Olympic Games in Rio de Janeiro in 2016, in addition to the expected strong pace of construction of new housing units and commercial and infrastructure projects. Arcos, where we already operate a clinker furnace, using limestone from our own mine.

For information on planned investments relating to our cement activities, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”. Investments.”

Additional Investments

In addition to the currently planned investments and capital expenditures, we continue to consider possible acquisitions, joint ventures and brownfield or greenfield projects to increase or complement our steel, cement and mining production and logistics capabilities, logistics infrastructure and energy generation.

Our Steel Segment

We produce carbon steel, which is the world’s most widely produced type of steel, representing the vast bulk of global consumption. From carbon steel, we sell a variety of products, both domestically and abroad, to manufacturers in several industries.

Flat Steel


table of contents

Table of Contents

The following chart reflects our flat steel production cycle in general terms.

fp22a

 

 

Our Presidente Vargas Steelworks produces flat steel products — slabs, hot-rolled, cold-rolled, galvanized and tin mill products. For further information on our production process, see “—Product Process.”

Slabs

Slabs are semi-finished products used for processing hot-rolled, cold-rolled or coated coils and sheet products. We are able to produce continuously cast slabs with a standard thickness of 250 millimeters, widths ranging from 830 to 1,600 millimeters and lengths ranging from 5,250 to 10,500 millimeters. We produce high, medium and low carbon slabs, as well as micro-alloyed, ultra-low-carbon and interstitial free slabs.

Hot-Rolled Products

Hot-rolled products include heavy and light-gauge hot-rolled coils and sheets. A heavy gauge hot-rolled product, as defined by Brazilian standards, is a flat-rolled steel coil or sheet with a minimum thickness of 5.01 millimeters. We are able to provide coils of heavy gauge hot-rolled sheet having a maximum thickness of 12.70 millimeters used to manufacture automobile parts, pipes, mechanical construction and other products. LightWe produce light gauge hot-rolled coils and sheets produced by us havewith a minimum thickness of 1.20 millimeters, andwhich are used for welded pipe and tubing, automobile parts, gas containers, compressor bodies and light cold-formed shapes, channels and profiles for the construction industry.

Cold-Rolled Products

Cold-rolled products include cold-rolled coils and sheets. A cold-rolled product, as defined by Brazilian standards, is a flat cold-rolled steel coil or sheet with thickness ranging from 0.30 millimeters to 3.00 millimeters. Compared to hot-rolled products, cold-rolled products have more uniform thickness and better surface quality and are used in applications such as automotive bodies, home appliances and construction. In addition, cold-rolled


table of contents

products serve as the base for galvanized and tin mill products. We supply cold-rolled coils in thicknesses of between 0.30 millimeters and 2.99 millimeters.

 


Table of Contents

Galvanized Products

Galvanized products are comprised of flat-rolled steel coated on one or both sides with zinc or a zinc-based alloy applied by either a hot-dip or an electrolytic process. We use the hot-dip process, which is approximately 20% less expensive than the electrolytic process. Galvanizing is one of the most effective and low-cost processes used to protect steel against corrosion caused by exposure to water and the atmosphere. Galvanized products are highly versatile and can be used to manufacture a broad range of products, such as:

·        bodies for automobiles, trucks and buses;

·        manufactured products for the construction industry, such as panels for roofing and siding, dry wall and roofing support frames, doors, windows, fences and light structural components;

·        air ducts and parts for hot air, ventilation and cooling systems;

·        culverts, garbage containers and other receptacles;

·        storage tanks, grain bins and agricultural equipment;

·        panels and sign panels; and

·        pre-painted parts.

Galvanized sheets, both painted and bare, are also frequently used for gutters and downspouts, outdoor and indoor cabinets, all kinds of home appliances and similar applications. We produce galvanized sheets and coils in continuous hot-dip processing lines, with thickness ranging from 0.30 millimeters to 3.00 millimeters. The continuous process results in products with highly adherent and uniform zinc coatings capable of being processed in nearly all kinds of bending and heavy machinery.

In addition to standard galvanized products, we produceGalvanew®, galvanized steel that is subject to a special annealing process following the hot-dip coating process. This annealing process causes iron to diffuse from the base steel into the zinc coating. The resulting iron-zinc alloy coating allows better welding and paint performance. The combination of these qualities makes ourGalvanew® product particularly well suited for manufacturing automobile and home appliance parts including high gloss exposed parts.

At CSN Paraná, one of our branches, we produce galvalume, a cold-rolled material coated with a zinc-aluminum alloy. The production process is similar to hot-dip galvanized coating, and galvalume has at least twice the corrosion resistance of standard galvanized steel. Galvalume is primarily used in outdoor construction applications that may be exposed to severe acid corrosion, like marine uses.

The value added from the galvanizing process permits us to price our galvanized products with a higher profit margin. Our management believes that our value-added galvanized products present one of our best opportunities for profitable growth because of the anticipated increase in Brazilian demand for such high margin products.

Through our branch CSN Paraná, we also produce pre-painted flat steel, which is manufactured in a continuous coating line. In this production line, a layer of resin-based paint in a choice of colors is deposited over either cold-rolled or galvanized base materials. Pre-painted material is a higher value-added product used primarily in the construction and home appliance markets.

Tin Mill Products

Tin mill products consist of flat-rolled low-carbon steel coils or sheets with, as defined by Brazilian standards, a maximum thickness of 0.45 millimeters, coated or uncoated. Coatings of tin or chromium are applied by electrolytic process. Coating costs place tin mill products among the highest priced products that we sell. The added value from


table of contents

the coating process permits us to price our tin mill products with a higher profit margin. There are four types of tin mill products, all produced by us in coil and sheet forms:


Table of Contents

·        Tin plate - coated on one or both sides with a thin metallic tin layer plus a chromium oxide layer, covered with a protective oil film;

·        Tin free steel - coated on both sides with a very thin metallic chromium layer plus a chromium oxide layer, covered with a protective oil film;

·        Low tin coated steel - coated on both sides with a thin metallic tin layer plus a thicker chromium oxide layer, covered with a protective oil film; and

·        Black plate - uncoated product used as the starting material for the coated tin mill products.

Tin mill products are primarily used to make cans and other containers. With six electrolytic coating lines, we are one of the biggest producers of tin mill products in the world and the sole producer of coated tin mill products in Brazil.

Production

Production Process

The principalmain raw materials for steelused in flat production in an integrated steelworks are iron ore, coal,ores, coals, coke, and fluxes likesuch as limestone and dolomite. The iron ore consumed at the Presidente Vargas Steelworks is extracted, crushed, classified, screened (treatment process) and transported by railway from our Casa de Pedra mine, located in the city of Congonhas, in the State of Minas Gerais, 328 km away from the Presidente Vargas Steelworks. The high quality ores mined and sized at Casa de Pedra, with iron content of approximately 60%, and theirits low extraction costs are major contributors to our low steel production costs.

We import all the coalhard coking coals required for coke production because Brazil lacksand PCI coals for the blast furnace process, due to the lack of hard coking and PCI coals with the appropriate quality in Brazil. The hard coking coals. The coal iscoals are then charged in coke batteries to produce coke through a distillation process. See “—Raw Materials and Suppliers—Raw Materials and Energy Requirements.” This coal distillation process also produces coke oven gas as a byproduct, which we use as a main source of fuel for our thermoelectric co-generation power plant. After being screened, coke is transported to blast furnaces, where it is used as a combustion source and also as a component for transformingto transform iron ore into pig iron.to hot metal. In 2011,2013, we produced approximately 62%59% of our coke needs and imported the balance. Coke output was 17% lowerbalance, compared to 2010, due to a revamping of the gas systems of two coke batteries.67 % in 2012.

 At sintering plants, fine-sized iron ore and coke breeze or other fine-sized solid fuels are mixed with fluxes (limestone and dolomite) to produce sinter. The sinter, lump iron ore, iron ore pellets, which are 100% acquired in the domestic market, fluxing materials and coke are then loaded into our two operational blast furnaces for smelting. We operate a pulverized coal injection facility, or PCI, facility, which injectsallows to inject low-cost pulverized coalcoals directly into the blast furnaces, as a substitute forreplacing approximately one-third of the total coke otherwise required.demand.

The iron ore isand iron ore pellets are reduced to pig iron through successive chemical reactions with carbon monoxide (from the coke and PCI) inat the blast furnaces, which operate 24 hours a day. The iron and iron ore ispellets are gradually reduced, then melts and flows downward. Impurities are separated from the ironhot metal to form a liquid slag with the loaded fluxes (limestone and dolomite). From time to time, white-hothot metal (white-hot liquid ironiron) and slag are drawn offdrained from the bottom of the furnace. Slag (containing melted impurities) is granulated and is now being used to produce cement.

The molten pig ironhot metal is transported to the steelmaking shop by 350-ton capacity torpedo cars and charged in basic oxygen furnaces together with scrap and fluxes. InAt the basic oxygen furnaces, oxygen is blown onto the liquid burden to oxidize its remaining impurities and to lower its carbon content, thus producing liquid steel. The molten steel is conveyed from the basic oxygen furnaces to the secondary refining equipment (degasser, ladle furnace and Argon Stirring Station). After adjusting the chemical composition, the molten steel is transferred to the continuous casting machines from which crude steel (i.e., rectangular shaped slabs) is produced. A portion of the slab products iscan be sold directly in the export market.


table of contents

 


Table of Contents

In the hot rolling process, reheated slabs from the continuous casting machines are fed into hot strip mills to reduce the thickness of the slabs from 250 millimeters to a range of between 1.2 and 12.7 millimeters. At the end of the hot strip mill, the long, thin steel strip from each slab is coiled and conveyed to a cooling yard. Some hot-rolled coils are dispatched directly to customers in the as-rolled condition. Others are further processed inat the pickling line,lines, in a hydrochloric bath, to remove surface oxides and improve surface quality.  In 2011, one of the two pickling lines had a 40 day stoppage to allow for the changing of the entire set of pickling tanks. After pickling, the hot-rolled coils selected to produce thinner materials are sent to be rolled inat cold strip mills. CSN has three cold strip mills, one of which was revamped in September 2011, adding 150,000 tons per year to CSN’s cold rolling capacity. The better surface characteristics of cold-rolled products enhance their value to customers when compared to hot-rolled products. Additional processing related to cold-rolling may further improve surface quality. Following cold-rolling, coils may be annealed, coated (by a hot dip or electrolytic tinning process) and painted, to enhance medium-and long-term anti-corrosion performance and also to add characteristics that will broaden the range of steel utilization. Coated steel products have higher profit margins than bare steel products. Of our coated steel products, tin mill and galvanized products are our highest margin products.

Steel plant equipment regularly undergoesundergo scheduled maintenance shutdowns. Typically the rolling mills and coating lines are maintained on a weekly or monthly basis whereas the blast furnaces and other special equipment are scheduled for routine maintenance on a semi-annual or annual basis.

Our business encompasses operationsoperational and commercial activities. Our operations are undertaken by our production sector, which is composed of the following two units:

·        The operationsoperational unit - responsible for steel production operations, repair shops, in-plant railroad,railway, and process development at our Presidente Vargas Steelworks; and

·        The support unit - responsible for production planning, management of product stockyards, energy and utility facilities and work force safety assistance at the Presidente Vargas Steelworks.

The production sector is also responsible for environment and quality consultancy, new product development, capital investment implementation for steel production and processing, and the supervision of CSN Porto Real’s and CSN Paraná’s operations.

Quality Management Program

We practice Total Quality Management, a set of techniques that have been adopted by many leading companies in our industry. We also maintain a Quality Management System that has beenis certified to be in compliance with the ISO 9001 standards set forth by the International Standardization Organization or ISO.  InISO 9001 standard and the automotive industry’s Technical Specification ISO/TS 16949. Our Quality Management System has maintained certification of compliance to ISO 9000 standards since March 1993, when we were awarded the ISO 9002 certificate of compliance for the manufacture of several of our products. Inand in April 1996 when we were awarded the ISO 9001 certificate of compliance which replaced ISO9002 and includedfor the elementmanufacture of “design” in its scope. In April 1998,our steel products. To attend the requirements of the automotive industry we were awarded certification of compliance to QS 9000 standards requirements specific toin April 1998. In June 2004, we made the transition from the QS 9000 standard and were awarded the automotive industry. Over the years the ISO 9001 certificate has been maintained and renewed, with theindustry’s Technical Specification ISO/TS 16949. The most recent renewal to the ISO 9001:2008 version, awarded in August 2011, is for the design and manufacture of slabs, hot rolled flats, pickled and oiled steel products, cold rolled, galvanized steel products and tin mill products. In June 2004,September 2011, we were also awarded the automotive industry’s Technical Specification ISO/TS 16949,16949:2009, third edition, for the design and manufacture of hot-rolled, pickled and oiled, cold-rolled and galvanized steel products. Our intention is to renew these certificates of compliance by August 2014 and include in the scope of the ISO 9001 certificate of compliance the manufacture of rebar, bars and rods that will be produced by our new long products which replaced the QS 9000 standards. The most recent renewal to the ISO/TS 16949:2009, third edition, was awarded in September 2011. Some important automotive companies, like Volkswagen, General Motors and Ford, require their suppliers to satisfy the ISO/TS 16949 standards.plant.


table of contents

Production Output

The following table sets forth, for the periods indicated, the annual production of crude steel within Brazil and by us and the percentage of Brazilian production attributable to us.us:

Crude Steel Production  

 

Brazil  

 

CSN  

 

CSN % of Brazil  

 

 

(In millions of tons)

 

 

2013

 

34,2

 

4,5

 

13,2%

2012

 

34.7

 

4.8

 

13.8%

2011

 

35.2

 

4.9

 

13.9%

2010

 

32.8

 

4.9

 

14.9%

2009 

 

26.5 

 

4.4 

 

16.6% 

_______________

Source: Brazilian Steel Institute (Instituto Aço Brasil), or IABr.

 

 

 

 

 

 

CSN % of  

Crude Steel Production  

 

Brazil  

 

CSN  

 

Brazil  

 

 

(In millions of tons)

 

 

2011

 

35.2

 

4.9

 

13.9%

2010

 

32.8

 

4.9

 

14.9%

2009 

 

26.5 

 

4.4 

 

16.6% 

2008 

 

33.7 

 

5.0 

 

14.8% 

2007 

 

33.8 

 

5.3 

 

15.7% 

2006 

 

30.9 

 

3.5 * 

 

11.3% 

_______________

Source: Brazilian Steel Institute (Instituto Aço Brasil), or IABr.

* Lower production due to accident at Blast Furnace No. 3 on January 22, 2006.  


Table of Contents

The following table contains some of our operating statistics for the periods indicated.indicated:

Certain Operating Statistics

 

 

 

 

 

 

 

 

 

 

 

 

2011

2010

 

2009  

 

2013

2012

2011  

 

(In millions of tons)

(In millions of tons)

 

 (In millions of tons)

 

(In millions of tons)

(In millions of tons)

 (In millions of tons)

Production of:

 

 

 

 

 

 

 

 

 

Iron Ore *

 

 

20.1

21.6 

 

17.1 

 

15.4

19.8

20.1

Molten Steel

 

 

5.0

5.0

 

4.5

 

4.6

5.0

5.0

Crude Steel

 

 

4.9

4.9

 

4.4 

 

4.5

4.9

4.9

Hot-Rolled Coils and Sheets

 

 

4.8

5.0 

 

4.1 

 

5.0

4.8

4.8

Cold-Rolled Coils and Sheets

 

 

2.4

2.5 

 

2.4 

 

2.7

2.6

2.4

Galvanized Products

 

 

1.4

1.1 

 

0.7 

 

1.5

1.2

1.4

Tin Mill Products

 

 

0.7

0.7 

 

0.6 

 

0.7

0.5

0.7

Consumption of Coal for Coke Batteries

 

 

2.1

2.2 

 

2.1 

 

1.5

1.9

2.1

Consumption of Coal for PCI

 

 

0.6

0.7 

 

0.6 

 

0.6

0.7

0.6

*Casa de Pedra

 

 

 

 

 

 

 

 

 

 

 

Raw Materials and Suppliers

The main raw materials we use in our integrated steel mill include iron ore, coke, coal (from which we make coke), limestone, dolomite, aluminum, tin and zinc. In addition, our production operations consume water, gases, electricity and ancillary materials.

Raw Materials and Energy Requirements

In 2010, prices of our main raw materials increased due to larger post-crisis demand and a strengthening of the steel industry worldwide.      

In the first half of 2011, prices of the main raw materials used by CSN continuously increased due to unbalanced supply and demand. In the second half of 2011, prices decreased, mainly due to the worsening of the European crisis.

In the first nine months of 2012, prices of the main raw materials used by CSN continued to fall due to the global crisis in the steel market caused mainly by the decline in China’s growth rates and the European crisis. In the fourth quarter of 2012, prices increased, mainly due to the restocking of Chinese mills in preparation for the winter and Chinese holidays.

In 2013, coal and coke prices continued decreasing until the third quarter, when the prices remained flat.

These commodity segments are highly concentrated in the hands of a few global players and there can be no assurance that price increases will not be imposed on steel producers in the future.


table of contents

Iron Ore

We are able to obtain all of our iron ore requirements from our Casa de Pedra mine located in the State of Minas Gerais. For a description of our iron ore segment see “– Our Mining Segment.”

Coal

In 2011,2013, our metallurgical coal consumption totaled 2.82.1 million tons and accounted for 23% of our production cost.tons. Metallurgical coal includes coking coal and PCI coal, which is a lower grade coal injected into the blastfurnaces,blast furnaces, in a pulverized form, to reduce coke consumption. The PCI system has reducedreduces CSN’s need for imported coking coal and coke, thus reducing production costs. In 2011, we used 622,875The total PCI coal consumption in 2013 totaled 0.6 million tons, all imported. The sources of importedthe hard coking coal consumed in our plants in 2013 were as follows: USA (53.2%), Australia (41.7%) and Canada (5.1%) and for PCI: Russia (69.2%), Australia (25.9%). It is important to mention that Russian’s participation increased when compared to 2012 due to the better cost benefit offered by its coal, which ended up reducing the average PCI coal.price purchased during 2013.


Table of Contents

During 2011,2013, CSN’s coking coal and PCI coal costs increaseddecreased when compared to 2010 because market prices, negotiated on a2012. The quarterly basis, were strongly affected by the floods in Australia which reduced coal supply worldwide. The demandbenchmark price for metallurgical cokecoal began to decrease inits drop and ended the year at its lowest price (U.S.$143.00) since 2010. The deals for the first quarter of 2014 are U.S.$9.00/mt lower than for the fourth quarter due toof 2013. The previous lowest settlement amout had been for the financial crisis in Europe and slowdown in China’s economic growth.fiscal year 2009-10, when it was priced at U.S.$129.00/mt.

The sources of the coking coal consumed in our plants in 2011 were as follows: USA (51%), Australia (30%), Canada (17%) and Colombia (2%). It is important to mention that Australia’s participation decreased by 25.8% when compared to 2010.  In terms of PCI Coal, the sources were: Russia (54%), Australia (29%) and Venezuela (17%).

Coke

In 2011,2013, in addition to the approximately 1.31.1 million tons of coke we produced, we also consumed 631,197700,830 tons of coke bought from third parties in China, IndiaColombia and Colombia,Brazil, an increase of 43%3.6% as compared to our consumption in 2010,2012, due to maintenancea revamp in our coking plant.coke plants, which will last through the next few years. The demand for coke has been increasing significantly since 2002 because China, a major player in the sea-borne trade, has increased its internal consumption and adopted restrictive export quotas. In addition, India has become a major consumer of coke, considerably increasing its imports in the past years. Due to logistical reasons, China supplies most of India’s coke and this increase in consumption tightened even more the worldwide supply-demand balance of metallurgical coke. During 2011, market

In 2013, Chinese coke prices for coking coal were strongly affected by weather related supply disruption in Australia andcontinued decreasing until the USA, where some major producers faced difficulties; this situation also affectedthird quarter, when the coke market price, which increased from April to October 2011. The demand for metallurgical coke began to decrease in the fourth quarter due to the financial crises in Europe and slowdown in China’s economic growth.prices remained flat.

Limestone and Dolomite

Our Bocaina mine is located in Arcos, in the State of Minas Gerais, and has been supplying, since the early '70s, limestone (calcium carbonate) and dolomite (dolomitic limestone) to our Presidente Vargas Steelworks in Volta Redonda. These products are used in the process of sintering and calcination. Arcos has one of the biggest and best reserves of limestone in the world, which is used in the production of various products, including cement.

The annual production of limestone and dolomite for our steelworks is approximately 22.4 million tons.

The main products obtained from limestone and dolomite that are transferred to our steelworks in Volta Redonda are:

·        Limestone and dolomite calcination: with a granulometry between 32 and 76 mm, they are used in the lime plant in Volta Redonda to produce calcitic and dolomitic lime, for further use in the steelmaking process and sintering. At the steelworks, lime is used for chemical controlling of liquid slag, in order to preserve the refractory of the converters and assist in the stabilization of the chemical reactions that occur during the steel manufacturing process. During sintering, the purpose of lime is to increase the performance of this process and the final quality of the sinter that is produced.

·        Limestone and dolomite sintering: used in the production of “sinter”, in our steelworks. The sinter is composed of fine ores, solid fuel and flux, which enable semi-melting and sintering ore. The sinter is used in blast furnaces as a source of iron for the production of pig iron.


table of contents

Beginning in 2009, with our entry into the cement market, the mine in Arcos also became responsible for supplying limestone for the cement manufacturing process in Volta Redonda.

Aluminum, Zinc and Tin

Aluminum is mostly used for steelmaking. Zinc and tin are important raw materials used in the production of certain higher-value steel products, such as galvanized and tin plate, respectively. We typically purchase aluminum,zinc and tin from third-party domestic suppliers under one year contracts. Specifically in relation to tin, we purchase part of our demand from CSN’s subsidiary ERSA. We maintain approximately 3038, 24 and 6036 days inventory of zinc/tin, aluminum and tin,zinc, respectively, at the Presidente Vargas Steelworks.


Table of Contents

Other Raw Materials

In our production of steel, we consume, on an annual basis, significant amounts of spare parts, refractory bricks and lubricants, which are generally purchased from domestic suppliers.

We also consume significant amounts of oxygen, nitrogen, hydrogen, argon and other gases at the Presidente Vargas Steelworks. These gases are supplied by a third-party under a long-term contract from its gas production facilities located on the Presidente Vargas Steelworks site. In 2011,2013, we used 512,293 673,084tons of oxygen to produce 4.94.5 million tons of crude steel.

Water

Large amounts of water are also required in the production of steel. Water serves as a solvent, a catalyst and a cleaning agent. It is also used to cool, to carry away waste, to help produce and distribute heat and power, and to dilute liquids. Our source of water is the Paraíba do Sul River, which runs through the city of Volta Redonda. Over 85%94% of the water used in the steelmaking process is recirculated and the balance, after processing, is returned to the Paraíba do Sul River. Since March 2003, the Brazilian government has imposed a monthly tax for our use of water from the Paraíba do Sul River, based on an annual fee of approximately US$12.5R$3.3 million.

Electricity

Steelmaking also requires significant amounts of electricity to power rolling mills, production lines, hot metal processing, coking plants and auxiliary units. In 2011,2013, our Presidente Vargas Steelworks consumed approximately 2.883.0 million MWh of electric energy or 659636 kilowatt hours per ton of crude steel. This level means we are one of the largest consumers of electricity in Brazil, accounting for approximately 12%8% of the overall consumption of electricity in the State of Rio de Janeiro.

Our main current source of electricity is our 238235.2 MW thermoelectric co-generation power plant at the Presidente Vargas Steelworks, besides the Itá and Igarapava hydroelectric facilities, from which we have a take capacity availableensured energy of 167 MW and 23 MW, respectively. In addition, CSN is installingwe installed a new turbine generator at the Presidente Vargas Steelworks, which will add 17adds 21 MW to our existing installed capacity with start-up planned for 2012.capacity. This turbine will beis located near our Blast Furnace No. 3, using the outlet gases from the iron making process to generate energy.

Natural Gas

In addition to electricity, we consume natural gas, mainly in our hot strip mill. Companhia Estadual de Gás do Rio de Janeiro S.A., or CEG Rio, which was privatized in 1997, is currently our major source of natural gas. Variations in the supply of gas can affect the level of steel production. We have not experienced any significant stoppages of production due to a shortage of natural gas. We also purchase fuel oil from Petrobras.Petrobras and Raízen. In 2011,2013, the Presidente Vargas Steelworks consumed 431,150480,934 dam3 of natural gas.

The market for natural gas is strongly correlated with the electricity market. Brazilian electricity generation is based principally on hydroelectric power, itself dependent on the level of Brazil’s reservoirs. As a contingency against low levels of rainfall, there are several thermoelectric power plants which use natural gas. Due to low levels of rainfall in 2012, reservoirs reached their lowest level in the past ten years; consequently the Brazilian Electricity System Operator (Operador Nacional do Sistema Elétrico), or ONS, increased the utilization of thermoelectric generation.


table of contents

Diesel Oil

In mid-October 2006 and July 2008, we entered into agreements with Companhia Brasileira de Petróleo Ipiranga, or Ipiranga, to receive diesel oil in order to supply our equipment in our mining plants in the state of Minas Gerais, which provide the iron ore, dolomite and limestone used in our steel plant in Volta Redonda. In 2011,2013, our consumption totaled 61,29043,622 kiloliters of diesel oil, for which we paid US$50.3U.S.$35.88 million.

Suppliers

We acquire the inputs necessary for the production of our products in Brazil and abroad, with aluminum, zinc, tin, spare parts, refractory bricks, lubricants, oxygen, nitrogen, hydrogen and argon being the main inputs acquired in Brazil. Coal and coke are the only inputs acquired abroad.


Table In 2013 we consumed 613,000 tons of Contents

third partyslabs. 

Our main raw materials suppliers are set forth below:

 

 

 

 Main Suppliers  

 

Raw Material  

 

 

 

Açominas and CSA

Slabs

BHP Billiton, Jim Walter Resources, Alpha Natural Resources, Rio Tinto Marubeni and Jellinbah Marubeni

 

Coal 

Noble, GlencoreCI Milpa and CI MilpaThyssenKrupp

 

Coke 

Reciclagem Brasileira de Metais Ltda.RBA and Alubar

 

Aluminum 

Votorantim Metais (1)

 

Zinc 

White Solder, CoopertradingERSA and Melt Metais e Ligas SA 

 

Tin 

Sotreq, P & H MineproEcolab Quimica, Metso, Continental, MB Komatsu, Nortel, Deva Veiculos and MTU do Brasil .  

 

Spare parts 

Magnesita, RHI, Vesuvius and Saint Gobain 

 

Refractory bricks 

Daido, Ipiranga and Quaker 

 

Lubricants 

___________

(1) We depend on Votorantim Metais as it is the only supplier of zinc in Brazil

 

Facilities

Flat Steel Mill

The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the State of Rio de Janeiro, began operating in 1946. It is an integrated facility covering approximately 4.0 square km and containing five coke batteries (three of which are currently in operation), three sinter plants, two blast furnaces, a basic oxygen furnace steel shop, or BOF shop, with three converters, three continuous casting units, one hot strip mill, three cold strip mills, two continuous pickling lines, one continuous annealing line, three continuous galvanizing lines, four continuous annealing lines exclusively for tin mill products and six electrolytic tinning lines.


table of contents

Our major operational units and corresponding effective capacities as of December 31, 2011,2013, including CSN LLC and Lusosider, are set forth in the following chart:  

Effective Capacity

 

 

 

 

 

 

 

Tons 
per year  

 

Equipment 
in operation  

Process:

 

 

 

 

Coking plant 

 

1,680,000 

 

3 batteries 

Sintering plant 

 

6,930,000 

 

3 machines 

Blast furnace 

 

5,380,000 

 

2 furnaces 

BOF shop 

 

5,750,000 

 

3 converters 

Continuous casting 

 

5,600,000 

 

3 casters 

Finished Products:

 

 

 

 

Hot strip mill 

 

5,100,000 

 

1 mill 

Cold strip mill 

 

4,700,000 

 

6 mills 

Galvanizing line 

 

2,095,000 

 

7 lines 

Electrolytic tinning line 

 

1,190,000 1,030,000

 

76 lines

 

Downstream Facilities

CSN Paraná

Our branch CSN Paraná branch produces and supplies plain regular galvanized,Galvalume® and pre-painted steel products for the construction and home appliance industries. The plant has an annual capacity of 330,000 tons of galvanized products andGalvalume® products, 100,000130,000 tons of pre-painted products, which can use cold-rolled or galvanized steel as substrate, and 220,000 tons of pickled hot-rolled coils in excess of the coils required for the coating process.


Table of Contents

Metalic

We have a 99.99% ownership interest in Cia. Metalic Nordeste, or Metalic. Metalic is one of the few two-piece steel can producers in all the Americas. It has approximately 30%12% of the packaging market for carbonated drinks in the Northeastern regions of Brazil. Currently, we are Metalic’s only supplier of the steel used to make two-piece cans. The development of drawn-and-wall-ironed steel for the production of two-piece cans is an important achievement in the production process at the Presidente Vargas Steelworks.

Prada

We have a 99.99% ownership interest in Cia. Metalúrgica Prada, or Prada. Established in 1936, Prada is the largest Brazilian steel can manufacturer and has an annual production capacity of over one billion cans in its three industrial facilitiesfacilities: two located in the statesstate of São Paulo Rio Grande do Sul and one in the state of Minas Gerais. Currently, we are the only Brazilian producer of tin plate, Prada’s main raw material, which makes Prada one of our major customers of tin plate products. Prada has important clients in the food and chemical industries, including packages of vegetables, fish, dairy products, meat, aerosols, paints and varnishes, and other business activities. On December 30, 2008, we merged one of our subsidiaries, Indústria Nacional de Aços Laminados S.A., or INAL, into Prada. INAL was a distributor of laminated steel founded in 1957 and, after the merger, it became a branch of Prada responsible for distribution of Prada’s products, or Prada Distribuição.

Prada Distribuição is alsoone of the leader in the Brazilian distribution market, with 460,000 tons per year of installed processing capacity. Prada Distribuição has twoone steel service centers and fivesix distribution centers strategically located in the Southeast region Brazil. ItsThe main service center is located in the city of Mogi das Cruzes between the cities of São Paulo and Rio de Janeiro. Its product mix also includes sheets, slit coils, sections, tubes, and roofing in standard or customized format, according to clients’ specifications. Prada Distribuição processes the entire range of products produced by us and services 4,000 customers annually from the civil construction, automotive and home appliances sectors, among others.


table of contents

Companhia Siderurgica Nacional, LLC

CSN LLC holds the assets of former Heartland Steel, a flat-rolled steel processing facility in Terre Haute, Indiana. This facility has an annual cold rolling production capacity of 180,000800,000 tons of full hard cold rolled coils. Delivery capacity of cold-rolled and galvanized products are 280,000 and 315,000 tons of galvanized products.tons/year, respectively. Currently, CSN LLC is obtaining hot coilsraw materials by buying slabs from CSN and then having them converted into hot coils by local steel companies or buying hot rolled coils directly from mills in the United States.States or importing from mills abroad. See “Item 4B. Government Regulation and Other Legal Matters—Anti-Dumping Proceedings—United States” for a discussion about anti-dumping issues on Brazilian hot coils exports to the United States.

Lusosider, Aços Planos, S.A.

We own 99.94% of Lusosider, a producer of hot-dip galvanized products and cold-rolled located in Seixal, near Lisbon, Portugal. Lusosider produces approximately 240,000 tons of galvanized products and 50,000 tons of cold-rolled per year. Its main customers include service centers and tube making industries.

Inal NordesteCSN Distribuição

Inal Nordeste, or INOR, is a distributor of laminates located in the Northeastern Region.  INOR has aWe have 2 service centercenters, one located in the city of Camaçari, in the State of Bahia and one in the city of Jaboatão dos Guararapes, state of Pernambuco, to support sales in the Northeastern and North regions. On May 30,There is also a Distribution Center in the city of Canoas, state of Rio Grande do Sul, to support sales in the South region of Brazil.

Long SteelSWT 

The acquisition in February 2012 of SWT, located in Unterwellenborn, Germany, marks our entrance into the long steel market. SWT specializes in the production of profiles, including IPE (European I Beams) and HE (European Wide Flange Beams) sections, channels and UPE (Channels with Parallel Flanges) sections and steel sleepers. In total, more than 200 types of sections are produced according to different German and international standards.


table of contents

The following chart reflects our production cycle in general terms.

Production Process

Scrap arrives at the mill by rail or road. Two gantry cranes are used to transfer the scrap to a stockyard. Two remote-controlled diesel-hydraulically driven transfer wagons carry the recycled steel in containers, which also function as charging vessels to the melting shop.

The electric arc of the DC-furnace is generated between a graphite electrode and the bottom of the furnace, which functions as the anode. This energy, supplemented by natural gas/oxygen burners, is used to convert this material into molten steel.

After the smelting process, the molten metal is tapped into the ladle in a wagon, which is then positioned under the ladle furnace. The purpose of this process is to achieve the desired composition, by the addition of alloys, and the necessary final temperature of the steel. The ladle is then transported to the casting shop with the transport wagon and is elevated onto the turret that rotates it into the casting position. The tundish distributes the steel to four strands of water-cooled copper moulds that provide the desired beam blank shape. As soon as the strands pass through the moulds they undergo an intensive cooling process. After solidification is complete, the strands pass through guides which transport and straighten the strands out of the casting arc into the horizontal plane, where they are then cut into pieces of the required length with automatic flame-cutting torches. A transfer manipulator passes the beam blanks to the roller table of the rolling mill.

The rolling mill provides facilities for both duo and universal rolling processes. In contrast to the continuous operation where the sections are rolled in strands arranged one after the other, in this reversing mill the section bar is run forwards and backwards in several passes through rolls that either have “grooves” or function according to the universal rolling principle.


table of contents

The three stand assemblies in the rolling mill include, a break down stand coupled with a cropping saw, a tandem group and a finishing group. After having passed the finishing strand, the dimensional accuracy of the rolled section is measured using laser technology.

The next stage is the finishing department, where the sections, which can be up to 100m long, cool down on a walking beam cooling bed, before being straightened. The sections are then cut on a cold saw plant to lengths between 6m and 28m, as requested by customers.

Production Output

Certain Operating Statistics  

 

 

 

 

 

2013

2012

 

 

(In thousands of tons)

Production of:

 

 

 

Beam Blank

 

813

885*

Long Steel (Finished Products)

 

765

827*

*2012 operating figures cover SWT’s production during the full year of 2012. As we have consolidated SWT’s results as of February 2012, its 2012 production after this date was of 812 thousand tons of beam blank and 755 thousand tons of long steel (finished products).

Raw Materials and Suppliers

Raw Materials and Energy Requirements

The main raw material we use in our long steel operation is scrap. In addition, our production operations consume electricity, natural and technical gases and ancillary materials like ferroalloys, lime, dolomite and foaming coal.

Scrap

During 2010 and 2011, INOR was merged into us, allowingprices for scrap continuously increased due to unbalanced supply and demand in Europe and increasing globalization of scrap trading worldwide. Prices in the European market were particularly affected by prices in Turkey and Asia. In 2013, the scrap average price decreased significantly until the middle of the year and after that the prices increased slightly. In 2013, our scrap consumption totaled approximately 919 million tons and accounted for nearly 64 % of our production cost. We are able to obtain 80% of our scrap needs from within a 250 km vicinity.

Ferroalloys, lime and foaming coal

Because we do not own any sources of alloys, lime and foaming coal we have to buy these materials from traders. Our traders are located mostly in Europe and the materials come from different producers around the world.

Rolls

We consume different types of rolls in our rolling mill, usually cast rolls which come from Germany, Italy, Slovenia and China.

Graphite electrodes

In the smelting shop (electric arc furnace), we use graphite electrodes with a diameter of 750mm and in the ladle furnace, we use electrodes with a diameter of 400mm. The electrodes come from Europe, Japan and China.

Other raw materials

In our production of steel we consume, on an annual basis, amounts of electrodes, rolls, refractory materials and materials for packaging and spare parts, which are mostly purchased from domestic suppliers.


table of contents

Water

Large amounts of water are required in the production process. Our source of water is the Saale river, located 5 km from the plant. We use our own water station to pump water via pipelines to the plant.

Electricity and Natural Gas

Steelmaking also requires significant amounts of electricity and natural gas, for which we have supply contracts. Under normal conditions, we consume approximately 450 GWh of electric energy and an equal amount of natural gas.

Suppliers                                                                                                                              

We acquire the inputs necessary for the optimizationproduction of processesour products in Germany and other countries.

 Our main raw materials suppliers are set forth below:

Main Suppliers

Raw Material

Scholz, TSR

Scrap 

Verbund

Electric Energy 

E.on Ruhrgas

Natural gas

RHI

Refractory

SGL, Graftec, NCK

Electrodes 

Siemens, Schneider, Voith

Spare parts 

Irle, Walzengießerei Coswig

Rolls

Facilities

SWT possesses a 28km internal railway system, and the logistics infrastructure to ensure supply of scrapand delivery of finished products. Main markets served by SWT include: non-residential construction, equipment industries, engineering and transport, in Germany and neighboring countries, including Poland and the Czech Republic.

Effective Capacity

Tons
per year

Equipment
in operation

Process:

EAF – Electric Arc Furnace

1,100,000 

1 furnace

Ladle Furnace

1,100,000 

1 furnace

Finished Products:

Section mill 

1,000,000 

1 mill 

Long Steel – Volta Redonda

Plant Characteristics

We completed a new plant for production of long steel products in Volta Redonda and started assisted operations in December 2013. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products – wire rod and rebar. We expect this plant to reach 500,000 t/year output when full operational, providing the domestic market with products for civil construction.

Melt Shop


table of contents

Designed for annual output 383,000 t/year, this unit has main process equipment which includes one 50t electric arc furnace, one 50t ladle furnace, one continuous casting machine for billets with three strands and auxiliary equipment.

Rolling Mill

Designed for 500,000 t/year, this unit has one walking-beam reheating furnace, or RHF, a 4-stand blooming mill, a 250t hot shear, a 6-stand roughing mill, a 6-stand intermediate mill, a 6-stand pre-finishing mill, internal water cooling, a double length flying shear, a stepping cooling bed, a 500t cold shear, transfer inspection stand, bundling machine, a water-cooling section before wire finishing mill, a 10-stand high-speed wire finishing mill, a water-cooling section after wire finishing mill, a laying head, a loose coil cooling line, reforming device, bundling machine, stripper and coil handling devices.

Production Process - Rebar and Wire-rod

Steelmaking

The process of steelmaking begins with the arrival of scrap metal at our facilities by wagons and trucks. After being benefited, the scrap metal is destined for scrap bucket preparation in the yard. The scrap buckets are prepared based on the type of steel that will be manufactured in the melting shop.

The scrap bucket mixed with pig iron is, with the help of a crane, brought to the electric arc furnace. After loading, the furnace begins the melting process, which involves the creation of steel through use of electrodes, burners and oxygen injectors. In the furnace, the scrap metal becomes liquid steel after reaching the appropriate temperature and is tapped into a previously prepared ladle.

During tapping, alloys are added to the liquid steel and the mixture is placed in a ladle furnace. In the ladle furnace, chemical composition corrections are made to the mixture. The ladle, containing the liquid steel is then brought to the continuous casting machine.

The liquid steel is then poured into a tundish where it is cast into the molds, beginning the process of solidification and transformation of steel in billets. After being solidified, the billets are cut into particular sizes according to the intended application.

Rolling Mill

The rolling mill is comprised of a blooming mill, a roughing mill, an intermediate mill, a pre-finishing mill and a wire finishing mill in order to reduce the steel thickness and make the thickness uniform. When using 250x250mm cut slabs, the slabs will be moved by a chain shifting device, which has heat insulation, that brings the slabs to the delivery table in the blooming mill before they are rolled into transfer bar of 150x150mm and then cropped and divided by a 250t hot shear. Afterwards the transfer bars are sent by the heat retaining table and chain shifting device to the roughing mill. Then, in line with product requirements, for straight pieces the transfer bar will be fed into roughing mill, intermediate rolling mill and pre-finishing mills to be rolled continuously into straight thread rebar or round bar. In order too produce wires, the rolling piece leaving the pre-finishing mill will be fed into high-speed wire finishing mill where it is rolled into the desired wire coils.

For feed stock of a 150x150mm billet supplied by EAF, the billet will be sent straight to the roughing mill, intermediate rolling mill, pre-finishing mill and finishing wire mill through the heat retaining table and rolled into the desired sizeaccording to order requirements.


table of contents

The production flow chart is showed below:

Raw Materials and Suppliers

Raw Materials and Energy Requirements

The main raw material we use in our long steel operation in Volta Redonda is scrap, in addition to pig iron. We also use blooms, which we produce at our BOF shop. In addition, our production operations consume electricity, natural and technical gases and ancillary materials like ferroalloys, lime, dolomite and foaming coal.

Scrap

Scrap prices in the domestic market may be affected by prices in North America, Europe and Asia. As we started produce long steel in the end of 2013, our consumption of scrap was negligible. We are generally able to obtain 100% of our scrap needs from within a 350 km vicinity.

Ferroalloys, lime and foaming coal

Because we do not own any sources of pig iron, alloys and foaming coal, we have to buy these materials from domestic market suppliers. Lime is supplied by our lime production plant in Volta Redonda.

Other raw materials

In our production of steel, we consume, on an annual basis, amounts of electrodes, rolls, refractory materials, packaging materials and spare parts, mainly purchased from domestic suppliers.

Water

The technology used in the construction of the Long Steel plant provides most water recirculation (the water used continues in the same process). Due to this, water consumption is not significant for the UPV.


table of contents

Electricity and Natural Gas

Steelmaking also requires significant amounts of electricity and natural gas, for which we use the same supply as well as the reductionour flat steel plant. Under normal conditions, when fully operational, we expect we will consume approximately 340 GWh of costs.electric energy and 980 TJ of natural gas.

Our main raw materials suppliers are set forth below:

Main Suppliers

Raw Material

Domestic Market

Scrap

Magnesita  – Saint Gobain

Refractory

Graphitec – SGL Carbon

Electrodes

Siemens, EVG, DEM Contruzionni, Matsui Corp., Mitsubishi Corp, Sund Birsta, Italvibras, Ishikawajima, Hitachi, Mitsubishi Electric, Lankhorst

Spare parts

Gerdau and San Agostino

Rolls

Our Mining Segment

Our mining activities are one of the largest in Brazil and are mainly driven by the exploration of one of the richest Brazilian iron ore reserves, Casa de Pedra, in the State of Minas Gerais. We sell our iron ore products mainly in Asia, Europe and Brazil with sales and marketing taking place through our principal hubs of Minas Gerais, in Brazil, Austria, Madeira Islands, Portugal and Hong Kong.


Table of Contents

Our Mines

Location, Access and Operation

Casa de Pedra

Casa de Pedra mine is an open pit mine located next to the city of Congonhas in the State of Minas Gerais, Brazil, approximately 80 km south of the city of Belo Horizonte and 360 km north of the city of Rio de Janeiro. The site is approximately 1,000 meters above sea level and accessible from the cities of Belo Horizonte or Congonhas through mostly paved roads.

Casa de Pedra mine is a hematite-rich iron deposit of an early proterozoic banded iron formation in Brazil’s Iron Ore Quadrangle (Quadrilátero Ferrífero), which is located in the central part of the State of Minas Gerais in the Southeastern region of Brazil and has been one of the most important iron producing regions in Brazil for the last 50 years. It has been incorporated to CSN in 1941, but has been in operation since 1913.

Our iron ore at Casa de Pedra is currently excavated by a fleet composed of Marion 191M electric shovels, P&H 1900AL electric shovels, Komatsu PC5500 hydraulic shovels, wheel loaders (Caterpillar 994F, Caterpillar 994H, Komatsu WA1200 and LeTourneau 1850) and then hauled by a fleet of Terex Unit Rig MT3300AC (150 tons), Caterpillar 793D (240 tons) and Terex Unit Rig MT4400AC (240 tons). This fleet has a total mine handling installed annual capacity of approximately 100 million tons.

The ore is then processed in our treatment facilities, which have an installed capacity of 21 million tons of products per year. In Casa de Pedra, we use electrical power provided by hydroelectric plants.

Casa de Pedra mine is wholly-owned by us and supplies all of our iron ore needs, producing lump ore, sinter feed and pellet feed fines with high iron content. The maps below illustrate the location of our Casa de Pedra mine:

 


table of contents

fp50a

 

 


Table of Contents

fp50bfp50b  

 

Namisa

We own additional iron ore assets through Namisa, our 60% consolidatedjointly-controlled investee, which acquired CFM (Companhia de Fomento Mineral e Participações) in July 2007. CFM was formed in 1996 with the purpose of utilizing and enhancing the ore treatment facilities of the Itacolomy mines, for the beneficiation of crude ore extracted from the Engenho mine.

The Engenho mine is also an open pit mine located at the Southwestern region of the Iron Ore Quadrangle, 60 km Southsouth of the city of Belo Horizonte.Horizonte and is accessible from the cities of Belo Horizonte or Congonhas through mostly paved roads. The map below illustrates the location of our Engenho mine:

 


fp52a 

table of contents

fp52a

 


TableThe Engenho mine was incorporated into the Namisa mine in 2007, but its operations started in 1950. The ore in this mine is excavated by a fleet of Contents
wheel loaders (Komatsu WA470-6) and excavators (Komatsu PC600LC-8) and then hauled by a fleet of Iveco Trakker 410T42 trucks.

Then the ore is processed in Pires treatment facilities, which have an installed capacity of 7 million tons of products per year. In the Engenho mine and Pires Complex, we use electrical power provided by hydroelectric plants.

The Fernandinho mine, which we also hold through Namisa, is located in the city of Itabirito, in the State of Minas Gerais. This city is located in the Middle-East region of the State of Minas Gerais and approximately 40 km from the city of Belo Horizonte. Fernandinho is an open pit mine and is accessible from the cities of Belo Horizonte or Itabirito through mostly paved roads. The map below illustrates the location of our Fernandinho mine:

 

fp53a fp53a  


table of contents

The Fernandinho mine was incorporated to Namisa in 2007 but its operation also started in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470-6) and excavators (Komatsu PC350LC-8) and then hauled by a fleet of Iveco Trakker 410T42 and Iveco Trakker 380T42 trucks. Then the ore is processed in Fernandinho treatment facilities, which have an installed capacity of 750 thousand tons of products per year. In the Fernandinho mine, we use electrical power provided by hydroelectric plants.

 

The map below shows the location of Casa de Pedra, Engenho and Fernandinho Mines:

Limestone and Dolomite Mine

Our extraction and preparation of limestone and dolomite is done at our BocaínaBocaina mining facility located in the city of Arcos, in the State of Minas Gerais. The Bocaine mine is an open pit mine and it can be accessed from the cities of Belo Horizonte, located approximately 230 km away, and Volta Redonda (where the Presidente Vargas Steelworks is situated), located approximately 462 km away, through mostly paved roads.

The ore in this mine is excavated by a fleet wheel loaders (Caterpillar 990 and Caterpillar 950 Gll) and excavators (Komatsu PC350LC-8) and then hauled by a fleet of Iveco Trakker 8 x 4 and Caterpillar 775 trucks.

 This mining facility has an installed annual production capacity of approximately 4.0 million tons. We believe thisuse electrical power provided by a hydroelectric plant in Arcos. This mining facility has sufficient limestone and dolomite reserves to adequately supply our steel production, at current levels, for more than 3837 years.


table of contents

The mining facilityBocaina mine is located 455 km fromwholly-owned by us. The map below shows the Presidente Vargas Steelworks.location of this mine:

Tin

We own a tin mine in Itapuã do Oeste, in the State of Rondônia, through our subsidiary Estanho de Rondônia S.A. (ERSA).ERSA. This facility has an installed annual production capacity of approximately 3,600 tons of tin, which we use substantially as a raw material to produce tin plate, a coated steel product. A small part of our tin production that is not used as raw material is sold to third parties; however, the results from these sales are insignificant to our consolidated results.

Mineral Rights and Ownership

The Mining Code and the Brazilian Federal Constitution impose requirements on mining companies relating to, among other things, the manner in which mineral deposits are exploited, the health and safety of workers, the protection and restoration of the environment, the prevention of pollution and the promotion of the health and safety of local communities where the mines are located. The Mining Code also imposes certain notifications and reporting requirements.

We hold concessions to mine iron ore, limestone and dolomite. We purchase manganese in the local market. Except for Namisa’s mines, in which we have a 60% ownership interest, we own 100% of each of our mines. In addition, each mine is an “open pit” mine. Iron ore extraction, crushing, screening and concentration are done in three different sites: Casa de Pedra (CSN’s(our property), Pires Beneficiation Plant and Fernandinho Mine (both Namisa’s property).


Table of Contents

Casa de Pedra

Our mining rights for Casa de Pedra mine include the mine, a beneficiation plant, roads, a loading yard and a railway branch and are duly registered with the Brazilian Department of Mineral Production (Departamento  Nacional de Produção Mineral), or DNPM. DNPM has also granted us easements in 1519 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine.


table of contents

We believe we have obtained and are in compliance with all licenses and authorizations for our operations and projects at Casa de Pedra mine.

Exploration undertaken at the Casa de Pedra mine is subject to mining lease restrictions, which were reflected in our iron ore reserve calculations. Quality requirements (chemical and physical) are the key “modifying factors” in the definition of ore reserves at Casa de Pedra and were properly accounted for by us.

Mineral Reserves

The following table sets forth the type of each of our mines, period of operation, projected exhaustion dates and percentage of our interest:

Mine

 

Type  

 

Operating Since  

 

Projected exhaustion date  

 

CSN % interest  

 

Type  

 

Operating Since  

 

Projected exhaustion date  

 

CSN % interest  

Iron:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2041 

 

100 

 

Open pit 

 

1913 

 

2041 

 

100 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2041 

 

60 

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2041 

 

60 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2030 

 

60 

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2030 

 

60 

Limestone and Dolomite:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2049 

 

100 

 

Open pit 

 

1946 

 

2050 

 

100 

Tin

 

 

 

 

 

 

 

 

Santa Barbara (Itapuã do Oeste, Rondonia)

 

Open pit 

 

1950

 

2054

 

100 

 

The following table sets forth our estimates of proven and probable reserves and other mineral deposits at our mines reflecting the results of reserve studies. They have been calculated in accordance with the technical definitions contained in the SEC’s Industry Guide 7, and estimates of mine life described herein are derived from such reserve estimates. In the case of the Engenho and Fernandinho mines, where we own 60% of interests, the mineralized materialmaterials disclosed are for the entire mine, and not just for our proportional interest in the mine.

According to the report “Audit of Ore Reserves for CSN Casa de Pedra Iron Mine”, prepared by Golder Associates in May 2007, our reserve estimation process is subject to some smoothing, but does not reflect losses for mine dilution and mining recovery. We intend to perform studies regarding those losses during the preparation process for the new reserve audit. Likewise, Namisa’s estimation process for the Engenho and Fernandinho mines does not reflect losses for mine dilution and mining recovery.

 

 

MINERAL RESERVES AND QUANTITY ESTIMATES FOR MINERALIZED MATERIAL– As of December 31, 2011 

 

 

Proven and Probable Reserves(1)

 

Quantity Estimates for Mineralized Material(2)

 

 

 

 

 

 

 

 

 

 

Recoverable  

 

 

Mine Name  

 

Ore Tonnage(3)

 

 

 

 

 

Product(5)

 

Tonnage  

and Location  

 

(millions of tons)

 

Grade(4)

 

Rock Type  

 

(millions of tons)

 

(millions of tons)

 

 

Proven(6)

 

 Probable(7)

 

 

 

 

 

 

 

Iron:  

 

 

 

 

 

 

 

 

 

 

 

 

Casa de Pedra(Congonhas, 

 

 

 

 

 

 

 

Hematite (21%)

 

 

 

 

Minas Gerais)

 

985 

 

514 

 

47.79% Fe 

 

Itabirite (79%)

 

861

 

8,285

Engenho 

 

 

 

 

 

 

 

 

 

 

 

 

(Congonhas, Minas Gerais)

 

 

 

 

 

46.07% 

 

Itabirite (100%)

 

 

 

852

Fernandinho 

 

 

 

 

 

 

 

 

 

 

 

 

(Itabirito, Minas Gerais)

 

 

 

 

 

40.21% 

 

Itabirite (100%)

 

 

 

578

Total Iron:  

 

985

 

514  

 

 

 

 

 

861

 

9,715

(Congonhas, Minas Gerais)

 

 

 

 

 

 

 

 

 

 

 

 

 

Limestone and Dolomite:  

 

Proven(6)

 

Probable(7)

 

 

 

 

 

 

 

 

Bocaina 

 

 

 

 

 

41.3%CaO 

 

Limestone (86%)

 

 

 

 

(Arcos, Minas Gerais)

 

 

 

 

 

5.99%MgO 

 

Dolomite (14%)

 

155.95

 

1,190

Presently we only have audited reserves for our Casa de Pedra mine. In 2013 we conducted drilling campaigns in Casa de Pedra, Engenho and Fernandinho and we expect to have new Audit Reports for these three mines by the end of 2014. We do not have resources/reserves studies for our Bocaina mine and only disclose mineralized materials for this property. As for our Santa Barbara mine, we do not have reserve estimates and do not currently plan to begin campaigns to complete a study in connection with our Bocaina and Santa Barbara properties in light of their reduced materiality to our business. We do not have audited data for resources estimates, only for reserves estimates.


table of contents

Table of Contents

 

 

MINERAL RESERVES AND QUANTITY ESTIMATES FOR MINERALIZED MATERIAL– As of December 31, 2013 

 

 

Proven and Probable Reserves(1)

 

Quantity Estimates for Mineralized Material(2)

 

 

 

 

 

 

 

 

 

 

Recoverable  

 

 

Mine Name  

 

Ore Tonnage(3)

 

 

 

 

 

Product(5)

 

Tonnage  

and Location  

 

(millions of tons)

 

Grade(4)

 

Rock Type  

 

(millions of tons)

 

(millions of tons)

 

 

Proven(6)

 

 Probable(7)

 

 

 

 

 

 

 

Iron:

 

 

 

 

 

 

 

 

 

 

 

 

Casa de Pedra(Congonhas, 

 

 

 

 

 

 

 

Hematite (21%)

 

 

 

 

Minas Gerais)

 

933 

 

514 

 

47.79% Fe 

 

Itabirite (79%)

 

819

 

8,202

Engenho 

 

 

 

 

 

 

 

 

 

 

 

 

(Congonhas, Minas Gerais)

 

 

 

 

 

46.07% 

 

Itabirite (100%)

 

 

 

850

Fernandinho 

 

 

 

 

 

 

 

 

 

 

 

 

(Itabirito, Minas Gerais)

 

 

 

 

 

40.21% 

 

Itabirite (100%)

 

 

 

578

Total Iron:

 

933

 

514  

 

 

 

 

 

819

 

9,630

(Congonhas, Minas Gerais)

 

 

 

 

 

 

 

 

 

 

 

 

 

Limestone and Dolomite:

 

Proven(6)

 

Probable(7)

 

 

 

 

 

 

 

 

Bocaina 

 

 

 

 

 

41.3%CaO 

 

Limestone (86%)

 

 

 

 

(Arcos, Minas Gerais)

 

 

 

 

 

5.99%MgO 

 

Dolomite (14%)

 

 

 

1,190

__________________

(1)  Reserves means the part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. We do not have reserve audits for the Engenho and Fernandinho. The reserves for the Casa de Pedra mine were audited in 2006 and we have reduced the amount of proven reserves by our annual production since then.
(2)  Mineralization that has been sufficiently sampled at close enough intervals to reasonably assume continuity between samples within the area of influence. This material does not yet qualify as a reserve.
(3)  Represents ROM material.
(4)  Grade is the proportion of metal or mineral present in ore or any other host material.
(5)  Represents total product tonnage after mining and processing losses.
(6)  Means reserves for which: (i) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and /orand/or quality are computed from the results of detailed sampling; and (ii) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well- established.
(7)  Means reserves for which quantity and grade and/orand /or quality are computed from information similar to that used for proven (measure) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measure) reserves, is high enough to assume continuity between points of observation.

We do not

Summary of Casa de pedra Mine Ore Reserves(1)
Proven - 2013Probable - 2013Total - 2013Total - 2012
Ore Tonnage(2)Ore TonnageOre TonnageGrade(3)Ore TonnageGrade
Iron:
CSN
Casa de Pedra (Congonhas, Minas Gerais)9335141.44747.49%1.47147.49%

(1)   Reserves means the part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve de termination.The reserves for the Casa de Pedra mine were audited in 2006 and we have audited data for resources estimates, only forreduced the amount of proven reserves estimates.by our annual production since then.

(2)   Represents ROM material.

(3)   Grade is the proportion of metal or mineral present in ore or any other host material

The metallurgical recovery factor is the proportion of iron in the ore delivered to the processing plant that is recovered by the metallurgical process. In 2011,2013, the metallurgical recovery factor obtained by Casa de Pedra concentration plant was 83.52%72.4%. That same factor was 56.34%66.3% for the Engenho plant and 58.64%58.6% for the Fernandinho plant.

The cutoff grade is the minimum ore percentage that determines which material will be fed in the processing plant. We also plan to perform studies to determine the cutoff grade value during the preparation process for the new audit in Casa de Pedra. In the audit performed in 2006, the Benefit Function considered the lithologies to separate iron from waste. The cutoff grade value for Namisa is also yet to be determined.


table of contents

The prices used in the 2006 audit for the estimation of Casa de Pedra reserves are shown in the following table (Golder’s Final Report for the Audit of Ore Reserves for CSN Casa de Pedra Iron Mine, 2007). As shown, the product price we assumed to estimate our reserves is conservative in comparison to the actual three-year average prices.

PRICE FOR THE THREE YEARS PRIOR TO THE AUDIT

PRICE FOR THE THREE YEARS PRIOR TO THE AUDIT

PRICE FOR THE THREE YEARS PRIOR TO THE AUDIT

Price for the three years prior to the audit

 

Average

 

Product Price

Price for the three years prior to the audit

 

Average

 

Product Price

(US$/t)

 

(US$/t)

 

(US$/t)

(U.S.$/t)

 

(U.S.$/t)

 

(U.S.$/t)

2004

2005

2006

 

From 2004 to 2006

 

Assumption

2004

2005

2006

 

From 2004 to 2006

 

Assumption

Lump

28.80

49.40

58.79

 

45.66

 

25.26

28.80

49.40

58.79

 

45.66

 

25.26

“Hematitinha”

12.08

28.34

35.75

 

25.39

 

18.14

12.08

28.34

35.75

 

25.39

 

18.14

Sinter Feed

21.91

37.58

44.73

 

34.74

 

20.73

21.91

37.58

44.73

 

34.74

 

20.73

Pellet Feed Fines

21.40

36.69

43.66

 

33.92

 

20.44

21.40

36.69

43.66

 

33.92

 

20.44

 

NAMISANamisa does not yet have a reserve audit,audit; therefore, we have not established prices to estimate reserves for its mines.

Casa de Pedra

In 2006, we concluded an extensive, multi-year study of our iron ore reserves at Casa de Pedra. The study consisted of three phases. Phase one, which was completed in 1999, covered the ore bodies that are currently being mined or are close to the current operating open pits. Phase two, which was completed in early 2003, covered theotherthe other iron ore deposits at Casa de Pedra site. Phase three started in 2005 and involved a complete revaluation of our mineral reserves at Casa de Pedra.


Table of Contents

We conducted extensive work throughout 2006 to document and classify all information related to both the current and future operations of the Casa de Pedra mine. In 2006, we hired Golder Associates S.A., or Golder, to undertake an independent analysis of the Casa de Pedra iron ore reserves. Golder carried out a full analysis of all available information and has independently validated our reported reserves.

Golder accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling 1,631 million tons of iron ore (as of December 31, 2006) at a grade of 47.79% Fe and 26.63% SiO2. This new estimate of our iron ore reserves at Casa de Pedra is significantly larger than our estimate of 444 million tons, contained in an appraisal report prepared in 2003.

Over the course of the Casa de Pedra Mine’s life we have executed different drilling campaigns and, in total, we have drilled 91,514.63 meters.91,515 meters until 2011. The last completed campaign started in May 2010 and ended in April 2011. In the course of that campaign, we drilled 11,068.6511,069 meters. We are extending our drilling campaign by an additional 30,000 meters to increase and improve our knowledge about the iron ore deposits at Casa de Pedra. This campaign includes the programming of laboratory tests for approximately 1,800 samplessamples. It started in October 2012 and is expected to start in 2012.by December 2013 we had drilled a total of 18,604 meters. We will use this new campaign and the 2010-2011 campaign for the new reserve audit. The first stage of the new reserve audit whichwill be conducted in July 2014 and we expect to conclude drilling by December 2013.  We expect to have the new Audit Report ready by earlythe end of 2014. The second stage of the drilling campaign is expected to be concluded by November 2014.


table of contents

Namisa

An initial study was conducted at Fernandinho and Engenho mines to define the geological reserves and final pits. In 2008 and 2009, we extended our drilling campaign with an additional 5,179 meters at Engenho mine and 2,771 meters at Fernandinho mine (totaling a campaign of 7,950 meters) to increase and improve our knowledge aboutknowledgeabout the iron ore deposits at these mines. In November 2012 and 2013,we started a new drilling campaign with an additional 10,000 meters in the Engenho MineMine. By December 2013, we had drilled a total of 5,652 meters and we will use this campaign and the ones from 2008-2009 to conduct the first stage of the new reserve audit in July 2014. Finally, we also started a drilling campaign of an additional 10,000 meters in the Fernandinho Mine and from January 2013 to December 2013 we have drilled 8,193 meters. We will be conducted.use this campaign and the ones from 2008-2009 to conduct the first stage of the new reserve audit in July 2014 as well. We expect that as soon as a new model and final pit is finished, this reserve can be audited and mayreserves will be incorporated into our mineral deposits (approximately in December 2013).the new Audit Report by the end of 2014. The second stage of the drilling campaigns both to Engenho and Fernandinho is expected to be concluded by November 2014.

Production

Casa de Pedra

The Casa de Pedra facilities are located in the city of Congonhas, in the State of Minas Gerais. The Casa de Pedra mine is located 350 km from the Presidente Vargas Steelworks and supplies iron ore products to our steel mill, as well as for export through the Itaguaí Port. Casa de Pedra’s equipment fleet and treatment facilities have an installed annual ROM capacity of approximately 86.0100.0 million tons and 2221 million tons, respectively.

Namisa

Namisa has two beneficiation plants: one is the Pires Plant, which receives material from our Engenho mine (located at the northern border of the Casa de Pedra mine) and the other is the Fernandinho Plant, which receives material from our Fernandinho mine (located in the city of Itabirito). The beneficiation plant at Pires also processes crude ore acquired from other companies, which along with its own ROM, generates final products such as: lump ore, small lump ore (hematitinha), sinter feed and concentrates. The beneficiation plant at Fernandinho generates sinter feed and fines as final products.

Namisa complements our strategy to be a world leading producer of high quality iron ore. Namisa remains fully integrated with our railway and port logistics corridor, through long-term contracts, which provide sufficient railway and port logistics capacity for Namisa’s current and future production. Namisa is a leading company in iron ore mining and trading, with mining and processing operations in the State of Minas Gerais. Trading iron ore is obtained from small mining companies in the neighborhood and other trading companies.

The table below sets forth production of iron ore of our mines for the last three years:


Table of Contents

 

 

Production(1)

Production(1)

2009

2010

2011

2011

2012

2013

Casa de Pedra (Mt)

17.4

21.6

20.1

20.1

19.8

15.4

Grade (%)

65.4%

65.6%

65.3%

65.3%

64.4%

63.8%

Pires (2) (Mt)

5.2

6.1

5.7

5.7

4.1

3.4

Grade (%)

63.8%

62.6%

62.3%

62.3%

62.2%

61.6%

Fernandinho(2) (Mt)

0.5

0.7

0.7

0.5

0.6

Grade (%)

61.5%

59.6%

58.6%

58.6%

57.4%

59.4%

(1)In addition to its own production, Namisa also purchases iron ore from third parties. Third party purchase volumes totaled 5.97.5 million tons, 5.99.3 million tons and 7.511.9 million tons in 2009, 20102011, 2012 and 2011,2013, respectively.

(2) Production information considers 100% of the mines, not just our 60% interest.

 

CSN Consolidated Sales(1)

 

2011

2012

2013

Consolidated Sales (Mt)

23.8

20.2

21.5

Consolidated Net Revenue Per Unit (U.S.$/t)

135

97

98

 

 

CSN Consolidated Sales(1)

 

2009

2010

2011

Consolidated Sales (Mt)

17.5

18.6

23.8

Consolidated Net Revenue Per Unit (US$/t)

49

98

135

(1)  Consolidated sales consider our proportional 60% interest in Namisa.


table of contents


Table of Contents

Distribution

Transportation costs are a significant component of our steel and iron ore production costs and are a factor in our price-competitiveness in the export market. Railway is the main means of transport by which we convey raw materials from our mines to the Presidente Vargas Steelworks and steel and iron ore products to ports for shipment overseas. Iron ore, limestone and dolomite from our two mines located in the State of Minas Gerais are transported by railroadrailway to the Presidente Vargas Steelworks for processing into steel. The distances from our mines to the Presidente Vargas Steelworks are 328 km and 455 km. The distances from our mines to the ports are 440 km and 160 km. Imported coal and coke bought from foreign suppliers are unloaded at the port of Itaguaí, 90 km west of the city of Rio de Janeiro, and shipped 109 km by train to the Presidente Vargas Steelworks. Our finished steel products are transported by train, truck and ships to our customers throughout Brazil and abroad. Our most important local markets are the cities of São Paulo (335 km from the Presidente Vargas Steelworks), Rio de Janeiro (120 km) and Belo Horizonte (429 km).

Until recently, Brazil’s railway system (including railcars and tracks) was principally government-owned and in need of repair, but it has now been largely privatized. In an attempt to increase the reliability of our rail transportation, we hold interests in companies that hold concessions for the main railway systems we use. For further information on our railway concessions, see “—Facilities—Railways.”

We export iron ore and import coal and coke through the Itaguaí Port, in the State of Rio de Janeiro. The coal and container terminals have been operated by us since August 1997 and 1998, respectively.

Our Logistics Segment

Our logistics segment is comprised of railway and port facilities.

Railways

Southeastern Railway System

MRS has a 30-year concession to operate, through the year 2026 and renewable for an equal period of 30 years, Brazil’s Southeastern railway system. As of December 31, 2011,2013, we held directly and indirectly 33.27% of MRS’MRS’s total capital. The Brazilian Southeastern railway system, with 1,643 km of track, serves the São Paulo - Rio de Janeiro - Belo Horizonte industrial triangle in Southeast Brazil, and links our mines located in the State of Minas Gerais to the ports located in the states of São Paulo and Rio de Janeiro and to the steel mills of CSN, Companhia Siderúrgica Paulista or Cosipa, and Gerdau Açominas. In addition to serving other customers, the linerailway transports iron ore from our mines at Casa de Pedra in the State of Minas Gerais and coke and coal from  the Itaguaí Port in the State of Rio de Janeiro to the Presidente Vargas Steelworks and transports our exports to the ports of Itaguaí and Rio de Janeiro. The railway system connects the Presidente Vargas Steelworks to the container terminal at Itaguaí Port, which handles most of our steel exports. Our transport volumes represent approximately 29%23% of the Brazilian Southeastern railway system’s total volume. We are jointly and severally liable, along with the other principal MRSmain MRS’s shareholders, for the full payment of the outstanding amount of its indebtedness (See “Item 5E. Off-Balance Sheet Arrangements”), however, we expect that MRS will make the lease payments through internally generated funds and proceeds from financing.


Table of Contents

Northeastern Railway System

     As of December 31, 2011, weWe hold 70.91% of the capital stock of Transnordestina Logística S.A.. Transnordestina Logística S.A. has a 30-year concession grantedinterest in 1998, renewable for an equal 30-year period,companies that have concessions to operate Brazil’s Northeastern railway system. Thethe Northeastern railway system, includes 4,238 km of track andwhich operates in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte. It alsoNorte and connects with the region’s leading ports, thereby offering an important competitive advantage through opportunities for intermodal transportation solutions and made-to-measure logistics projects. Resolution No. 4,042/2013 issued by the transportation regulatory agency (Agência Nacional de Transportes Terrestres), or ANTT, authorized the partial spin-off of TLSA and, as a result, the Northeastern railway system is currently divided into the Railway System I, operated by FTL, and the Railway System II, operated by TLSA.

As of December 31, 2013, we held 88.41% of the capital stock of FTL, which has a concession to operate the Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins) of Brazil’s Northeastern railway systemuntil 2027, renewable for an additional 30 years. The Railway System I consists of 4,238 km of railways. As of December 31, 2013, R$98 million in concession payments was outstanding over the remaining 15 years of the concession.


table of contents

As of December 31, 2013, we held 77.30% of the capital stock of TLSA, which has a concession to operate the Railway System II (which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system. Once concluded, the Railway System II will have an extension of 1,728 km of tracks that will connect the interior of Northeast Brazil to Pecém and Suape Ports. This concession was granted in 1997 and recently had its original term extended until the earlier of 2057 or the date when TLSA reaches a rate of annual return of 6.75% of its total investment. For more information, on Transnordestina, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments.5E. Off-Balance Sheet Arrangements.

Port Facilities

Solid Bulks Terminal

We hold the concession toa wide and modern logistics structure. As part of this structure, we own and operate TECAR through a solid bulks terminal, one of four terminals that form the Itaguaí Port, located in the State of Rio de Janeiro, for a termlease agreement expiring in 2022, and renewable for another 25 years.  Itaguaí Port, in turn,years at our option.

TECAR is connected to road and rail system across Southeastern Brazil and is one of the Presidente Vargas Steelworks, Casa de Pedrafour port terminals that make up the Port of Itaguaí facilities. With a strategic location and Namisaa total area of 732,911 m², the terminal consists of a concrete molded berthing pier superposed on jacketed stilts connected to the mainland by an access bridge perpendicular to the Southeastern Railway System.  berthing pier. Its backyard includes conveyor belts, internal road system, bulk storage yards, railway looping, as well as industrial and administrative facilities.

Our imports of coal and coke are madeand exports of iron ore occur through this terminal. Under the terms of the concession, we undertook to load and unload at least 3.0 million tons of bulk cargo annually. Among the approved investments that we had previously announced iswas the development and expansion of the solid bulks terminal at Itaguaí, which pahse 1 expansion was completed in 2013 to also handle up to 8445 million tons of iron ore per year. For further information, see “Item 4. Information on the Company - “—D. Property, Plant and Equipment —PlannedEquipment—Planned Investments—Mining.”

Container Terminal

We own 99.99% of Sepetiba Tecon S.A., or TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term expiring in 2026, that is renewable for another 25 years, the container terminal at Itaguaí Port.years. As of December 31, 2011, US$1772013, approximately U.S.$122 million of the cost of the concession remained payable over the next 1513 years of the concession.lease. For more information, see “Item 5E. Off-Balance Sheet Arrangements”.Arrangements.” The Itaguaí Port is located in the heart of Brazil’s Southeast Region, with all major exporting and importing areas of the states of São Paulo, Minas Gerais and Rio de Janeiro within 500 km from the port. This area represents more than 60%50% of the Brazilian gross domestic product, or GDP, according to the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística). The Brazilian Federal Port Agency has spent more than US$U.S.$48 million in the past few years in port infrastructure projects such as expanding the maritime access channel and increasing its depth. In addition, significant investments were made by the Brazilian federal government in adding two extra lanes to the Rio-Santos road, and are being made in constructing the Rio de Janeiro Metropolitan Bypass (ongoing project), a beltway that will cross the Rio de Janeiro metropolitan area, to be concluded by the end of 2012.  Also, MRS railway is investing in an extra rail track to the Itaguaí Port.area. These investments, togetherfactors, combined with favorable natural conditions, like natural deep waters and a low urbanization rate around the port area, allow the operation of large vessels and the maintenance ofas well as highly competitive prices for all services rendered. All of these factors have maderendered, resulting in the terminal being a major hub port in Brazil.

Investments made from 2007 to 2011,2013, mainly in two Super Post Panamax Portainers and two Rubber Tired Gantry, or RTG cranes, and 6 new Reach Stackers and 8 forklifts, among others, have shown to be successful. These investments, along with a focused marketing and sales strategy, enabled the terminal to rank first in market share among the three terminals of the state of Rio de Janeiro in 2011,2013, with 40%42% of the total moves in those terminals.

We plan to carry out newhave invested in infrastructure and equipment investments in Sepetiba TECON, such as the Berth 301 Equalization and the acquisition of two new Super Post Panamax Portainers and four new RTG cranes to yard operations.operations, that were delivered in the first quarter of 2014. We are also currently investing inhave carried out the dredging of Sepetiba Tecon’s Berths 302/303 and access channel to ‑15.5 m‑15.5m depth. TheseWe expect these investments will increase TECON’s capacity from 320,000 containers (or 480,000 TEUs) to 410,000440,000 containers (or 610,000670,000 TEUs) per year and from 2.0 million tonsyear. In 2013, the terminal continued to 6.0 million tons per yeargrow, reaching 257,045 units handled, an increase of steel products.  We intend to use this port to ship all our exports of steel products.  In 2011, 83% of our exported steel products (or 320,963 tons), were shipped from this port,almost 19% as compared to 69%2012, when we handled 216,460 units. We also exported 116,830 tons of steel products, a difference of 40% compared to 83,466 tons in 2010.

In 2010, the terminal experienced a 27% growth in units handled, following the global downturn of 2008 and 2009. In 2011 it continued to grow, reaching 216,311 units handled (or 322,680 TEUS), an increase of 10% over 2010.2012.


table of contents


Table of Contents

Our Cement Segment

Our cement segment is comprised of a cement plant in Volta Redonda, in the state of Rio de Janeiro, and a clinker plant in Arcos, in the state of Minas Gerais.

Production

The production process in CSN’sour cement factory in Volta Redonda begins with the influx of raw materials: clinker, limestone, gypsum and slag. We currentlyconsume clinker produced in our clinker plan in Arcos and eventually we will import clinker but, with the startup of our clinker plant in Arcos, in mid-2011, imports are gradually being reduced.to supply demand. Limestone comes from Arcos by rail. Clinker is stored in a silo (capacity: 45,000 tons) and limestone in a warehouse (capacity: 10,000 tons). Slag is a by-product of iron and steel, produced in the blast furnace, and is also stored in the warehouse (capacity: 20,000 tons), arriving at the plant by road. CSN uses natural gypsum, from Ouricuri, in the state of Pernambuco, which arrives at the plant by truck and is stored in the warehouse (capacity: 10,000 tons).

All transportation of raw materials within the plant is carried out by conveyor belts, placing inputs in scales according to a predefined formula and delivering them to the mills. There are two grinding lines and each mill has a nominal capacity of 170 tons/h. Annual plant capacity is 2.4 million tons of cement. The mill has a hydropneumatichydraulic roller system, which uses pressure to grind the layer of material on the turntable. Hot gas, derived from the combustion of natural gas or petroleum coke, is pumped intoused in the mills to maintain the proper temperature in the circuit.dry materials.

The type of cement we produce is CP III-40 RS (Sulfator resistant), which is then taken through a bucket elevator to be stored in silos. The plant has four silos, two of them with 10,000 tons of capacity and two with 5,000 tons of capacity. Cement can be shippedin bagged and bulk forms. We have two baggers with 12 filling nozzles (nominal capacity of 3600 bags/hour) and two palletizers for bagging cement.

Our Energy Segment

Our energy segment is comprised of generation plants and is aimed at enabling us to maintain our self-sufficiency in energy, reducing our production cost and our exposure to fluctuations or availability of certain energy sources.

Our energy related assets include:

Thermoelectric Co-Generation Power Plant

We completed the construction of a 238235.2 MW thermoelectric co-generation power plant at the Presidente Vargas Steelworks in December 1999. Since October 2000, the plant has provided the steelworks with approximately 60% of the electric energy needed in its steel mills. Aside from operational improvements, the power plant supplies our strip mills with electric energy, processed steam and forced air from the blast furnaces, benefiting the surrounding environment through the elimination of flares that burn steel-processing gases into the atmosphere.

Itá Hydroelectric Facility

Tractebel and CSN each ownsown 48.75% of ITASA, a special-purpose company formed for the purpose of owning and operating, under a 30-year concession granted in 2000 and renewable for an equal term, 60.5% of the Itá hydroelectric facility on the Uruguay river in Southern Brazil. Companhia de Cimento Itambé, or Itambé, owns the remaining 2.5% of ITASA. Tractebel directly owns the remaining 39.5% of the Itá hydroelectric facility.

The power facility was built using a project finance structure with an investment of approximately US$U.S.$860 million. The long-term financing for the project was closed in March 2001 and consisted of US$U.S.$78 million in debentures issued by ITASA, a US$U.S.$144 million loan from private banks and US$U.S.$116 million of direct financing from BNDES, all of which are due by 2013. The sponsors of the project have invested approximately US$U.S.$306 million in this project.


table of contents

Itá has an installed capacity of 1,450 MW, with a firm guaranteed output of 668 MW, and became fully operational in March 2001.


Table of Contents

We and the other shareholders of ITASA have the right to take our pro rata share (proportionally(proportional to our ownership interest in the project) of Itá’s output pursuant to 30-year power purchase agreements at a fixed price per megawatt hour, adjusted annually for inflation. Since October 2002, we have been using our entire Itá take internally.

Igarapava Hydroelectric Facility

We own 17.9% of a consortium that built and has the right to operate for 30 years the Igarapava hydroelectric facility.  Otherfacility.Other consortium members are Vale, Companhia Mineira de Metais, Votorantim Metais Zinco, AngloGold Ashanti Mineração Ltda., and Companhia Energética de Minas Gerais, or CEMIG. TheCEMIG.The planthas an installed capacity of 210 MW, corresponding to 136 MW of firm guaranteed output as of December 31, 2011.2012. We have been using part of our 22.823 MW take from Igarapava to supply energy to the Casa de Pedra and Arcos mines and to the Presidente Vargas Steelworks.mines.

Marketing Organization and Strategy

Flat Steel

Our steel products are sold both domestically and abroad as a main raw material for several different manufacturing industries, including the automotive, home appliance, packaging, construction and steel processing industries.

Our sales approach is to establish brand loyalty and achieve a reputation for quality products by developing relationships with our clients and focusing on their specific needs, providing tailor-made solutions for each of our clients.

Our commercial area is responsible for sales of all of our products. This area is divided into two major teams, one focused on international sales and the other on domestic sales. The domestic market oriented sales team is divided into seven market segments: Packaging, Distribution Network, Automotive Industry (Automakers and Auto Parts), Home Appliances, Original Equipment Manufacturer, or OEM, Construction and Pipes. The commercial area also has a team called “Special Sales” which is responsible for selling all the process residues, such as blast furnace slag, pitch and ammonia, which are widely used as inputs in chemical and cement industries.

The Distribution Network division is responsible for supplying large steel processors and distributors. Besides the independent distributors, CSN also has its own distributor, called Prada Distribuição. The Pipes division supplies oil and gas pipe manufacturers as well as some industries that produce small diameter pipe and light profiles. The Packaging unit acts in an integrated way with suppliers, representatives of the canning industry and distributors to respond to customer needs for finished-products. The Automotive unit is supplied by a specialized mill, CSN Porto Real, and also by a portion of the galvanized material produced at Presidente Vargas Steelworks, benefitting from a combined sales strategy.

In 2011,2013, about 65%66% of our domestic sales were made through our own sales force directly to customers. The remaining sales were to independent distributors and Prada Distribuição for subsequent resale to smaller clients.

Historically, our export sales were made primarily through international brokers. However, as part of our strategy to establish direct, longer-term relationships with end-users, we have decreased our reliance on such brokers. We have focused our international sales on more profitable markets in order to maximize revenues and shareholder returns.

All of our sales are on an order-by-order basis and have an average delivery time of 45 days. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the domestic and export markets based on the historical data available from the last two years and the general economic outlook for the near future. We have our own data systems to remain informed of worldwide and Brazilian market developments. Further, our management believes that one of the keys to our success is maintaining a presence in the export market. Such presence gives us the flexibility to shift between domestic and export markets, thereby allowing us to maximize our profitability.


table of contents

Table of Contents

Unlike with other commodity products, there is no exchange trading of steel, or uniform pricing, as wide differences exist in terms of size, quality and specifications. In general, exports are priced based on international spot prices of steel at the time of sale in U.S. dollars or Euros, depending on the destination. Sales are normally paid up front, or within 14 or 28 days, and, in the case of exports, usually backed by a letter of credit and an insurance policy. Sales are made primarily on cost and freight terms.

Sales by Geographic Region

In 2011,2013, we sold steel products to customers in Brazil as well as to customers in 3032 other countries. The fluctuations in the portion of total sales assigned to domestic and international markets, which can be seen in the table below, reflect our ability to adjust sales in light of variations in the domestic and international economies, as well as steel demand and prices, both domestically and abroad.

The two main export markets for our products are Latin America and Europe, representing 36% and North America, representing 45% and 40%28%, respectively, of our export sales volume in 2011.2013.

In North America, we take advantage of our subsidiary CSN LLC, which acts as a commercial channel for our products. In order to gain a cost advantage among our U.S. competitors, CSN is able to export hot-rolled to CSN LLC which is then processed and transformed into more value-added products at CSN LLC’s plant, such as cold-rolled coil and galvanized. Moreover, we are able to export cold-rolled coils which can be directly sold or processed by CSN LLC in order to manufacture galvanized products.

CSN – Sales of Steel Products by Destination

(In thousands of metric tons and millions of R$)

 

2011

2010

2009

 

Tons

% of Total

Net Operating Revenues(2)

% of Total

Tons

% of Total

Net Operating Revenues(2)

% of Total

Tons

% of Total

Net Operating Revenues(2)

% of Total

Brazil

4.216

86.1%

8.033

86.8%

4.135

86.2%

8.575

88.6%

3.243

78.9

6.77

85.8

Export

680

13.9%

1.219

13.2%

661

13.8%

1.107

11.4%

867

21.1

1.124

14.2

Total

4.896

100.0

9.252

100.0

4.796

100.0

9.682

100.0

4.110

100.0

7.894

100.0

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

21

0.4%

31

0.3%

28

0.6%

38

0.4%

259

6.3%

249

3.9%

North America(1)

270

5.5%

473

5.1%

268

5.6%

434

4.5%

243

5.9%

307

3.9%

Latin America

58

1.2%

144

1.6%

56

1.2%

136

1.4%

55

1.3%

115

1.5%

Europe

312

6.4%

545

5.9%

277

5.8%

434

4.5%

290

7.1%

411

5.2%

All Others

19

0.4%

27

0.3%

32

0.7%

65

0.7%

20

0.5%

42

0.5%

CSN – Sales of Steel Products by Destination

(In thousands of metric tons and millions of R$)

 

2013

2012

2011

 

Tons

% of Total

Net Operating Revenues(2)

% of Total

Tons

% of Total

Net Operating Revenues(2)

% of Total

Tons

% of Total

Net Operating Revenues(2)

% of Total

Brazil

4,650

76.0%

9,529

78.5%

4,495

77.1%

8,338

78.5%

4,216

86.1%

8,033

86.8%

Export

1,467

24.0%

2,603

21.5%

1,334

22.9%

2,278

21.5%

680

13.9%

1,219

13.2%

Total

6,117

100.0%

12,132

100%

5,829

100.0%

10,616

100.0%

4,896

100.0%

9,252

100.0%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

30

2.1%

45

 1.7% 

17

1.3%

31

1.3% 

21

0.4%

31

0.3% 

North America(1)

298

20.3%

597

22.9%

289

21.7%

552

24.2%

270

5.5%

473

5.1%

Latin America

59

4.0%

148

5.7%

81

6.1%

199

8.8%

58

1.2%

144

1.6%

Europe

1,071

73.0%

1,793

68.9%

942

70.6%

1,484

65.2%

312

6.4%

545

5.9%

All Others

9

0.6%

21

0.8%

5

0.3%

12

0.5%

19

0.4%

27

0.3%

_______________

(1) Sales to Mexico are included in North America.

(2) Total netNet operating revenues presented above differ from amounts in our IFRS consolidated financial statements because they do not include revenues from non-steel products (non-steel products include mainly by-products, iron ore, logistics services and cement), which in 2011 were R$7,267  million and in 2010 were R$4,769 million..

Sales by Product

The following table sets forth our market shares for steel sales in Brazil of hot-rolled, cold-rolled, galvanized and tin mill products for 2010, 20092012, 2011 and 2008.2010. Market Shareshare information for 20112013 was not yet available as of the date of this annual report. The

 CSN Domestic Market Share  

2012

2011

2010

Hot-Rolled Products 

61.9%

55.8%

47.1%

Cold-Rolled Products 

29.7%

28.2%

20.7%

Galvanized Products 

36.9%

35.5%

32.8%

Tin Mill Products 

86.9%

82.5%

80.8%


Source: IABr and CSN data of 2008 and 2009 were filled based on IABr
(Instituto Aço Brasil) and 2010 considered internal data gathered by CSN.


table of contents

Table of Contents

 CSN Domestic Market Share  

 

2010

2009

2008

Hot-Rolled Products 

 

36.2%

33.0%

34.0%

Cold-Rolled Products 

 

27.9%

29.0%

26.0%

Galvanized Products 

 

45.8%

47.0%

46.0%

Tin Mill Products 

 

100.0%

98.0%

99.0%

 Sales by Industry

We sell our steel products to manufacturers in several industries. The table below shows our domestic shipments breakdown by volume for the last three years among our market segments:

Sales by Industrial Segment in Brazil

2011

2010

2009

2013

2012

2011

 (In percentages of total domestic volume shipped)

 (In percentages of total domestic volume shipped)

Distribution Network

38%

30%

44%

41%

Packaging

12%

13%

14%

8%

7%

9%

Automotive

20%

23%

28%

17%

15%

16%

Home Appliances

8%

9%

10%

7%

OEM

7%

6%

7%

5%

6%

Construction

15%

12%

11%

20%

21%

 

 

We believe we have a particularly strong domestic and export position in the sale of tin mill products used for packaging.packaging in Latin America. Our customers for these products include some of the world’s most important food processing companies, as well as many small and medium-sized entities. We also maintain a strong position in the sale of galvanized products for use in the automobile manufacturing, construction and home appliance industries in Brazil and abroad, supplied by CSN Porto Real and CSN Paraná. No single customer accounts for more than 10% of our net operating revenues.

For further information on steel sales, see “Item 5A. Operating Results - Results—Steel Markets and Product Mix -Mix— Sales Volume and Net Operating Revenues by Steel Products and Markets” and “Item 5A. Operating Results -Results— Results of Operations - Operations—Year 20112013 Compared to Year 2010 – 2012—Net Operating Revenues”.Revenues.”

Seasonality

We do not experience seasonalitySteel demand is stronger in the second quarter of the year and weaker in the last quarter. Nevertheless, our production is continuous duringthroughout the year.

Long Steel – SWT

Our long steel products are sold both in Germany (about 30%) and other countries, mainly in Europe (60%), for industrial, infrastructure, civil construction and engineering industries.

Our sales approach is to establish brand loyalty and to maintain our reputation of high quality products and excellent delivery performance by developing long term relationships with our clients. SWT focuses on meeting specific customer needs, developing solutions for both low temperature and high temperature resistant applications, as well as optimized section shapes for special applications

Our commercial area is responsible for sales of all of our products worldwide. This area is divided into the direct sales team which is organized in 13 agencies situated in Germany and our core markets in Europe, the commercial back office department (order management from entry via tracking to the final delivery and invoicing), logistics contracting (truck, rail, vessel, maritime, inventory worldwide) and a rail logistics department.

SWT does not possess its own distribution network, instead cooperating with the big steel distributors and traders in Europe and other countries. All of our sales are on an order-by-order basis. The delivery time is related to the logistics chain and varies between 2 to 6 weeks depending on Incoterm and section type. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the European and export markets based on the historical data available from the last two years and the general economic outlook for the nearfuture. We believe that our presence in the export market outside of Europe gives us more flexibility to optimize production and maximize our profitability.


table of contents

Sections are not sold based on uniform pricing in Europe, as wide differences exist in terms of size, quality and specifications. In general, exports are priced based on international spot prices of steel at the time of sale in U.S. dollars or Euros, depending on the destination. Sales are normally paid within 30 days, and, in the case of exports, usually backed by a letter of credit and an insurance policy. All SWT businesses are 100% covered by EulerHermes risk insurance, a bank guarantee or a letter of credit. Sales are made primarily on cost and freight terms.

Long Steel – Volta Redonda

In 2013, CSN started the production of long steel in Volta Redonda. We expect this plant to reach 500kt/y when fully operational, providing the domestic market with products for civil and industrial construction.

Divided in wire rod, rebar CSN 50 and rebar CSN 25, the products were developed using high technology and in accordance with the highest quality and sustainability standards, with all tradition and reliability of our products.

The commercial team is comprised of its own sales force ready to meet all the needs of the market, not only the needs of small clients, but also the needs of large wholesales. Following the model already successfully deployed by us, in which we seek a diversified and pulverized service to our customers, we will be able to count on a real partner to boost our business.

In order to optimize the process, the product’s outflow will be made in operational synergy with the flat steel units, using the same distribution centers, strategically located so as to deliver to all national territory.

This is another addition for the products from our portfolio, which is already comprised of cement, structural section products derived by flat steel, such as tile, tube, among others, so as to offer a portfolio that thoroughly covers the civil construction segment.

Iron Ore

Iron ore products are commercialized by our commercial team located in Brazil and overseas. In Europe and Asia, our offices also include our technical assistance management. These three marketing units allow us to stay in close contact with our customers worldwide, understand the environment where they operate, monitor their requirements and provide all necessary assistance in a short period of time. Domestic sales, marketMarket intelligence analysis, planning and administration of sales are handled from Brazil by the staff in our Nova LimaSão Paulo office, whichwhile our domestic sales team is located approximately 70 km from theat Casa de Pedra mine, in the State of Minas Gerais.

We supply our iron ore to the steel industry and our main targets are the Brazilian, European, Middle Eastern and Asian markets. Prevailing and expected levels of demand for steel products directly affect demand for iron ore. Demand for steel products is correlated to many factors, such as GDP, global manufacturing production, urbanization, civil construction and infrastructure spending.

We believe our competitiveness has been improved by our customer service and market intelligence. It is paramount for us to have a clear understanding of our customers’ businesses in order to address their needs, surpass their expectations and build long-term relationships. We have a customer-oriented marketing policy and specialized local personnel in direct contact with our clients to help determine the mix that best suits each particular customer.


table of contents

 


Table of Contents
     CSN – Sales of Iron Ore Products by Destination   
     (In thousands of metric tons and millions of R$)   
   2013     2012     2011  
 
 
   Net   Net   Net 
  % ofOperating% of % ofOperating % of  % of Operating % of
 TonsTotalRevenuesTotalTonsTotalRevenuesTotalTonsTotal Revenues Total
Brazil157,0410.7%679,97413%478,6262.4%713,44515.9%1,457,3816.1%834,14414.0%
Export21,377,10699.3%4,616,75487%19,702,69597.6%3,772,10284.1%22,392,13293.9%5,107,70786.0%
Total21,534,147100%5,296,728100%20,181,321100%4,485,549100%23,849,513100%5,941,851100%
 
Exports by            
Asia16,956,23179.3%3.610.62578%15,230,57977.3%2,964,15478.6%18,815,48484.0%4,250,00283.2%
North America - -94,9420.5%16,5890.4%-0.0%-0.0%
Europe4,420,87520.7%1.006.12922%4,377,17322.2%791,36121%3,576,64816.0%857,70516.8%

 

(*) Iron Ore Salesore sales volumes presented in this table take into consideration sales by CSN and by our subsidiaries and jointly controlled entities proportionally to our interest (Namisa 60%).

CSN – Sales of Iron Ore Products by Destination
(In thousands of metric tons and millions of R$)

 

2011

2010

2009

 

Tons

% of Total

Net Operating Revenues)

% of Total

Tons

% of Total

Net Operating Revenues)

% of Total

Tons

% of Total

Net Operating Revenues

% of Total

Brazil

1,457,381

6.1%

834,144

14.0%

1,519,562

8.2%

573,976

15.9%

713,270

4.1%

247,490

12.6%

Export

22,392,132

93.9%

5,107,707

86.0%

17,035,422

91.8%

3,041,166

84.1%

16,765,567

95.9%

1,716,050

87.4%

Total

23,849,513

100%

5,941,851

100%

18,554,984

100%

3,615,142

100%

17,478,837

100%

1,963,540

100%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

18,815,484

84.0%

4,250,002

83.2%

14,140,642

83.0%

2,513,499

82.6%

13,420,063

80.0%

1,368,608

79.8%

North America(1)

-

0.0%

-

0.0%

-

0.0%

-

0.0%

483,754

2.9%

79,426

4.6%

Latin America

-

0.0%

-

0.0%

-

0.0%

-

0.0%

-

0.0%

-

0.0%

Europe

3,576,648

16.0%

857,705

16.8%

2,894,780

17.0%

527,667

17.4%

2,861,749

17.1%

268,016

15.6%

All Others

-

0.0%

-

0.0%

-

0.0%

-

0.0%

-

0.0%

-

0.0%

             

 

The first step to our entry into the international iron ore market was taken in February 2007, with the completion of the first phase of the expansion of our coal seaport terminal in Itaguaí, in the State of Rio de Janeiro, which enabled us to also handle and export iron ore and to load from our own facilities the first shipment of our iron ore products.

In 2011,2013, CSN’s iron ore sales reached 23.821.5 million tons, a 29%6.7% increase compared to 2010.2012. According to our consolidated financial statements, total mining net revenue increased by 64%18% over the past year, mainly due to risinghigher volumes and iron ore prices as well as the increase in sales volume.prices. The share of mining revenue in CSN's total net revenue increased from 24%29% in 20102012 to 35%31% in 2011.2013.

In 2011, the Chinese market accounted for 33%2013, 79% of our iron ore export sales followed by Japan (23%),went to the Middle East (20%)Asian market, mainly China and Europe (16%). While 83% of21% were sold in the European market. Of our total sales, 84% were sinter feed, was directed to Asia, 72% of our7% pellet feed, 6% lump ore went to China, and 94% of our pellet feed and 73% of our concentrated was consumed by Europe and the Middle East.

We expect the iron ore market to maintain a bullish trend supported by growing emerging market demand, high cost Chinese production, and infrastructure bottlenecks for low cost producers. The continued urbanization process in regions such as India, the Middle East, Latin America and China should support this tendency.3% concentrated.

As global iron ore markets are highly competitive, we focus on our flexibility, reliability and efficient manner of supplying iron ore to the world market.

Through our marketing offices, we have long term relationships with most players in the steel industry in China, Japan, Taiwan, South Korea, Europe and Brazil.

For further information on iron ore sales, see “Item 5A. Operating Results - Results of Operations - Year 20112012 Compared to Year 20102011 – Net Operating Revenues.”

Cement  

We sell cement type CPIII 40 RS in bagged and bulk forms.forms and import CPII F. We operate in the markets of Rio de Janeiro, Minas Gerais, and São Paulo.Paulo and the northeast region (with imported cement). With the purpose of expanding and increasing competitiveness, we own six distribution centers located in strategic points: three in São Paulo, two in Rio de Janeiro and one in Minas Gerais. Supply to these distribution centers is made through railways and road transport, using mainly the MRS railway.

We have a diverse client base of over 8,00010,000 clients, including construction material stores, home centers, concrete producers, construction companies, mortar industries and cement artifact producers.

The focus of our sales strategy is on retail. In this segment, we have a strong presence in sales points, where we reinforce the quality of the product to final customers. The retail segment operates with a low level of inventory, and a significant percentage of repurchase in the month, which highlights the competitive advantage of CSN’s distribution centers.


Table of Contents

In 2011,2013, we significantly increased our sales, reaching 1,7552,045 thousand tons, representing a growth of 76.9%4% when compared to 2010.2012. All our cement production is sold in the local market.

CSN – Sales of Cement by Destination
(In thousands of metric tons and millions of R$)

 

2011

2010

2009

 

Tons

% of Total

Net Operating Revenues

% of Total

Tons

% of Total

Net Operating Revenues

% of Total

Tons

% of Total

Net Operating Revenues

% of Total

Brazil

1,755

100

333

100

992

100

202

100

338

100

60

100

Export

-

-

-

-

-

-

-

-

-

-

-

-

Total

1,755

100

333

100

992

100

202

100

338

100

60

100


table of contents

 

CSN – Sales of Cement by Destination
(In thousands of metric tons and millions of R$)

 

2013

2012

2011

 

Tons

Net Operating Revenues

Tons

Net Operating Revenues

Tons

Net Operating Revenues

Brazil

2,045

415

1,972

388

1,755

333

 

Insurance

We and our subsidiaries maintain several types of insurance policies. These insurances are contracted in line with the risk management of our business and attempt to follow the market practices for similar activities. Coverage in such policies encompasses domestic and international (import and export) cargo transporttransportation (by road, rail, sea or air), carrier liability, life insurance, personal accidents, health, auto insurance, D&O, general liability, erection risks, boiler and machinery coverage, exporttrade credit insurance, surety, ports and terminal liabilities. These policies may not be sufficient to cover all risks we are exposed to.

We also have an insurance policy covering the operational risks, material damages and loss of profits of theour following CSN’s branches and subsidiaries: Presidente Vargas Steelworks, Casa de Pedra Mine, Arcos Mine, Paraná Branch, CSN Porto Real (former Galvasud), Coal Terminal TECAR, Container Terminal TECON, Namisa, CSN Export Europe, CSN EuropeHandel and CSN Cimentos.Namisa Handel. This policy was negotiated with domestic and foreign insurers and reinsurers and is valid until June 30, 20122014 for a total insured value of R$850U.S.$500 million (out of a total risk amount of R$25.1U.S.$15.4 billion). Under the terms of the policy, CSN remainswe remain responsible for the first tranche of R$170U.S.$300 million in losses (material damages and loss of profits) and for 53.55% percent of the losses above such amount. We continue to analyze alternatives to further reduce our co-responsibility..

Intellectual Property

We possessown intellectual property rights comprising: brands, patents, industrial designs, ensuring suitable business protection and have technicalthe possibility of economically exploring, through technology transfer contracts, the results of our creative production. We also maintain cooperation agreements with universities and research institutes that provide us with specialfor the exchange of technical reportsinformation and advicereports related to specific products and processes. We areprocesses and/or products. Our production capacity or product trading does not dependentdepend on any of such patentsthese intellectual property rights or agreements for the commercialization of our products.technical cooperation agreements.

Competition in the Steel Industry

Both the worldwide and the Brazilian steel markets are intensely competitive. The primary competitive factors in these markets include quality, price, payment terms and customer service. Further, continuous advances in materials, sciences and resulting technologies have given rise to improvements in products such as plastics, aluminum, ceramics, glass and concrete, permitting them to serve as substitutes for steel for certain purposes.

Competition in the Brazilian Steel Industry

The primary competitive factors in the domestic market include quality, price, payment terms and customer service. Also, several foreign steel companies are significant investors in Brazilian steel mills.


table of contents

The following table sets forth the production of crude steel by Brazilian companies for the years indicated (³)(2):

 

 

 

 

 

 

 

2010  

 

2009  

 

2008  

 

2012  

 

2011  

 

2010  

 

 

 

 

 

 

 

 

 

 

 

 

 

Ranking  

 

Production  

 

Ranking  

 

Production  

 

Ranking  

 

Production  

 

Ranking  

 

Production  

 

Ranking  

 

Production  

 

Ranking  

 

Production  

 

 

(In million tons) 

 

(In million tons) 

 

(In million tons) 

 

 

 

(In million tons) 

 

 

 

(In million tons) 

 

 

 

(In million tons) 

Gerdau(1)

 

1

 

7.8

 

1

 

6.1 

 

1

 

8.7 

 

1

 

8.2

 

1

 

8.8

 

1

 

8.2

Usiminas

 

2

 

7.3 

 

2

 

5.6 

 

2

 

8.0 

 

2

 

7.2

 

2

 

6.7

 

2

 

7.3 

CSN

 

3

 

4.8

 

4

 

4.9

 

4

 

4.9 

ArcelorMittal Tubarão

 

3

 

6.0 

 

3

 

5.3 

 

3

 

6.2 

 

4

 

4.4

 

3

 

5.4

 

3

 

6.0 

CSN

 

4

 

4.9 

 

4

 

4.4 

 

4

 

5.0 

ArcelorMittal Aços Longos

 

-(2)

 

 

5

 

3.2 

 

5

 

3.5 

 

5

 

3.4

 

5

 

3.5

 

5

 

3.4

Others

 

-(2)

 

 

1.9 

 

 

 

2.3 

 

 

 

6.5

 

 

 

5.9

 

 

 

3.1

Total

 

32.8  

 

26.5  

 

33.7  

 

 

 

34.5  

 

 

 

35.2  

 

 

 

32.9  

Source: IABr

 

 

 

 

 

 

 

 

 

 

 

 

 

1.Data from Aços Villares have been merged into data from Gerdau.

2.        Data not available

3.2.       Information for 20112013 was not yet available as of the date of this annual reportreport.

 


Table of Contents

 

Competitive Position — Global

During 2011,2013, Brazil maintained its place as the largest producer of crude steel in Latin America, with a production output of 35.234.2 million tons and a 2.3%2.1% share of total world production, according to data from the World Steel Association, (WSA).or WSA. In 2011,2013, Brazil also maintained its position as the ninth largest steel producer globally, accounting for around two-thirdsthree-quarters of total production in Latin America, approximately twice the size of Mexico’s or 40% of the U.S.’ steel production, according to data from the World Steel Association (WSA).WSA. According to IABr, Brazilian exports in 20112013 amounted to 9.38.1 million tons of finished and semi-finished steel products.

We compete on a global basis with the world’s leading steel manufacturers. We have positioned ourselves in the world market with a product mix characterized by high margin and strong demand, such as tin plate and galvanized products. We have relatively low-cost and sufficient availability of labor and energy, and own high-grade iron ore reserves. These global market advantages are partially offset by costs of transporting steel throughout the world, usually by ship. Shipping costs, while helping to protect our domestic market, put pressure on our export price. To maintain our position in the world steel market in light of the highly competitive international environment with respect to price, our product quality and customer service must be maintained at a high level. We have continually monitored the quality of our products by measuring customer satisfaction with our steel in Europe, Asia and the Americas.  See “Item 4B. Business Overview—Government Regulation and Other Legal Matters—Proceedings Related to Protectionist Measures” for a description of protectionist measures being taken by steel-importing countries that could negatively impact our competitive position.

Competitive Advantages of the Brazilian Steel Industry

Brazil’s principal competitive advantages are its abundant supply of low-cost, high-grade iron ore and energy resources. Brazil also benefits from a vast internal market with a large growth potential, a privatized industry making investments in plant and equipment, and deep water ports allowing the operation of large ships, which facilitates access to export markets.

Brazilian domestic steel prices have historically been higher than its export prices. However, in 2010 and 2011, lower demand in mature markets, the appreciation of thereal against the U.S. dollar, certain tax incentives, and imported steel products forced Brazilian producers to adjust prices closer to export price levels in order to maintain competitiveness. In 2012, with the slowdown of European demand and the depreciation of the real against the U.S. dollar, export prices fell and domestic prices rose again. This movement was also influenced by protective government measures which raised taxes on steel imports.


table of contents

Government Regulation and Other Legal Matters

Environmental Regulation

We are subject to Brazilian federal, state and municipal environmental laws and regulations governing air emissions, waste water discharges, and solid and hazardous waste handling and disposal. We are committed to controlling the substantial environmental impact caused by our steelmaking, mining, cement and logistics operations, in accordance with international standards and in compliance with environmental laws and regulations in Brazil. We believe we are currently in substantial compliance with applicable environmental requirements.

While the Brazilian government has authority to promulgate environmental regulations setting forth minimum standards of environmental protection, state and local governments have the power to enact more stringent environmental regulations. We are subject to regulation and supervision by the Brazilian Ministry of Environment, the Environmental National Council, (“CONAMA”),or CONAMA, which is the Federalfederal body responsible for enacting technicalregulationstechnical regulations and environmental protection standards, and by the Brazilian Institute of Environment and Renewable Natural Resources, (“IBAMA”),or IBAMA, which is responsible for enforcing environmental laws at the federal level. The environmental regulations of the State of Rio de Janeiro, in which the Presidente Vargas Steelworks is located, are enforced by the State Institute of Environment (“INEA”).INEA. In the state of Minas Gerais, where our main mining operation isoperations are located, we are subject to regulationregulations and supervision by the Environmental Policy Council, (“COPAM”)or COPAM, and the State Environmental Foundation, (“FEAM”).or FEAM. Specific goals and standards are established in operating permits or environmental accords issued to each company or plant. These specific operation conditions complement the standards and regulations of general applicability and are required to be observed throughout the life of the permit or accord. The terms of such operating permits are subject to change and are likely to become stricter. All of our facilities currently have operating permits.


Table of Contents

In recent years, we requested and/or obtained several emissions permits and renewals of environmental permits, both for our current operations and for the development of new projects regarding steel and cement manufacturing, iron ore and limestone mining and logistics, including: (i) the Operating and Recovery Permit for our Presidente Vargas Steelworks; (ii) the construction of the Transnordestina Railroad, to explore railway transportationare in the Northeastern regionprocess of Brazil; (iii) the operation of a cement mill at Volta Redonda; and (iv) the expansion of the Solid Bulks Terminal of Itaguaí Port, in the State of Rio de Janeiro, or TECAR, to 45 million tons per year.obtaining/renewing their operating permits.

Environmental Expenditures and Claims

Promoting responsible environmental and social management is part of our business. We prioritize processes and equipment that offer the most modern and reliable technologies on environmental risks monitoring and control. We operate a corporate environmental department managed under an Environmental Management System, or EMS, compliant with ISO 14001:2004 requirements. In addition, we have aestablished (i) an internal committee for environmental management composed of professionals from alldifferent departments of CSN’s units. This committee usually meets every weekunits, whose goal is to regularly discuss any problemproblems that may arise and to identify risks and aspects of the operations in which the group can act pro-actively in order to prevent possible environmental harm.harm and (ii) a sustainability committee composed of external advisors, which provides guidelines for our strategic decisions. The environmental controls implemented since 2006 also contribute to mitigate the risks of environmental compliance of CSN’s operations.

To further understand our potential social and environmental risks, we use mapping criteria in accordance with the Global Reporting Initiative, or GRI, for all of our operations. Resulting data and indicators in environmental, social and economic categories allow us to track our performance, structure and monitor action plans, in an effort to improve and enhance our results.

Finally, in response to a law enacted by the State of Rio de Janeiro in effect since 2013 requiring steel making and cement facilities to present action plans to reduce greenhouse gas emissions when renewing or applying for operational licenses, we have conducted a survey of greenhouse gas emissions at our main sites in 2012, and plan to use this information in the development of a corporate carbon management program and related strategies to reduce emissions.

Since our privatization, we have invested heavily in environmental protection and remediation programs. We had environmental expenditures (capitalized and expensed) of R$382.0 million in 2013, of which R$77.71 million relate to capital expenditures and R$304.2 million relate to operational expenditures. Our environmental expenditures were R$436.2 million in 2012 and R$310.6 million in 2011, R$336.0 million in 2010 and R$290.5 million in 2009.2011.

Our investments in environmental projects during 20112012 were mainly related to: (i) operation, maintenance and retrofitting of environmental control equipment; (ii) development of environmental studies for permit applications andapplications; (iii) studies, monitoring and remediation of environmental liabilities due to prior operations, especially before our privatization.  In 2011, we had a totalprivatization; and (iv) human resources (environmental team), Environmental Management System, sustainability projects and compliance programs.


table of R$311 million in environmental expenditures, of which R$79.8 million was capital expenditures and R$230.8 million was operational expenditures.contents

In 2010, we signed with the Rio de Janeiro State governmentGovernment a Term of Undertaking, or TAC that required new investments and studies to retrofit our environmental control equipment at the Presidente Vargas Steelworks. The TAC initially estimated the total amount to be disbursed in connection with implementation of the required projects thereunder to be R$216 million. TheThis initial estimate was updated to R$260 million as we obtained more accurate cost estimates for completion of the projects, a process that continued over the course of 2011. These cost estimates are received as we approach the start of a required project.projects. Although we have not yet concluded the process of obtaining updateupdates for cost estimates for all projects under the TAC, we expect that investments required willmay exceed our last estimate.estimates.

Our main environmental claims as of December 31, 20112012 were associated with recovery services at former coal mines decommissioned in 1989 in the state of Santa Catarina, and recovery services due to previous operations in our Presidente Vargas Steelworks.

In July 2012, the Ministério Público Estadual do Rio de Janeiro (Environmental Public Prosecutor of the State of Rio de Janeiro) filed a judicial proceeding against us claiming that we must (i) remove all waste disposed in two areas used as an industrial waste disposal site in the city of Volta Redonda and (ii) relocate 750 residences located in the adjacent neighborhood Volta Grande IV Residential, also in the city of Volta Redonda. Later in 2012, we received notices for lawsuits brought by certain home owners at Volta Grande IV Residential claiming indemnification for alleged moral and material damages. For more information, please see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings—Other Legal Proceedings.”

We record a provision for remediation costs and environmental lawsuits when a loss is probable and the amount can be reasonably estimated. This provision is included in our statements of income in “Other Operating (Expenses) Income”.We do not include in our reserves environmental liabilities related to ERSA, as these are contractually supported by its seller.As of December 31, 2011,2013, we had provisions for environmental liabilities in the total amount of R$312.6346.5 million, which we believe are sufficient to cover all probable losses. Such amount compares to R$278.1383.4 million as of December 31, 2010,2012, and R$116.5312.6 million as of December 31, 2009.2011. The increasedecrease in our provisions forenvironmentalfor environmental liabilities in 20102013 as compared to 2009 and in 2011 as compared to 20102012 is mainly due to our conclusion of certain environmental investigations of landfills and corresponding remediation costs, which have been recorded as probable remediation obligations, and certain environmentalthe compensation agreed tostated in the TAC which are not relatedsettlement and the partial reversal of the Rio Paraiba do Sul remediation provision by the substitution of the sediments remediation technique from dredging to investments in equipment.capping, authorized by local authorities. The changes in the provision for environmental liabilities on our financial statements are as follows:

 


Table of Contents

 

 

Amounts

(in millions of R$)

December 31, 20092011

116.5312.6

Landfills(1)

116.734.9

Decommissioned Coal Mines (Santa Catarina)

32.1

Other

6.5

Adoption of IFRS 10 and 11(3)

-2,7

December 31, 2012

383.4

Term of Undertaking (TAC)(2)

34.7-30.8

Other

10.2-6.2

December 31, 20102013

278.1

Landfills(1)

6.2

Term of Undertaking (TAC)(2)

28.3

Other

-

December 31, 2011

312.6346.5

 

(1) During 2010 and 2011 we concluded certain environmental investigationsRefers to an estimate calculation of recovery costs related to landfills and, therefore, were able to have estimate calculations of remediation costs. We recorded the related provision for those landfills with probable remediation obligations for the respective years.obligations.

(2) Refers to environmental compensation agreed in the TAC but not related to investments in equipment.

(3) We no longer consolidate our jointly controlled investee Namisa.


table of contents

Brazil – mining regulation

Under the Brazilian Constitution, all mineral resources in Brazil belong to the federal government. The Brazilian Constitution and Mineral Code impose various regulatory restrictions on mining companies relating to, among other things:

·        the manner in which mineral deposits must be exploited;

·        the health and safety of workers and the safety of residential areas located near mining operations;

·        the protection and restoration of the environment;

·        the prevention of pollution; and

·        the support of local communities where mines are located.

Mining companies in Brazil can only prospect and mine pursuant to prospecting authorizations or mining concessions granted by the National Department of Mineral Production (Departamento(Departamento Nacional de Produção Mineral)Mineral), or DNPM, ana government agency within the jurisdiction of the Ministry of Mines and Energy of the Brazilian Government. DNPM grants prospecting authorizations to a requesting party for an initial period of one to three years. These authorizations are renewable at DNPM’s discretion for another period of one to three years, provided that the requesting party is able to show that the renewal is necessary for proper conclusion of prospecting activities. On-site prospecting activities must start within 60 days as of the official publication of the issuance of a prospecting authorization. Upon completion of prospecting activities and geological exploration at the site, the granteeholder of the prospecting authorization must submit a final report to DNPM. If the geological exploration reveals the existence of a mineral deposit that is economically exploitable, the grantee has one year (which DNPM may extend) from approval of the report by DNPM to apply for a mining concession or to transfer its right to apply for a mining concession toby submitting an unrelated party.economic exploitation plan. When a mining concession is granted, theholderthe holder of thesuch mining concession must begin on-site mining activities within six months. DNPM grants mining concessions for an indeterminate period of time lasting until the exhaustion of the mineral deposit. Extracted minerals that are specified in the concession belong to the holder of the concession. With the prior approval of DNPM, the holder of a mining concession can transfer it to an unrelated party that is qualified to own concessions. Under certain circumstances, mining concessions may be challenged by unrelated parties.


Table of Contents

Mining Concessions

Our iron ore mining activities at Casa de Pedra mine are performed based onManifesto de Mina, which gives us full ownership over the mineral deposits existing within our property limits. Our iron ore mining activities at Engenho and Fernandinho mines are based on a concessionconcessions granted by the Ministry of Mines and Energy, which grantsgrant us the right to exploit mineral resources from the minesuch mines for an indeterminate period of time lasting until the exhaustion of the mineral deposit.deposits. Our limestone and dolomite mining activities at the Bocaína mine and our tin mining activities at Ariquemes (ERSA mine) are based on a concessionconcessions under the samesimilar conditions. See “Item 4D. Property, Plant and Equipment” for further information.

Mineral Rights and Ownership

Our mineral rights for Casa de Pedra mine include the mining concession, a beneficiation plant, roads, a loading yard and a railway branch, and are duly registered with the DNPM.DNPM. We hold title to all of our proved and probable reserves. In addition, we have also been granted by DNPM easements in 15 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine, and hold titlewith the purpose to allexpand our proved and probable reserves.operations.

In addition, we have obtained and are in compliance with all licenses and authorizations for our operations and projects at Casa de Pedra mine.

The exploitation in Casa de Pedra mine is subject to mining lease restrictions, which were duly addressed in our iron ore reserve calculations. Quality requirements (chemical and physical) are the key “modifying factors” in the definition of ore reserves at Casa de Pedra and were properly accounted for by the CSNour mine planning department.


table of contents

The Brazilian government charges us a royalty known as the Financial Compensation for Exploiting Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais), or CFEM, on the revenues from the sale of minerals we extract, net of taxes, insurance costs and costs of transportation. DNPM is responsible for enacting regulations on CFEM and auditing the mining companies to ensure the proper payment of CFEMCFEM. The current annual rates are:

·        3% on bauxite, potash and manganese ore;

·        2% foron iron ore, kaolin, copper, nickel, fertilizers and other minerals; and

·        1% on gold.

The Mineral Code and ancillary mining laws and regulations also impose other financial obligations. For example, mining companies must compensate landowners for the damages and loss of income caused by the use and occupation of the land (either for exploitation or exploration) and must also share with the landowners the results of the exploration (in a rate of 50% of the CFEM). Mining companies must also request the relevant governmental entity to use public lands when mining in such land and compensate the governmentsuch entities for any damages caused to such public lands.lands, if applicable. A substantial majority of our mines and mining concessions are on lands owned by us or on public lands for which we hold mining concessions.

The Brazilian Congress is currently reviewing a bill that proposes significant changes in the Mineral Code, including a potential increase of the CFEM rates, which may have a material impact on our mining operations..

Antitrust Regulation

We are subject to various laws in Brazil which seek to maintain a competitive commercial environment. The competition law and practice in Brazil isused to be governed primarily by Law No. 8,884/94, theLei de Defesa da Concorrência, or Competition Defense Law.  TheLaw, under which terms the Brazilian Antitrust System is currently comprisedwas composed of three agencies, namelySecretaria de Direito Econômico(SDE) andConselho Administrativo de Defesa Econômica (CADE),both entailed to Brazil’s Ministry of Justice, andSecretaria de Acompanhamento Econômico (SEAE),entailed to Brazil’s Ministry of Treasury.


Table of Contents

SDE hashad broad authority to promote economic competition among companies in Brazil, including the ability to suspend price increases and investigate collusive behavior between companies.

A new Antitrust Law was enacted in 2011 (Law No. 12,529/11) and came into force on May 30, 2012, which provided for significant changes in both structure, including the creation of the new CADE, and proceedings. The main change was the introduction of a mandatory pre-merger notification system, as opposed to the post-merger review system previously in force. The new CADE is now formed by an Administrative Tribunal of Economic Defense(Tribunal Administrativo de Defesa Econômica), a General-Superintendence(Superintendência-Geral)and a Department of Economic Studies(Departamento de Estudos Econômicos)

If CADE determines that certain companies have acted collusively to raise prices, it has the authority to impose fines on the offending companies, prohibit them from receiving loans from Brazilian government sources and bar them from bidding on public projects. In addition, CADE has the authority to dissolve mergers and to require a company to divest assets should it determine that the industry in which it operates is insufficiently competitive.

A new Antitrust Law was enacted in 2011 (Law No. 12,529/11), which provides for significant changes in both the current structure and proceedings. The main change is the introduction of a mandatory pre-merger notification system, as opposed to the post-merger review system currently in force. The new CADE will be formed by an Administrative Tribunal of Economic Defense(Tribunal Administrativo de Defesa Econômica), a General-Superintendence(Superintendência-Geral)and a Department of Economic Studies(Departamento de Estudos Econômicos). Law No. 12,529/11 is expectedto come into force on May 30, 2012.

For further antitrust-related information, see “Item 8A. Consolidated Statements and Other Financial Information-Legal Proceedings”.Proceedings.”


table of contents

Regulation of Other Activities  

In addition to mining, environmental and antitrust regulation, we are subject to comprehensive regulatory regimes for certain of our other activities, including railroad transport,railway transportation, electricity generation and ports.

Our railroadrailway business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the transportation regulatory agencyAgência Nacional de Transportes Terrestres(ANTT),ANTT and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2011,2013, we owned the following railroadrailway related assets: (i) a 33.27% direct and indirect participation in MRS Logística S.A., which holds a concession to operate Brazil’s Southeastern railway system until 2026, renewable for an additional 30 years, and (ii) a 70.91%77.30% participation in Transnordestina Logística S.A.,TLSA, which holds a concession to operate the Railway System II (which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system until the earlier of 2057, or the date when TLSA reaches a rate of annual return of 6.75% of its total investment and (iii) a 88.41% participation in FTL, which holds a concession to operate the Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins) of Brazil’s Northeastern railway system until 2027, renewable for an additional 30 years.

Our electricity generation business is subject to regulation and supervision by the Brazilian Ministry of Mines and Energy, the electricity regulatory agency (Agência Nacional de Energia Elétrica (ANEEL)), or ANEEL, and theOperador Nacional do Sistema Elétrico (ONS). ONS. As of December 31, 2011,2013, we owned the following energy related assets: (i) a 238 MW thermoelectric co-generation power plant at our Presidente Vargas Steelworks, (ii) a 48.75% participation in Itá Energética S.A. (“Itasa”)ITASA, which owns and operates 60.5% of the Itá hydroelectric facility on the Uruguay river in Southern Brazil under a renewable 30-year concession until 2030, and (iii) a 17.9% participation in the consortium that built and has the right to operate the Igarapava hydroelectric facility in Southeast Brazil under a renewable 30-year concession until 2028.

Our port business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the ports and navigation agency (Agência Nacional de Transportes Aquaviários (ANTAQ).), or ANTAQ. As of December 31, 2011,2013, we owned the following port related assets: (i) a concession to operate the Terminal de Carvão (“TECAR”), the solid bulks terminal at Itaguaí Port, located in the State of Rio de Janeiro,TECAR, which expires in 2022, renewable for an additional 25 years, and (ii) a 99.99% participation in Sepetiba Tecon S.A. (“TECON”),TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term until 2023,2026, renewable for an additional 25 years.

For further information on our logistics and energy segments, see “Item 4B. Business Overview”.Overview.”

Proceedings Related to Protectionist Measures

Over the past several years, exports of steel products from various countries and companies, including Brazil and us, have been the subject of anti-dumping, countervailing duty and other trade related investigations from importing countries. These investigations resulted in duties that limit our access to certain markets. Despite the imposed limitations, our exports have not been significantly affected, as we were able to re-direct our sales from restricted markets to other markets, and also because the volume of exports or products available for export has been decreasing as a result of the increased demand from our domestic market and thus present participation of exports in our total sales has been significantly reduced.


Table of Contents

In Brazil, we are subject to regulation and supervision by the Ministry of Development, Industry and Foreign Trade, the Secretary of Foreign Trade (Secretaria de Comércio Exterior (SECEX)), or SECEX, and the Commercial Defense Department (Departamento de Defesa Comercial (DECOM).  Worlwide,), or DECOM. Worldwide, our exports are subject to the protectionist measures summarized below.

United States

Anti-dumping (AD) and Countervailing Duties (CVD). In the U.S., we are subject to regulation and supervision by the U.S. Department of Commerce, (DOC),or DOC, the International Trade Commission, (ITC),or ITC, the International Trade Administration, (ITA)or ITA, and the Import Administration, (IA).or IA. In September 1998, U.S. authorities initiated anti-dumping and countervailing duties investigations on hot-rolled steel sheet and coil imported from Brazil and other countries. In February 1999,The result of this investigation was the DOC reached a preliminary determination onimposition of an anti-dumping margin of 41.27% and countervailing duties of 6.35%.

On June 2011 the anti-dumping and countervailing orders were revoked by the ITC. The ITC’s decision was appealed to the U.S. Court of International Trade, or CIT, which issued its opinion upholding the ITCs decision, this decision was also appealed to the U.S. Court of Appeals for the Federal Circuit, or CAFC, which decision was to finally maintain the revocation of both the anti-dumping and countervailing duties margins.  We were found to have preliminary marginsorders.


table of 50.66% for anti-dumping, and of 6.62% for countervailing duties.contents

In July 1999, Brazil and the United States signed a five-year suspension agreement, suspending the anti-dumping investigation and establishing a minimum price of US$327 per ton (delivery duty paid), subject to quarterly review by the DOC.  In February 2002, the U.S. government terminated the anti-dumping suspension agreement and reinstated the anti-dumping margin of 41.27%.  In April 2004, we requested the DOC to conduct an administrative review of the anti-dumping investigation.  Through this review, in April 2005, we obtained a favorable preliminary determination of “zero” margin of dumping from the DOC.  Final determination was issued in October 2005 and the “zero” margin of dumping preliminarily found by the DOC was confirmed.  With respect to the countervailing duties investigation, the Brazilian and U.S. governments signed, in July 1999, a suspension agreement which limited exports of hot-rolled sheets and coils from Brazil to 295,000 tons per year.  At the request of the Brazilian government, the agreement was terminated in September 2004.  Upon termination of this agreement, countervailing duties of 6.35% became effective regarding imports of hot-rolled products from Brazil. 

Simultaneously to the administrative review, we participated in an anti-dumping and countervailing duties expiry review which involved the exports of hot-rolled sheet and coils to the U.S. The expiry review was jointly developed by the ITC and the DOC, through the IA, and was initiated in May 2004. A final determination was rendered in April 2005, retaining the anti-dumping and countervailing duties orders until May 12, 2010.

InApril 2010, another anti-dumping and countervailing duties expiry review was initiated and jointly developed by the DOC and ITC through the IA.  The final determination was issued in June 6, 2011 and revoked both the anti-dumping and the countervailing duties orders.

Canada

Anti-dumping. In Canada, we are subject to regulation and supervision by the Canadian International Trade Tribunal, (CITT),or CITT, the Canada Border Services Agency, (CBSA)or CBSA and the Anti-dumping and Countervailing Directorate.

In January 2001, the Canadian government initiated an anti-dumping investigation process involving hot-rolled sheets and coils exported from Brazil. The investigation was concluded in August 2001, with the imposition by Canada of an anti-dumping tax of 26.3% on imports of those products from Brazil, with minimum prices to be observed.  In August 2002,order.

Despite the CBSA initiated a revision of the values previously established and, in March 2003, the revised values were determined.  These values are adjusted whenever there is an adjustment of Canadian domestic prices.  In February 2005, the CBSA initiated a reinvestigation of hot-rolled sheets and coils.  We did not participate in this investigation.

In December 2005, the CITT initiated an expiry review of hot-rolled products, in which we participated.  A final determination was issued in August 2006, determining the continuation of the anti-dumping order for hot-rolled products.  As a result, exports of our hot–rolled products tolimitations imposed by Canada, are subject to anti-dumping duties of 77%.

In October 2010, the  CITT initiated an expiry review of hot-rolled products, in which CSN decided not to participate.


Table of Contents

Argentina

Anti-dumping – hot-rolled products.  In Argentina,since we are subject to regulation and supervision by the Ministry of Economy and Production, the Secretaria de Industria y Comercio, the Secretaria de la Pequeñnot a y Mediana Empresa and the Subsecretaria de Política y Gestión Comercial.  Argentina commenced an anti-dumping investigation of hot-rolled products from Brazil, Russia and the Ukraine in October 1998.  In April 1999, the Argentine government applied a provisional anti-dumping order on Brazilian imports, fixing a minimum price of US$410 per ton FOB (free on board), for four months ending in August 1999.

In December 1999, the Argentine government accepted a suspension agreement of the anti-dumping measures, providing for quotas of 36,000 tons for the first year, 38,000 tons for the second and 39,000 tons for the third, fourth and fifth years, and minimum prices from US$325 to US$365 per ton CFR FO (cost, insurance and freight, free out), subject to quarterly adjustments based on the publication of the Argentine National Institute of Statistics and Census, or INDEC.

In January 2005, an expiry review of the anti-dumping process was initiated to analyze the maintenance, modification and/or derogation of the action of the administrative authority of the Argentine government.  We participated in this review.  In June 2006, Argentina published Resolution No. 412/2006 terminating the anti-dumping investigation for hot-rolled products from Brazil, Russia and the Ukraine, determining a margin of 147.95% to Brazil. The application of anti-dumping duties was replaced by a suspension agreement set forth in that same resolution. The suspension agreement was valid for five years from its publication, from June 6, 2006 until June 5, 2011. The suspension agreement expired on June 6, 2011,  and, as a consequence, the order is considered revoked and the exports of hot rolled to Argentinacoil exporter we are no longer subject to anti-dumping duties.not currently affected.

Overview of Steel Industry

World Steel Industry

The worldwide steel industry comprises hundreds of steelmaking facilities divided into two major categories, integrated steelworks and non-integrated steelworks, depending on the method used for producing steel. Integrated plants, which accounted for approximately 66%2/3 of worldwide crude steel production in 2008,2013, typically produce steel by smelting in blast furnaces the iron oxide found in ore and refining the iron into steel, mainly through the use of basic oxygen furnaces or, more rarely, in electric arc furnaces. Non-integrated plants (sometimes referred to as mini-mills), which accounted for approximately 34%1/3 of worldwide crude steel production in 2008,2013, produce steel by melting scrap metal, occasionally complemented with other metallic materials, such as direct reduction iron or hot-briquette iron, in electric arc furnaces. Industry experts expect that a lack of a reliable and continuous supply of quality scrap metal, as well as the high cost of electricity, may restrict the growth of mini- mills.

Steel continues to be the material of choice in the automotive, construction, machinery and other industries. Notwithstanding potential threats from substitute materials such as plastics, aluminum, glass and ceramics, especially for the automotive industry, steel continues to demonstrate its economic advantage. From 19902003 through 2005,2013, total global crude steel production ranged betweenaveraged approximately 770 million and 1.11.3 billion tons per year. According to the World Steel Association,WSA, in 2011,2013, production reached a new record of 1.531.68 billion tons, which represents a 6.8%3.5% increase as compared to 2010.2012. All major producing countries, except for JapanUnited States, Russia, South Korea, Turkey, Brazil and Spain,Ukraine, increased their production levels in 2011.2013.

China’s crude steel production in 20112013 reached 695779 million tons, an increase of 8.9%7.5% as compared to 2010.2012. Production volume in China has more than tripled in the last nineten years, from 222 million tons in 2002. China’s share of world steel production increased from 44.7%48.5% in 20102012 to 45.5%46.7% in 2011.2013. In 2011,2013, Asian countries improved their production by 7.9%6.0%, reaching 988 million tons.1.08 bilion tons, according to WSA.

Brazilian Steel Industry

Since the 1940s, steel has been of vital importance to the Brazilian economy. During the 1970s, strong government investments were made to provide Brazil with a steel industry able to support the country’s industrialization boom. After a decade of little to no investment in the sector in the 1980s, the government selected the steel sector as the first for privatization commencing in 1991, resulting in a more efficient group of companies operating today.


Table of Contents

A Privatized Industry

During almost 50 years of state control, the Brazilian flat steel sector was coordinated on a national basis under the auspices ofSiderbrás, the national steel monopoly. The state had far less involvement in the non-flat steel sector, which has traditionally been made up of smaller private sector companies. The larger integrated flat steel producers operated as semi autonomous companies under the control of Siderbrás and were each individually privatized between 1991 and 1993. We believe that the privatization of the steel sector in Brazil has resulted in improved financial performance, as a result of increased efficiencies, higher levels of productivity, lower operating costs, a decline in the labor force and an increase in investment.


table of contents

Domestic DemandManifesto de Mina, which gives us full ownership over the mineral deposits existing within our property limits. Our iron ore mining activities at Engenho and Fernandinho mines are based on concessions granted by the Ministry of Mines and Energy, which grant us the right to exploit mineral resources from such mines for an indeterminate period of time lasting until the exhaustion of the mineral deposits. Our limestone and dolomite mining activities at the Bocaína mine and our tin mining activities at Ariquemes (ERSA mine) are based on concessions under similar conditions. See “Item 4D. Property, Plant and Equipment” for further information.

Mineral Rights and Ownership

Historically,Our mineral rights for Casa de Pedra mine include the Brazilian steel industry hasmining concession, a beneficiation plant, roads, a loading yard and a railway branch, and are duly registered with theDNPM. We hold title to all of our proved and probable reserves. In addition, we have been affectedgranted by substantial fluctuationsDNPM easements in domestic demand for steel.  Although national per capita consumption varies with GDP, fluctuations15 mine areas located in steel consumption tend to be more pronounced than changes in economic activity.  Crude steel consumption per capita in Brazil has increased from 104 kilograms in 1999 to 147 kilograms in 2010. It is still considered low when compared to the levelssurrounding region, which are not currently part of some developed countries, such as the United States and Germany.

From 2005 to 2007, despite a good global economic scenario, Brazilian GDP grew on average 4.4%. In 2008 and 2009, overall global economic activity slowed significantly and domestic apparent steel consumption amounted to 24.0 million tons and 18.6 million tons, respectively.In 2010,Casa de Pedra mine, with the recoverypurpose to expand our operations.

In addition, we have obtained and are in compliance with all licenses and authorizations for our operations and projects at Casa de Pedra mine.

The exploitation in Casa de Pedra mine is subject to mining lease restrictions, which were duly addressed in our iron ore reserve calculations. Quality requirements (chemical and physical) are the key “modifying factors” in the definition of the global economy, domestic demand roseore reserves at Casa de Pedra and were properly accounted for by 43% to 26.6 million tons. On the other hand, in 2011, domestic steel demand decreased 4.2% to 25.0 million tons, mainly due to high levelsour mine planning department.


table of inventory held by distributors and increased indirect imports.contents

The Brazilian flat steel sectorgovernment charges us a royalty known as the Financial Compensation for Exploiting Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais), or CFEM, on the revenues from the sale of minerals we extract, net of taxes, insurance costs and costs of transportation. DNPM is shifting productionresponsible for enacting regulations on CFEM and auditing the mining companies to ensure the proper payment of CFEM. The current annual rates are:

·3% on bauxite, potash and manganese ore;

·2% on iron ore, kaolin, copper, nickel, fertilizers and other minerals; and

·1% on gold.

The Mineral Code and ancillary mining laws and regulations also impose other financial obligations. For example, mining companies must compensate landowners for the damages and loss of income caused by the use and occupation of the land (either for exploitation or exploration) and must also share with the landowners the results of the exploration (in a rate of 50% of the CFEM). Mining companies must also request the relevant governmental entity to use public lands when mining in such land and compensate such entities for any damages caused to such public lands, if applicable. A substantial majority of our mines and mining concessions are on lands owned by us or on public lands for which we hold mining concessions.

The Brazilian Congress is currently reviewing a bill that proposes significant changes in the Mineral Code, including a potential increase of the CFEM rates, which may have a material impact on our mining operations..

Antitrust Regulation

We are subject to various laws in Brazil which seek to maintain a competitive commercial environment. The competition law and practice in Brazil used to be governed primarily by Law No. 8,884/94, theLei de Defesa da Concorrência, or Competition Defense Law, under which terms the Brazilian Antitrust System was composed of three agencies, namelySecretaria de Direito Econômico(SDE) andConselho Administrativo de Defesa Econômica (CADE),both entailed to Brazil’s Ministry of Justice, andSecretaria de Acompanhamento Econômico (SEAE),entailed to Brazil’s Ministry of Treasury. SDE had broad authority to promote economic competition among companies in Brazil, including the ability to suspend price increases and investigate collusive behavior between companies.

A new Antitrust Law was enacted in 2011 (Law No. 12,529/11) and came into force on May 30, 2012, which provided for significant changes in both structure, including the creation of the new CADE, and proceedings. The main change was the introduction of a mandatory pre-merger notification system, as opposed to the higher value-added consumer durable sector.  This sectorpost-merger review system previously in force. The new CADE is highly dependentnow formed by an Administrative Tribunal of Economic Defense(Tribunal Administrativo de Defesa Econômica), a General-Superintendence(Superintendência-Geral)and a Department of Economic Studies(Departamento de Estudos Econômicos)

If CADE determines that certain companies have acted collusively to raise prices, it has the authority to impose fines on domestic consumer confidence,the offending companies, prohibit them from receiving loans from Brazilian government sources and bar them from bidding on public projects. In addition, CADE has the authority to dissolve mergers and to require a company to divest assets should it determine that the industry in which it operates is insufficiently competitive.

For further antitrust-related information, see “Item 8A. Consolidated Statements and Other Financial Information-Legal Proceedings.”


table of contents

Regulation of Other Activities

In addition to mining, environmental and antitrust regulation, we are subject to comprehensive regulatory regimes for certain of our other activities, including railway transportation, electricity generation and ports.

Our railway business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the ANTT and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2013, we owned the following railway related assets: (i) a 33.27%participation in turn,MRS Logística S.A., which holds a concession to operate Brazil’s Southeastern railway system until 2026, renewable for an additional 30 years, (ii) a 77.30% participation in TLSA, which holds a concession to operate the Railway System II (which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system until the earlier of 2057, or the date when TLSA reaches a rate of annual return of 6.75% of its total investment and (iii) a 88.41% participation in FTL, which holds a concession to operate the Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins) of Brazil’s Northeastern railway system until 2027, renewable for an additional 30 years.

Our electricity generation business is affectedsubject to regulation and supervision by economic policiesthe Brazilian Ministry of Mines and certain expectationsEnergy, the electricity regulatory agency (Agência Nacional de Energia Elétrica), or ANEEL, and the ONS. As of December 31, 2013, we owned the following energy related assets: (i) a 238 MW thermoelectric co-generation power plant at our Presidente Vargas Steelworks, (ii) a 48.75% participation inITASA, which owns and operates 60.5% of the current government administration.  Itá hydroelectric facility on the Uruguay river in Southern Brazil under a renewable 30-year concession until 2030, and (iii) a 17.9% participation in the consortium that built and has the right to operate the Igarapava hydroelectric facility in Southeast Brazil under a renewable 30-year concession until 2028.

Our port business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the ports and navigation agency (Agência Nacional de Transportes Aquaviários), or ANTAQ. As of December 31, 2013, we owned the following port related assets: (i) a concession to operate TECAR, which expires in 2022, renewable for an additional 25 years, and (ii) a 99.99% participation in TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term until 2026, renewable for an additional 25 years.

For further information on our logistics and energy segments, see “Item 4B. Business Overview.”

Proceedings Related to Protectionist Measures

Over the past several years, automobile manufacturers made significant investmentsexports of steel products from various countries and companies, including Brazil and us, have been the subject of anti-dumping, countervailing duty and other trade related investigations from importing countries. These investigations resulted in duties that limit our access to certain markets. Despite the imposed limitations, our exports have not been significantly affected, as we were able to re-direct our sales from restricted markets to other markets, and also because the volume of exports or products available for export has been decreasing as a result of the increased demand from our domestic market and thus present participation of exports in our total sales has been significantly reduced.

In Brazil, we are subject to regulation and supervision by the Ministry of Development, Industry and Foreign Trade, the Secretary of Foreign Trade (Secretaria de Comércio Exterior), or SECEX, and the Commercial Defense Department (Departamento de Defesa Comercial), or DECOM. Worldwide, our exports are subject to the protectionist measures summarized below.

United States

Anti-dumping (AD) and Countervailing Duties (CVD). In the U.S., we are subject to regulation and supervision by the U.S. Department of Commerce, or DOC, the International Trade Commission, or ITC, the International Trade Administration, or ITA, and the Import Administration, or IA. In September 1998, U.S. authorities initiated anti-dumping and countervailing duties investigations on hot-rolled steel sheet and coil imported from Brazil and other countries. The result of this investigation was the imposition of an anti-dumping margin of 41.27% and countervailing duties of 6.35%.

On June 2011 the anti-dumping and countervailing orders were revoked by the ITC. The ITC’s decision was appealed to the U.S. Court of International Trade, or CIT, which issued its opinion upholding the ITCs decision, this decision was also appealed to the U.S. Court of Appeals for the Federal Circuit, or CAFC, which decision was to finally maintain the revocation of both the anti-dumping and countervailing duties orders.


table of contents

Canada

Anti-dumping. In Canada, we are subject to regulation and supervision by the Canadian International Trade Tribunal, or CITT, the Canada Border Services Agency, or CBSA and the Anti-dumping and Countervailing Directorate.

In January 2001, the Canadian government initiated an anti-dumping investigation process involving hot-rolled sheets and coils exported from Brazil. In 2009The investigation was concluded in August 2001, with the imposition by Canada of an anti-dumping order.

Despite the limitations imposed by Canada, since we are not a hot rolled coil exporter we are not currently affected.

Overview of Steel Industry

World Steel Industry

The worldwide steel industry comprises hundreds of steelmaking facilities divided into two major categories, integrated steelworks and 2010, vehiclenon-integrated steelworks, depending on the method used for producing steel. Integrated plants, which accounted for approximately 2/3 of worldwide crude steel production recovered fromin 2013, typically produce steel by smelting in blast furnaces the 2008 financial crisisiron oxide found in responseore and refining the iron into steel, mainly through the use of basic oxygen furnaces or, more rarely, in electric arc furnaces. Non-integrated plants (sometimes referred to government incentivesas mini-mills), which accounted for approximately 1/3 of worldwide crude steel production in 2013, produce steel by melting scrap metal, occasionally complemented with other metallic materials, such as tax cuts.In 2011,direct reduction iron or hot-briquette iron, in electric arc furnaces. Industry experts expect that a lack of a reliable and continuous supply of quality scrap metal, as well as the Brazilian markethigh cost of electricity, may restrict the growth of mini- mills.

Steel continues to be the material of choice in the automotive, construction, machinery and other industries. Notwithstanding potential threats from substitute materials such as plastics, aluminum, glass and ceramics, especially for the automotive industry, steel continues to demonstrate its economic advantage. From 2003 through 2013, total global crude steel production averaged approximately 1.3 billion tons per year. According to the WSA, in 2013, production reached a new record 3.6 million vehicles sold. Also, exports rose by 7.7%of 1.68 billion tons, which represents a 3.5% increase as compared to 2012. All major producing countries, except for United States, Russia, South Korea, Turkey, Brazil and Ukraine, increased their production levels in the same period, generating revenues of US$15.4 billion.2013.

Market Participants

According to IABR (Instituto Aço Brasil), the Brazilian steel industry is composed of 28 mills managed by 10 corporate groups, with an installed annual capacity of approximately 45 million tons, producing a full range of flat, long, carbon, stainless and specialty steel. 

Capacity Utilization

There were no changes in Brazilian nominalChina’s crude steel production capacity in 2011 compared to 2010. This capacity was estimated at 42 million tons (including the 5 million tons CSA facility, which started production in 2010). The local steel industry operated at approximately 78% utilization in 2011, in line with the level recorded in 2010.

Exports/Imports

Brazil has been playing an important role in the export market, primarily as an exporter of semi-finished products.  The Brazilian steel industry has taken several steps towards expanding its capacity to produce value-added products.  Brazil’s exports of semi-finished steel products2013 reached 5.7 million tons in 2008 and 4.6 million tons in 2009, which represented 62% and 54% of total steel exports for each period, respectively.  In 2010, slabs and billets exports totaled 5.3 million tons (58% of tons exported in the year). In 2011, the exports of semi-finished products reached 7.2779 million tons, an increase of 36.4%7.5% as compared to 2010, representing 66% of total exports.

In 2011, Brazilian steel exports totaled 10.8 million tons, representing 34% of total Brazilian steelmakers’ sales (domestic plus exports) and accounting for US$8.4 billion2012. Production volume in export earnings for Brazil.  OverChina has more than tripled in the last 20ten years, the Brazilian steel industry has been characterized by a structural need to export, which is demonstrated by the industry’s supply demand curve.  The Brazilian steel industry has experienced periods of overcapacity, cyclicality and intense competition during the past several years.  Demand for finished steel products, as measured by domesticapparent consumption, has consistently fallen short of total supply (defined as total production plus imports).  In 2011, supply totaled 35.2 million tons, as compared to apparent consumption of 25.2 million tons.


Table of Contents

In 2011, steel imports decreased 35.9% as compared to 2010,  to 3.8 million tons,  which corresponds to 15% of apparent domestic consumption. In 2010, steel imports increased 154% to 5.93 million tons (22% of apparent domestic consumption) as compared to 2.3from 222 million tons in 2009 (8.6%2002. China’s share of world steel consumption)production increased from 48.5% in 2012 to 46.7% in 2013. In 2013, Asian countries improved their production by 6.0%, reaching 1.08 bilion tons, according to IABR.WSA.

For information onBrazilian Steel Industry

Since the production by1940s, steel has been of vital importance to the largest Brazilian economy. During the 1970s, strong government investments were made to provide Brazil with a steel companies, see “Item 4B.  Business Overview—Competition—Competitionindustry able to support the country’s industrialization boom. After a decade of little to no investment in the Brazilian Steel Industry.”

4C. Organizational Structure

We conduct our business directly and through subsidiaries.  For more information on our organizational structure, see Note 2(b) to our consolidated financial statements included in “Item 18.  Financial Statements.”

4D. Property, Plant and Equipment

Our principal executive offices are locatedsector in the city1980s, the government selected the steel sector as the first for privatization commencing in 1991, resulting in a more efficient group of São Paulo,companies operating today.

A Privatized Industry

During almost 50 years of state control, the StateBrazilian flat steel sector was coordinated on a national basis under the auspices of São Paulo at Avenida Brigadeiro Faria Lima, 3,400, 20th floor (telephone number 55-11-3049-7100)Siderbrás, and our main production operations are locatedthe national steel monopoly. The state had far less involvement in the citynon-flat steel sector, which has traditionally been made up of Volta Redonda,smaller private sector companies. The larger integrated flat steel producers operated as semi autonomous companies under the control of Siderbrás and were each individually privatized between 1991 and 1993. We believe that the privatization of the steel sector in Brazil has resulted in improved financial performance, as a result of increased efficiencies, higher levels of productivity, lower operating costs, a decline in the State of Rio de Janeiro, located approximately 120 km from the city of Rio de Janeiro.  Presidente Vargas Steelworks, our steel mill, islabor force and an integrated facility covering approximately 4.0 square km and locatedincrease in the city of Volta Redonda in the State of Rio de Janeiro.  Our iron ore, limestone and dolomite mines are located in the State of Minas Gerais, which borders the State of Rio de Janeiro to the north.  Each of these mines lies within 500 km of, and is connected by rail and paved road to, the city of Volta Redonda.investment.


The

table below sets forth certain material information regarding our property as of December 31, 2011.contents

Facility

Location

Size

Use

Productive Capacity

Title

Encumbrances

Presidente Vargas Steelworks 

Volta Redonda, State of Rio de Janeiro 

4.0 square km 

steel mill 

5.6 million tons per year 

owned 

None 

CSN Porto Real (former GalvaSud)

Porto Real, State of Rio de Janeiro 

0.27 square km 

galvanized steel producer 

350,000 tons per year 

owned 

mortgage(1)(2)

CSN Paraná 

Araucária, State of Paraná 

0.98 square km 

galvanized and pre-painted products 

100,000 tons of pre- painted product and 220,000 tons of pickled hot-rolled coils 

owned 

None 

Metalic 

Maracanaú, State of Ceará 

0.10 square km 

steel can manufacturer 

900 million cans per year 

owned 

None

Prada 

São Paulo, State of São Paulo and Uberlândia, State of Minas Gerais 

SP – 0.14 square km; 

steel can manufacturer 

1 billion cans per year 

owned 

None 

MG – 0.02 square km; 

CSN, LLC 

Terre Haute, Indiana, USA 

0.78 square km 

cold-rolled and galvanized products 

800,000 tons of cold-rolled products and 315,000 tons per year of galvanized products 

owned 

None 


Table of Contents

Lusosider 

Seixal, Portugal 

0.39 square km 

hot-dip galvanized, cold-rolled and tin products 

240,000 tons of galvanized products and 50,000 tons of cold-rolled products per year 

owned 

None 

Prada 

Mogi das Cruzes, State of São Paulo 

0.20 square km 

distributor 

730,000 tons per year 

owned 

None 

Casa de Pedra mine 

Congonhas, State of Minas Gerais  

44.57 square km 

iron ore mine 

60.0 mtpy(3)

owned(4)

None 

Engenho mine(5)

Congonhas, State of Minas Gerais 

2.87 square km 

iron ore mine 

5.0 mtpy

concession 

None 

Fernandinho mine(5)

Itabirito, State of Minas Gerais 

1.84 square km 

iron ore mine 

2.0 mtpy 

concession 

None 

Bocaina mine 

Arcos, State of Minas Gerais 

4.11 square km 

limestone and dolomite mines

4.0 mtpy 

concession 

None 

ERSA mine 

Ariquemes, State of Rondônia 

0.015 square km 

 tin mine 

1,800 tons 

concession 

None 

Thermoelectric co-generation power plant 

Volta Redonda, State of Rio de Janeiro 

0.04 square km 

power plant 

238 MW 

owned 

None 

Itá(6)

Uruguay River - Southern Brazil 

9.87 square km 

power plant 

1,450 MW 

concession 

None 

Igarapava(7)

State of Minas Gerais 

5.19 square km 

power plant 

210 MW 

concession 

None 

Southeastern 

Southern and Southeastern regions of Brazil 

1,674 km of tracks 

railway 

-- 

concession 

None 

Railway System(8)

Transnordestina 

Northern and northeastern regions of Brazil 

4,238 km of tracks 

railway 

-- 

concession 

None 

TECAR at Itaguaí Port 

Itaguaí, State of Rio de Janeiro 

0.69 square km 

raw materials 

4 mtpy 

concession 

None 

Container terminal - TECON at Itaguaí port 

Itaguaí, State of Rio de Janeiro 

0.44 square km 

containers 

2 mtpy 

concession 

None 

Land 

State of Rio de Janeiro 

31.02 square km 

undeveloped 

-- 

owned 

pledge(9)/Collateral / mortgage(2)

Land 

State of Santa Catarina 

6.22 square km 

undeveloped 

-- 

owned 

pledge(9)/Collateral 

Land 

State of Minas Gerais 

34.94 square km 

undeveloped 

-- 

owned 

None 

Land 

State of Piaui 

506,95 square km

undeveloped 

owned

None

(1)      Pursuant to a loan agreement entered into by the State of Rio de Janeiro and Galvasud as of May 4, 2000. 
(2)      Pursuant to a loan agreement entered into by Kreditanstatt Für Wiederafbau, Galvasud and Unibanco as of August 23, 1999. 
(3)      Information on equipment fleet installed annual ROM capacity.  For information on installed annual production of products capacity, and information on mineral reserves at our Casa de Pedra mine, see “—Reserves at Casa de Pedra Mine” and table under “—Casa de Pedra Mine” below. 
(4)      Based on the
Manifesto de Mina, which gives us full ownership over the mineral deposits existing within our property limits. Our iron ore mining activities at Engenho and Fernandinho mines are based on concessions granted by the Ministry of Mines and Energy, which grant us the right to exploit mineral resources from such mines for an indeterminate period of time lasting until the exhaustion of the mineral deposits. Our limestone and dolomite mining activities at the Bocaína mine and our tin mining activities at Ariquemes (ERSA mine) are based on concessions under similar conditions. See “Item 4D. Property, Plant and Equipment” for further information.

Mineral Rights and Ownership

Our mineral rights for Casa de Pedra mine include the mining concession, a beneficiation plant, roads, a loading yard and a railway branch, and are duly registered with theDNPM. We hold title to all of our proved and probable reserves. In addition, we have been granted by DNPM easements in 15 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine, with the purpose to expand our operations.

In addition, we have obtained and are in compliance with all licenses and authorizations for our operations and projects at Casa de Pedra mine.

The exploitation in Casa de Pedra mine is subject to mining lease restrictions, which were duly addressed in our iron ore reserve calculations. Quality requirements (chemical and physical) are the key “modifying factors” in the definition of ore reserves at Casa de Pedra and were properly accounted for by our mine planning department.


table of contents

The Brazilian government charges us a royalty known as the Financial Compensation for Exploiting Mineral Resources (Compensação Financeira pela Exploração de Recursos Minerais), or CFEM, on the revenues from the sale of minerals we extract, net of taxes, insurance costs and costs of transportation. DNPM is responsible for enacting regulations on CFEM and auditing the mining companies to ensure the proper payment of CFEM. The current annual rates are:

·3% on bauxite, potash and manganese ore;

·2% on iron ore, kaolin, copper, nickel, fertilizers and other minerals; and

·1% on gold.

The Mineral Code and ancillary mining laws and regulations also impose other financial obligations. For example, mining companies must compensate landowners for the damages and loss of income caused by the use and occupation of the land (either for exploitation or exploration) and must also share with the landowners the results of the exploration (in a rate of 50% of the CFEM). Mining companies must also request the relevant governmental entity to use public lands when mining in such land and compensate such entities for any damages caused to such public lands, if applicable. A substantial majority of our mines and mining concessions are on lands owned by us or on public lands for which we hold mining concessions.

The Brazilian Congress is currently reviewing a bill that proposes significant changes in the Mineral Code, including a potential increase of the CFEM rates, which may have a material impact on our mining operations..

Antitrust Regulation

We are subject to various laws in Brazil which seek to maintain a competitive commercial environment. The competition law and practice in Brazil used to be governed primarily by Law No. 8,884/94, theLei de Defesa da Concorrência, or Competition Defense Law, under which terms the Brazilian Antitrust System was composed of three agencies, namelySecretaria de Direito Econômico(SDE) andConselho Administrativo de Defesa Econômica (CADE),both entailed to Brazil’s Ministry of Justice, andSecretaria de Acompanhamento Econômico (SEAE),entailed to Brazil’s Ministry of Treasury. SDE had broad authority to promote economic competition among companies in Brazil, including the ability to suspend price increases and investigate collusive behavior between companies.

A new Antitrust Law was enacted in 2011 (Law No. 12,529/11) and came into force on May 30, 2012, which provided for significant changes in both structure, including the creation of the new CADE, and proceedings. The main change was the introduction of a mandatory pre-merger notification system, as opposed to the post-merger review system previously in force. The new CADE is now formed by an Administrative Tribunal of Economic Defense(Tribunal Administrativo de Defesa Econômica), a General-Superintendence(Superintendência-Geral)and a Department of Economic Studies(Departamento de Estudos Econômicos)

If CADE determines that certain companies have acted collusively to raise prices, it has the authority to impose fines on the offending companies, prohibit them from receiving loans from Brazilian government sources and bar them from bidding on public projects. In addition, CADE has the authority to dissolve mergers and to require a company to divest assets should it determine that the industry in which it operates is insufficiently competitive.

For further antitrust-related information, see “Item 8A. Consolidated Statements and Other Financial Information-Legal Proceedings.”


table of contents

Regulation of Other Activities

In addition to mining, environmental and antitrust regulation, we are subject to comprehensive regulatory regimes for certain of our other activities, including railway transportation, electricity generation and ports.

Our railway business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the ANTT and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2013, we owned the following railway related assets: (i) a 33.27%participation in MRS Logística S.A., which holds a concession to operate Brazil’s Southeastern railway system until 2026, renewable for an additional 30 years, (ii) a 77.30% participation in TLSA, which holds a concession to operate the Railway System II (which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system until the earlier of 2057, or the date when TLSA reaches a rate of annual return of 6.75% of its total investment and (iii) a 88.41% participation in FTL, which holds a concession to operate the Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins) of Brazil’s Northeastern railway system until 2027, renewable for an additional 30 years.

Our electricity generation business is subject to regulation and supervision by the Brazilian Ministry of Mines and Energy, the electricity regulatory agency (Agência Nacional de Energia Elétrica), or ANEEL, and the ONS. As of December 31, 2013, we owned the following energy related assets: (i) a 238 MW thermoelectric co-generation power plant at our Presidente Vargas Steelworks, (ii) a 48.75% participation inITASA, which owns and operates 60.5% of the Itá hydroelectric facility on the Uruguay river in Southern Brazil under a renewable 30-year concession until 2030, and (iii) a 17.9% participation in the consortium that built and has the right to operate the Igarapava hydroelectric facility in Southeast Brazil under a renewable 30-year concession until 2028.

Our port business is subject to regulation and supervision by the Brazilian Ministry of Transportation and the ports and navigation agency (Agência Nacional de Transportes Aquaviários), or ANTAQ. As of December 31, 2013, we owned the following port related assets: (i) a concession to operate TECAR, which expires in 2022, renewable for an additional 25 years, and (ii) a 99.99% participation in TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term until 2026, renewable for an additional 25 years.

For further information on our logistics and energy segments, see “Item 4B. Business Overview.”

Proceedings Related to Protectionist Measures

Over the past several years, exports of steel products from various countries and companies, including Brazil and us, have been the subject of anti-dumping, countervailing duty and other trade related investigations from importing countries. These investigations resulted in duties that limit our access to certain markets. Despite the imposed limitations, our exports have not been significantly affected, as we were able to re-direct our sales from restricted markets to other markets, and also because the volume of exports or products available for export has been decreasing as a result of the increased demand from our domestic market and thus present participation of exports in our total sales has been significantly reduced.

In Brazil, we are subject to regulation and supervision by the Ministry of Development, Industry and Foreign Trade, the Secretary of Foreign Trade (Secretaria de Comércio Exterior), or SECEX, and the Commercial Defense Department (Departamento de Defesa Comercial), or DECOM. Worldwide, our exports are subject to the protectionist measures summarized below.

United States

Anti-dumping (AD) and Countervailing Duties (CVD). In the U.S., we are subject to regulation and supervision by the U.S. Department of Commerce, or DOC, the International Trade Commission, or ITC, the International Trade Administration, or ITA, and the Import Administration, or IA. In September 1998, U.S. authorities initiated anti-dumping and countervailing duties investigations on hot-rolled steel sheet and coil imported from Brazil and other countries. The result of this investigation was the imposition of an anti-dumping margin of 41.27% and countervailing duties of 6.35%.

On June 2011 the anti-dumping and countervailing orders were revoked by the ITC. The ITC’s decision was appealed to the U.S. Court of International Trade, or CIT, which issued its opinion upholding the ITCs decision, this decision was also appealed to the U.S. Court of Appeals for the Federal Circuit, or CAFC, which decision was to finally maintain the revocation of both the anti-dumping and countervailing duties orders.


table of contents

Canada

Anti-dumping. In Canada, we are subject to regulation and supervision by the Canadian International Trade Tribunal, or CITT, the Canada Border Services Agency, or CBSA and the Anti-dumping and Countervailing Directorate.

In January 2001, the Canadian government initiated an anti-dumping investigation process involving hot-rolled sheets and coils exported from Brazil. The investigation was concluded in August 2001, with the imposition by Canada of an anti-dumping order.

Despite the limitations imposed by Canada, since we are not a hot rolled coil exporter we are not currently affected.

Overview of Steel Industry

World Steel Industry

The worldwide steel industry comprises hundreds of steelmaking facilities divided into two major categories, integrated steelworks and non-integrated steelworks, depending on the method used for producing steel. Integrated plants, which accounted for approximately 2/3 of worldwide crude steel production in 2013, typically produce steel by smelting in blast furnaces the iron oxide found in ore and refining the iron into steel, mainly through the use of basic oxygen furnaces or, more rarely, in electric arc furnaces. Non-integrated plants (sometimes referred to as mini-mills), which accounted for approximately 1/3 of worldwide crude steel production in 2013, produce steel by melting scrap metal, occasionally complemented with other metallic materials, such as direct reduction iron or hot-briquette iron, in electric arc furnaces. Industry experts expect that a lack of a reliable and continuous supply of quality scrap metal, as well as the high cost of electricity, may restrict the growth of mini- mills.

Steel continues to be the material of choice in the automotive, construction, machinery and other industries. Notwithstanding potential threats from substitute materials such as plastics, aluminum, glass and ceramics, especially for the automotive industry, steel continues to demonstrate its economic advantage. From 2003 through 2013, total global crude steel production averaged approximately 1.3 billion tons per year. According to the WSA, in 2013, production reached a new record of 1.68 billion tons, which represents a 3.5% increase as compared to 2012. All major producing countries, except for United States, Russia, South Korea, Turkey, Brazil and Ukraine, increased their production levels in 2013.

China’s crude steel production in 2013 reached 779 million tons, an increase of 7.5% as compared to 2012. Production volume in China has more than tripled in the last ten years, from 222 million tons in 2002. China’s share of world steel production increased from 48.5% in 2012 to 46.7% in 2013. In 2013, Asian countries improved their production by 6.0%, reaching 1.08 bilion tons, according to WSA.

Brazilian Steel Industry

Since the 1940s, steel has been of vital importance to the Brazilian economy. During the 1970s, strong government investments were made to provide Brazil with a steel industry able to support the country’s industrialization boom. After a decade of little to no investment in the sector in the 1980s, the government selected the steel sector as the first for privatization commencing in 1991, resulting in a more efficient group of companies operating today.

A Privatized Industry

During almost 50 years of state control, the Brazilian flat steel sector was coordinated on a national basis under the auspices ofSiderbrás, the national steel monopoly. The state had far less involvement in the non-flat steel sector, which has traditionally been made up of smaller private sector companies. The larger integrated flat steel producers operated as semi autonomous companies under the control of Siderbrás and were each individually privatized between 1991 and 1993. We believe that the privatization of the steel sector in Brazil has resulted in improved financial performance, as a result of increased efficiencies, higher levels of productivity, lower operating costs, a decline in the labor force and an increase in investment.


table of contents

Domestic Demand

Historically, the Brazilian steel industry has been affected by substantial fluctuations in domestic demand for steel. Although national per capita consumption varies with GDP, fluctuations in steel consumption tend to be more pronounced than changes in economic activity. Crude steel consumption per capita in Brazil has increased from 104 kilograms in 1999 to 147 kilograms in 2010. It is still considered low when compared to the levels of some developed countries, such as the United States and Germany.

From 2005 to 2007, Brazilian GDP grew on average 4.4%. In 2008 and 2009, overall global economic activity slowed significantly and domestic apparent steel consumption amounted to 24.0 million tons and 19.1 million tons, respectively.In 2010, with the recovery of the global economy, domestic demand rose by 38.8% to 26.6 million tons. On the other hand, in 2011, domestic steel demand decreased 1.2% to 26.2 million tons, mainly due to high levels of inventory held by distributors and increased indirect imports. In 2012, the slowdown of the Brazilian economy led to another decrease in steel consumption of 17.6% to 21.6 million tons.

The Brazilian flat steel sector is shifting production to the higher value-added consumer durable sector. This sector is highly dependent on domestic consumer confidence, which, in turn, is affected by economic policies and certain expectations of the current government administration. Over the past years, automobile manufacturers made significant investments in Brazil. In 2009 and 2010, vehicle production recovered from the 2008 financial crisis in response to government incentives such as tax cuts. In 2012, the Brazilian market reached a record 3.8 million vehicles sold, reflecting a specific government measure, which reduced the industrialized products tax. On the other hand, exports decreased by 20.1%. In 2013, with the postponment of the reduction in industrialized products tax, the Brazilian market maintained the level of vehicles sales, but had an increase of 13.5% in exports, according to the Auto Manufacturers’ Association, or ANFAVEA, data.

Market Participants

According to IABr (Instituto Aço Brasil), the Brazilian steel industry is composed of 28 mills managed by 10 corporate groups, with an installed annual capacity of approximately 45 million tons, producing a full range of flat, long, carbon, stainless and specialty steel.

Capacity Utilization

There were no changes in Brazilian nominal steel production capacity in 2013 compared to 2012. This capacity was estimated at 49 million tons. The local steel industry operated at approximately between 70% and 72% utilization in 2013, similar to the level recorded in 2012.

Exports/Imports

Brazil has been playing an important role in the export market, primarily as an exporter of semi-finished products. The Brazilian steel industry has taken several steps towards expanding its capacity to produce value-added products. Brazil’s exports of slabs and billets reached 5.3 million tons in 2010, which represented 58% of total steel exports. In 2011, the exports of semi-finished products reached 7.2 million tons, representing 66% of total exports. In 2012, exports of semi-finished products were 6.6 million tons, a 7.4% decrease in relation to the previous year, representing 68% of total exports.

In 2013, Brazilian steel exports totaled 8.09 million tons, representing 24% of total Brazilian steelmakers’ sales (domestic plus exports) and accounting for U.S.$5.5 billion in export earnings for Brazil. Over the last 20 years, the Brazilian steel industry has been characterized by a structural need to export, which is demonstrated by the industry’s supply demand curve. The Brazilian steel industry has experienced periods of overcapacity, cyclicality and intense competition during the past several years. Demand for finished steel products, as measured by domestic apparent consumption, has consistently fallen short of total supply (defined as total production plus imports). In 2013, steel imports were 3.8 million tons, or 14% of apparent domestic consumption, in line with the figures from 2012. In 2013, steel imports decreased 0.5% as compared to 2012 , according to IABr.

For information on the production by the largest Brazilian steel companies, see “Item 4B. Business Overview—Competition—Competition in the Brazilian Steel Industry.”


table of contents

4C. Organizational Structure

We conduct our business directly and through subsidiaries. For more information on our organizational structure, see Note 2(b) to our consolidated financial statements included in “Item 18. Financial Statements.”

4D. Property, Plant and Equipment

Our principal executive offices are located in the city of São Paulo, the State of São Paulo at Avenida Brigadeiro Faria Lima, 3,400, 20th floor (telephone number 55-11-3049-7100), and our main production operations are located in the city of Volta Redonda, in the State of Rio de Janeiro, located approximately 120 km from the city of Rio de Janeiro. Presidente Vargas Steelworks, our steel mill, is an integrated facility covering approximately 4.0 square km and located in the city of Volta Redonda in the State of Rio de Janeiro. Our iron ore, limestone and dolomite mines are located in the State of Minas Gerais, which borders the State of Rio de Janeiro to the north. Each of these mines lies within 500 km of, and is connected by rail and paved road to, the city of Volta Redonda.

The table below sets forth certain material information regarding our property as of December 31, 2013.

Facility

Location

Size

Use

Productive Capacity

Title

Encumbrances

Presidente Vargas Steelworks(1)

Volta Redonda, State of Rio de Janeiro 

4.0 square km 

steel mill 

5.6 million tons per year 

owned 

none 

CSN Cimentos(2)

Volta Redonda, State of Rio de Janeiro 

0.08 square km

cement plant

2.4 million tons per year

owned

none

CSN Porto Real

Porto Real, State of Rio de Janeiro 

0.27 square km 

galvanized steel producer 

350,000 tons per year 

owned 

mortgage(3)(4)

CSN Paraná 

Araucária, State of Paraná 

0.98 square km 

galvanized and pre-painted products 

100,000 tons of pre- painted product and 220,000 tons of pickled hot-rolled coils 

owned 

none 

Metalic 

Maracanaú, State of Ceará 

0.10 square km 

steel can manufacturer 

900 million cans per year 

owned 

mortgage(5)

Prada 

São Paulo, State of São Paulo and Uberlândia, State of Minas Gerais 

SP – 0.14 square km; 

steel can manufacturer 

1 billion cans per year 

owned 

none 

MG – 0.02 square km; 

CSN, LLC 

Terre Haute, Indiana, USA 

0.78 square km 

cold-rolled and galvanized products 

800,000 tons of cold-rolled products and 315,000 tons per year of galvanized products 

owned 

none 

Lusosider 

Seixal, Portugal 

0.39 square km 

hot-dip galvanized, cold-rolled and tin products 

240,000 tons of galvanized products and 50,000 tons of cold-rolled products per year 

owned 

none 


table of contents

Prada 

Mogi das Cruzes, State of São Paulo 

0.20 square km 

distributor 

730,000 tons per year 

owned 

none 

Casa de Pedra mine 

Congonhas, State of Minas Gerais  

49.00square km 

iron ore mine 

21.0 mtpy(6)

owned(7)

none 

Engenho mine(8)

Congonhas, State of Minas Gerais 

2.85square km 

iron ore mine 

5.6 mtpy(9)

concession 

none 

Fernandinho mine(8)

Itabirito, State of Minas Gerais 

1.47 square km 

iron ore mine 

0.75 mtpy(6)

concession 

none 

Bocaina mine 

Arcos, State of Minas Gerais 

4.11 square km 

limestone and dolomite mines

4.0 mtpy 

concession 

none 

ERSA mine 

Ariquemes, State of Rondônia 

0.015 square km 

 tin mine 

3,600 tons 

concession 

none 

Thermoelectric co-generation power plant 

Volta Redonda, State of Rio de Janeiro 

0.04 square km 

power plant 

235.2 MW 

owned 

none 

Itá(10)

Uruguay River - Southern Brazil 

9.87 square km 

power plant 

1,450 MW 

concession 

none 

Igarapava(10)

State of Minas Gerais 

5.19 square km 

power plant 

210 MW 

concession 

none 

Southeastern (MRS) 

Southern and Southeastern regions of Brazil 

1,674 km of tracks 

railway 

-- 

concession 

none 

FTL

Northern and northeastern regions of Brazil 

4,238 km tracks of railway 1

railway 

-- 

concession 

none 

TLSA

Northern and northeastern regions of Brazil 

383 km tracks of railway 2

railway 

-- 

concession 

none 

TECAR at Itaguaí Port 

Itaguaí, State of Rio de Janeiro 

0.69 square km 

Iron ore shipment

45 mtpy 

concession 

none 

Container terminal - TECON at Itaguaí port 

Itaguaí, State of Rio de Janeiro 

0.44 square km 

containers 

480 K TEUpy

concession 

none 

Namisa

State of Minas Gerais

11.56 square km 

mine

-

Concession/ owned

none

Land 

State of Rio de Janeiro 

31.02 square km 

undeveloped 

-- 

owned 

pledge(12)/Collateral / mortgage(4)

Land 

State of Santa Catarina 

6.22 square km 

undeveloped 

-- 

owned 

pledge(12)/Collateral 

Land 

State of Minas Gerais 

32.73 square km 

undeveloped 

-- 

owned 

none 

Land 

State of Piaui 

635,311square km

undeveloped 

owned

none

Steel plant with rolling mill (SWT)

Europa / Germany /

Unterwellenborn

0.898 square km 

production of sections

1 million tons per year

owned

none

(1)      Includes the Volta Redonda Long Steel Plant,which has an expect production capacity (when fully operational) of 500,000 tons per year.
(2)      Our CSN Cimentos cement plant is included in the same area as our Presidente Vargas Steelworks.
(3)      Pursuant to a loan agreement entered into by the State of Rio de Janeiro and Galvasud as of May 4, 2000.
(4)      Pursuant to a loan agreement entered into by Kreditanstatt Für Wiederafbau, Galvasud and Unibanco as of August 23, 1999. 
(5)      Pursuant to a loan agreement entered into by Metalic and
Banco do Nordeste do Brasil S.Aas of 2007.
(6)      Information on installed capacity of products.  For information  on mineral reserves at our Casa de Pedra mine, see “—Reserves at Casa de Pedra Mine” and table under “—Casa de Pedra Mine” below. 
(7)      Based on the
Manifesto de Mina.  See, “Item 4. Information on the Company - B. Business Overview-Overview — Government Regulation and Other Legal Matters - Mining Concessions.”
(5)(8)      Property owned by our 60% consolidated investee Namisa.
(6)(9)      Information on equipment fleet installed annual ROM capacity.
(10)    Property 29.5% owned by us.
(7)(11)    Property 17.9% owned by us.
(8)      We indirectly hold the concession through MRS.
(9)(12)    Pledged pursuant to various legal proceedings, mainly related to tax claims.


table of contents

 


Table of Contents

For information on environmental issues with respect to some of the facilities described above, see “Item 4B. Business Overview—Government Regulation and Other Legal Matters—Environmental Expenditures and Claims.” In addition, for information on our plans to construct, expand and improve our facilities, see “Item 4. Information on the Company - Company—D. Property, Plant and Equipment —PlannedEquipment—Planned Investments” and Note 1210 to our financial statements included elsewhere in this Form 20-F.

 

fp49a 

 

The map above shows the locations of the Presidente Vargas Steelworks, the CSN Paraná, Prada, CSN Porto Real (former(formerly known as GalvaSud), Metalic, Lusosider, ERSA and CSN LLC facilities, our iron ore, limestone and dolomite mines, the power generating facilities in which we have an ownership interest, and the main port used by us to export steel products and import coal and coke, as well as the main railway connections.


table of contents

Acquisitions and Dispositions

Riversdale

On November 24, 2009, we concluded an initial acquisition, through our subsidiary CSN Europe, Lda, of a 14.9% minority interest in Riversdale Mining Limited (“Riversdale”), a mining company listed on the Australian Stock Exchange (ASX).In January2010, we obtained the approval of the Australian Government to acquire further shares of Riversdale, and concluded the second tranche of the acquisition, reaching an equity participation of 16.3%.  In addition, we participated on a capital increase carried out by Riversdale in July 2010, subscribing to new shares, but maintaining the same equity percentage. We also made several share purchases in February 2011 and reached a total equity participation of 19.9%.  We were further diluted in 2010 and 2011, due to the exercise of stock options issued in favor of the management of Riversdale and of third parties. On April 20, 2011, we adhered to a publictakeover offer for the acquisition of Riversdale’s shares conducted by Rio Tinto and, as a consequence, sold 100% of our equity interest held in Riversdale’s capital stock, corresponding to 47,291,891 shares, at the price of A$16.50 per share, totaling A$780,316,201.50.


Table of Contents

Segregation of Mining Assets

  We are analyzing the possibility of segregating our iron ore business and correlated logistics activities into one of our subsidiaries. Such segregation would be expected to occur upon the transfer, by means of a capital increase, of assets, liabilities, rights and obligations comprising our mining and related logistics businesses as well as of investments in related operating companies, and would also depend on several aspects, including certain regulatory approvals.  

Alfonso GallardoStahlwerk Thüringen Gmbh (SWT)

On January 31, 2012, weCSN Steel, S.L.U., one of our Spanish subsidiaries, entered into through our Spanish subsidiary CSN Steel S.L., a share purchase agreement with the Spanish group Alfonso Gallardo (“AG Group”) to establish the acquisition of all the shares held by the AG Group in (i) Stahlwerk Thüringen GmbH (“SWT”),SWT, a long steel manufacturer located in Unterwellenborn, Germany, specialized in the production of steel sections; and (ii) Gallardo Sections S.L.U., a steel distributor of SWT’s products. The total amount of the transaction was €482.5€483.4 million, without the assumption of any indebtedness.

The transaction involved assetsan operational steel plant located in Germany, which werewas contemplated to be sold pursuant to a prior share purchase agreement executed on May 19, 2011 with the AG Group.Group, amongst other assets. The transaction brought to an end the discussions between the parties regarding different interpretations of the earlier agreement, including termination of the related arbitral proceeding which was pending before theCámara Oficial de Comercio e Industria de Madrid

Usiminas

On December 31, 2011,2013, we owned, directly and indirectly, 20.14%20.69% of the preferred shares and 11.97%14.13% of the common shares of Usinas Siderúrgicas de Minas Gerais S.A. (“Usiminas”), resulting from various acquisitions in the market since mid-2010. For more information on the value of these assets, please see “Item 5A. Operating Results —Critical Accounting Estimates—Impairment of Long-Lived Assets, Intangible Assets, Goodwill and Financial Assets”We are assessing strategic alternatives in relation to our investment in Usiminas. For more information on the antitrust matters regarding our investment in Usiminas see “Item 8. Financial Information -A.Information—A. Consolidated Statements and Other Financial Information Selected Financial Data - Data—Legal Proceedings - Proceedings—Antitrust.”

Namisa

In 2008, as part of our sale of a 40% interest in Namisa to a consortium of Asian shareholders that currently includeincludes Itochu Corporation, JFE Steel Corporation, Kobe Steel, Ltd, Nisshin Steel Co. Ltd., Posco and China Steel Corporation, or the Asian consortium, wemade an investment in our subsidiary Namisa and currently holds a 40% interest in Namisa. We and the Asian consortium have entered into a shareholders’ agreement to govern our joint control of Namisa. In case of a dead-lock among the shareholders, a resolution process requires us to initiate mediation with our partners and, if no solution is reached, the matter is then submitted to be addressed directly by the senior executives of the companies in dispute. In the event the dead-lock remains, the shareholders’ agreement provides for put and call options, which entitles the Asian consortium to elect to sell all of its ownership interest in Namisa to CSNus and CSNwe to elect to buy all ownership interest of the Asian consortium in Namisa, in each case for the fair market value of the respective shares.

In addition, certain other agreements, including the share purchase agreement between CSNus and the Asian consortium and the long-term operational agreements between Namisa and CSN,us, provide for certain obligations that, in case breached or not cured within the relevant cure period, may give rise, in certain situations, to the right of the non-breaching party to exercise a call or a put option, as the case may be, with respect to the Asian consortium’s ownership interest in Namisa.

For a more detailed description of Namisa’s current corporate structure, see Note 11We are currently negotiating with the Asian consortium to resolve certain matters that are subject to qualified quorum under the shareholders’ agreement or related to the consolidated financial statements included in “Item 18. Financial Statements.”fulfillment of certain obligations under the agreements mentioned above. One possible solution is the combination of CSN’s and Namisa’s iron ore and related operations. If we fail to reach a mutually satisfactory agreement on such matters, the put and call options mentioned above may be exercised. As of the date of this annual report, negotiations are ongoing.


table of contents

Capital Expenditures

We intend to increase control of our main production costs and secure reliable and high quality sources of raw materials, energy and transportation supporting our steelmaking operations and other businesses such as cement, via strategic investment programs. Our main strategic investments being implemented or already in operation are set forth in “Item 4B. Business Overview—Facilities.”

In 2013, we invested a total of R$ 2,827 million, R$954 million of which was allocated as follows: jointly controlled investees TLSA: R$667 million; MRS Logística: R$247 million; and Namisa: R$40 million.

The remaining R$1,873 million was expended on: construction of a brownfield long steel mill at the Volta Redonda site: R$351 million; expansion of the Itaguaí Port (TECAR): R$108 million; expansion of the Casa de Pedra mine: R$172 million; expansion of our clinker plant: R$209 million; and current investments: R$ 1,033 million. For further information, see “Item 5B. Liquidity and Capital Resources-Short-Term Debt and Short-Term Investments.”

In 2013, we continued to implement our strategy of developing downstream opportunities and projects based on synergies, new product lines and market niches by creating or expanding current capacity of services centers, as described in “Item 4B. Business Overview—Facilities.”

In 2012, we invested a total of R$3,144 million, R$1,517 million of which was allocated as follows: TLSA and FTL: R$984 million; MRS Logística: R$328 million; Namisa: R$77 million; TECON: R$43 million; and other projects: R$85 million.

The remaining R$1,627 million was expended on: construction of a brownfield long steel mill at the Volta Redonda site: R$454 million; expansion of the Itaguaí Port (TECAR): R$231 million; maintenance and repairs: R$219 million; expansion of the Casa de Pedra mine: R$150 million; expansion of our clinker plant: R$73 million; technological improvements: R$24 million; and others projects: R$476 million. For further information, see “Item 5B. Liquidity and Capital Resources-Short-Term Debt and Short-Term Investments.”

In 2011, we invested R$4,401 million, in 2011, R$2,382 million of which was allocated as follows: Transnordestina Logística:TLSA and FTL: R$1,691 million; CSN Cimentos: R$61 million; MRS Logística: R$447 million,million; Namisa: R$100 millionmillion; and othersother projects: R$83 million.

The remaining R$2,019 million was expended on: maintenance and repairs: R$549 million; expansion of the Casa de Pedra mine: R$251 million; expansion of the Port of Itaguaí: R$238 million; technological improvements: R$77 million,million; construction of a brownfield long steel mill:mill at the Volta Redonda site: R$220 millionmillion; and othersother projects: R$684 million.  For further information, see “Item 5B. Liquidity and Capital Resources-Short-Term Debt and Short-Term Investments.”

We invested R$3,636 million in 2010, R$2,201 million of which was allocated as follows: Transnordestina Logística: R$1,371 million; CSN Aços Longos (merged into CSN in January 2011): R$275 million; CSN Cimentos:  R$249 million; MRS Logística:  R$199 million and other projects: R$107 million.

The remaining R$1,435 million was expended on: maintenance and repairs: R$483 million; expansion of the Casa de Pedra mine:  R$275 million; expansion of the Port of Itaguaí:  R$139 million; technological improvements: R$125 million and other projects: R$413 million. 

We invested R$1,860 million in 2009, R$696 million of which was allocated as follows: Transnordestina Logística: R$141 million; CSN Aços Longos: R$183 million; CSN Cimentos: R$163 million; MRS Logística: R$125 million and other projects: R$84 million.


Table of Contents

The remaining R$1,164 million was expended on: maintenance and repairs: R$326 million; expansion of the Casa de Pedra mine: R$426 million; expansion of the Port of Itaguaí: R$47 million; and technological improvements: R$162 million and other projects: R$203 million. 

In 2011, we continued to implement our strategy of developing downstream opportunities, new products and market niches by creating or expanding capacity of galvanized products for the automotive sector and by investing in a galvanizing and pre-painting plant in order to supply the construction and home appliance industries, as described in “Item 4B.  Business Overview—Facilities.”

We also intend to control production costs and secure reliable sources of raw materials, energy and transportation in support of our steelmaking operations through a program of strategic investments.  The principal strategic investments already made are set forth in “Item 4B.  Business Overview—Facilities.”

Planned Investments

Our operating activities require regular investments in equipment maintenance, technological improvements, tools and spare parts, vehicles, buildings, and industrial plants, among others. These investments are classified as Sustaining (´Stay-in-Business´) Capex.

The Company also invests to increase its operational efficiency and productivity, and expand production capacity in its traditional flat steel, mining and logistics businesses, as well as new businesses such as cement and long steel.

Our total planned investments for the next 6 years amount to R$20.921.3 billion (ongoing and new projects), of which:

•        ·R$12.0 billion in our mining segment, including capacity expansion of the Casa de Pedra mine to 50 mtpy and of Nacional Minérios SA (Namisa) sales to 39 mtpy, in addition toNamisa’s mines and the expansion of shipping capacity of our Solid Bulk terminal inat Itaguaí (TECAR) to 84 mtpy. The planned investment reflects only the portion of our investment, which is proportional to our ownership percentage of 60% in Namisa;;

•        ·R$0.80.4 billion in our steel segment, including the completion of our long steel plant in Volta Redonda  and  completion/implementation of other flat steel projects, such as a steel service center for the auto industry and the expansion of pre-painted capacity, andat CSN Mogi das Cruzes, along with the implementation of projects forfocused on maintaining operational excellence with aconstant focus on reducing costscost reduction (e.g., energy efficiency);


•        table of contents

·R$1.01.4 billion in our cement segment, in order to expandallocated towards expansions of our grinding capacity from 2.4 million tons to 5.4 million tons and our clinker production capacity from 0.8 million tons to 3.02.8 million tons; and

•        ·R$3.1 billion in our logistics segment, including the Transnordestina railway and our container terminal (TECON); investments in the MRS railway are not included in this plan.

•        R$4.07.5 billion in projects to improve performance of current productive assets (“stay-in-business”).

We expect to finance these investments through our own cash, public or private financing, and/or strategic partnerships.

Our planned investments in iron ore, steel, logistics and cement are described below.

Steel

We are currently constructing aBy the end of 2013, we began our start-up phase of the long steel plant in Volta Redonda, in the State of Rio de Janeiro, which consists on an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products. We expect this plant to reach 500,000 t/year when fully operational, providing the domestic market with the capacity of 500 Kt per year, making use of the existent infrastructure and energy, to produce rod bars (around 80%) and wire rods (around 20%), and representingproducts for civil construction. This investment represents the entrance of CSN into this new market segment. In addition to this plant, we are studying the feasibility of building other long steel plants.market in Brazil.

We also invested ininiciated the expansion investments of the steel service centers for the automotive market incenter at our CSN Porto Real facility,Mogi das Cruzes (Prada) facility. The steel service center plant in which CSN’s market share has been successively expanded. The pre-painted plantMogi das Cruzes currently operates at near full capacity, and therecapacity. There are also expansion projects underway with the intention of doubling the current capacity.


Table of Contents

Our investment portfolio also includes important operational excellence projects in development and deployment that will lead to significant cost reductions, such as:  the coke battery revamp project, which we expect will make us self-sufficient in coke; an energy power substation, which will reduce our electrical energy transmission costs; and the start-up of our blast furnace turbine project, adding 17 MW of electricity self-generation.  In addition, there are several projects designed to reduce our consumption of raw materials and increase productivity and efficiency.

Besides the organic portfolio, we constantly evaluate various options in order to accelerate our growth in the Brazilian flatother steel market and strengthen our competitiveness, including the development of new plants, expansion of existing units and M&A options, both in Brazil and abroad.service centers.

Mining

We expectIn the first expansion phase, we are planning to achieveincrease Casa de Pedra’s production capacity to 40 million tons per year, while TECAR, reached an annual sales level of approximately 89 mtpy of iron ore products, including third party purchases, by increasing capacity to 50 mtpy in Casa de Pedra and 33 mtpy in Namisa, where projects include both concentration and pelletizing plants.

We are also investing in the expansion of TECAR to allow for annual exports of 84 mtpy of iron ore, from a currentshipment capacity of 30 mtpy.45 million tons in 2013.

Logistics

In August 2006, in order to enable the implementation of a major infrastructure project led by the Brazilian federal government, our Board of Directors approved the merging of Transnordestina S.A.TLSA–, a company that was state-owned at the time, into and with Companhia Ferroviária do Nordeste, or CFN, an affiliate of CSN that holdsheld a 30-year concession, granted in 1998,1997, to operate the Northeastern Railroadrailway system of the RFFSA, with 4,238 km of railway track.RFFSA. The surviving entity was later renamed Transnordestina LogísticaTLSA. The Northeastern railway system operates in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte and connects with the region’s leading ports, offering an important competitive advantage through opportunities for intermodal transportation solutions and made-to-measure logistics projects.

On September 20, 2013 we entered into an investment agreement with our partners in TLSA, Valec Engenharia, Construções e Ferrovias S.A., or Nova Transnordestina.  The Nova Transnordestina Project includes an additional 1,728 km and Fundo de Desenvolvimento do Nordeste – FDNE, two Brazilian federal government entities focused on infrastructure and the development of large gauge, state-of-the-art railway track.  We expect this extension will allow the company to increasenortheastern region. Resolution No. 4,042/2013 issued by the transportationANTT authorized the partial spin-off of various products, including, oil, fuels, soybeans, cotton, sugar cane, fertilizers, iron oreTLSA and, limestone.  The investments foras a result, the railroad expansion will be financed through several agencies, such as FINOR – Northeastern Investment Fund, SUDENE -assets of the Northeastern Development Federal Agencyrailway system were segregated into two systems: (i) Railway System I, operated by FTL, comprising the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and BNDES. We have obtained certainPropiá – Jorge Lins and (ii) and Railway System II, operated by TLSA, comprising the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém.

As a result of the environmental permits required, purchased certain equipmentpartial spin-off of TLSA. and services. Environmental, geological and land expropriation issues may result in cost overruns and delays in implementing the project, which, in turn, may adversely affectsubsequent entry into effect of the projected return on investment.

Until 2008, Transnordestina was jointly controlled by CSN and Taquari Participações S.A., or Taquari, pursuant to anew shareholders’ agreement, dated November 27, 1997, and amended on May 6, 1999 and November 7, 2003.  During 2009, we increased the capital of Transnordestina by disbursing advances for future capital increases.  Taquari decided not to participate in such capital increases, thus being diluted and relinquishing control of Transnordestina. TransnordestinaTLSA is currentlynow shared with other shareholders, who have veto rights over certain important corporate decisions. As a fully controlled CSN subsidiary,result, we ceased to consolidate TLSA. and has been consolidatedbegan recognizing it in our financial statements since December 2009.accordance with the equity accounting method. See “Item 4B. Business—Our Logistics Segment—Railways—Northeastern Railway System.”


To meet its own demand, Transnordestina Logística S.A built the largest factorytable of broad gauge concrete sleepers in the world, with a daily capacity of 4,800 pieces per day. This project has been conducted by Odebrecht, through an Alliance Model formed with CSN.contents

Cement

The cement plant in Volta Redonda is currently inclose to reaching its final ramp-up phase in order to reach full production capacity of 2.4 million tons per year. The use of slag generated by our steel operation and the start-upramp-up of our clinker plant should gradually reduce costs, a critical element in the cement business.

We planintend to expand our grindingcement production capacity from 2.4 million tons to 5.4 million tons and our clinker production capacity from 0.8 million tons toper year over the next few years. We expect that the additional 3.0 million tons per year capacity will come from a new plant that will be integrated with a grinding unit and clinker furnace in order to capture the strong growth expected for the cement market in light of events such as the Soccer World Cup in 2014 and Olympic Games in 2016, as well as the strong rate of construction of new housing units, commercial and infrastructure projects.Arcos, where we already operate a clinker furnace, using limestone from our own mine.


Table of Contents

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our consolidated financial statements as of December 31, 2011, 20102013 and 20092012 and for each of the years ended December 31, 2011, 20102013, 2012 and 20092011 included in “Item 18. Financial Statements”. Our consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and are presented in thousands ofreais (R$), as explained in Note 2(a) to our consolidated financial statements included in “Item 18. Financial Statements.”

We have  applied, beginning January 1, 2013, IFRS 10 - Consolidated Financial Statements, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11 - Joint Arrangements, which requires a new valuation of joint arrangements, focusing on the rights and obligations of the arrangement, instead of its legal form. In accordance with the new standards, the proportionate consolidation method for jointly controlled entites is no longer permitted. As a result of the adoption of these new standards, the Company no longer consolidates its jointly controlled entities Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, and began accounting for these investments under the equity method.

The amendments provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. We applied this transition relief as described above with respect to the adoption of IFRS 10 and IFRS 11. As a result, the financial statements as of and for the year ended December 31, 2012 and the opening balance sheet  as of January 1, 2012 have been  restated for the effects of the retrospective adoption of these new standards. Our financial statements as of and for the year ended December 31, 2011 remain unchanged and as disclosed previously and, as a result, are not comparable with the information as of and for the years ended December 31, 2013 and 2012.

In addition, due to the partial spin-off of TLSA on December 27, 2013 and the consequent entry into effect of the new shareholders’ agreement, we ceased to consolidate TLSA and began recognizing it in accordance with the equity accounting method.

5A. Operating Results

Overview

Macro-Economic Scenario

Brazil

According to the Brazilian Institute of Geography and Statistics (IBGE)(Instituto Brasileiro de Geografia e Estatística), or IBGE, GDP increased by 2.7%2.3% in 2011,2013, compared to an increase of 7.5%0.9% reported in 2010. According to2012. This growth in 2013 was led by the Institute of Applied Economic Research (IPEA),agriculture sector and the economic slowdown was due to the worsening external scenario, which triggered changes in monetary policy, including reductionsincrease in the Selic base interest rate. In response, the government announced the withdrawalinvestments in fixed capital goods, which moved up by 7.0% and 6.3%, respectively.


table of the macroprudential measures introduced in December 2010, such as increased capital reserves for midterm loans and credit restrictions on vehicle acquisitions. On the fiscal front, tax benefits and exemptions are being introduced that are intended to benefit several economic sectors, including industry, retail and construction.contents

Despite the reduced growth rate, there were several positive developments in the Brazilian economy in 2011. According to the Ministry of Trade, Industry and Development (MDIC), trade surplus totaled US$29.7 billion, corresponding to a 47.8% increase as compared to 2010 and the highest in four years. while annual exports increased by 26.8% to a record of US$256 billion, the main destinations being China (US$44.3 billion) and the United States (US$25.9 billion).

The Brazilian job market remained steady throughout the year. According to the IBGE, the unemployment rate decreased from 5.2% in November 2011 to 4.7% in December 2011, the lowest since the creation of the Monthly Employment Survey (PME), reaching an annual average of 6.0%, another record and substantially lower than the 6.7% recorded in 2010. According to IPEA, another job market highlight was the 8.6% increase in average real earnings between 2002 and 2011, pushing up household consumption and fueling economic activity in the country.According to the Employment and Unemployment Registry (CAGED), 1.94 million formal job opportunities were created in 2011.

   


Table of Contents

The IPCA consumer price index (the main inflation rate) stood at 6.50% for5.91% in 2013, above the year,mid-point of the highest level since 2004 and 0.59 percentage points greater than the 2010 figure, but still within the tolerance band established by the Brazilian National Monetary Council for 2011. The transport sector was chiefly responsible for the upturn, while food and beverages and household articles actually recorded deflation.

The Selic base interest rate, which is setgovernmentally defined inflationary target range by the Monetary Policy Committee, (COPOM), began 2011or COPOM. As a result, the COPOM raised the SELIC benchmark interest rate for the sixth consecutive time at 10.75% and rose successively, until reaching 12.5%its last meeting in July. Since then, due2013, so that it closed the year at 10.0%.

According to the deterioration ofMonthly Employment Survey published by the global economic scenario, especially in Europe,IBGE, unemployment closed 2013 at 4.3%, its lowest ever. The annual average was 5.4%, slightly lower than the reduction in the inflation rate and the slowdown in the Brazilian economy, COPOM has been reducing the basic interest rate. As of April 2012 the current rate was 9.0%.average.

The banking system’s outstanding credit volume totaled R$2.03 trillion in December 2011, corresponding to a 19% increase as compared to December 2010, resulting in a total loans/GDP ratio of 49.1%, as compared to 45.2% in 2010.

According to the IBGE, industrial outputproduction increased slightly by 0.3%1.2% in 2011, with 15 of2013, led by vehicle marketing, where production grew by 9.9% according to ANFAVEA.Installed Capacity Use, or NUCI, calculated by the 27 sectors recording an increase. Transport equipment and vehicles sectors hadFundação Getúlio Vargas, or FGV, reached 84.3% in December 2013, unchanged from the best performance, with growth of 8.0% and 2.4% respectively.same month in the prior year.

In 2011,2013, thereal depreciated 12.6%suffered a strong devaluation against the U.S. dollar, especially in the second half of the year, due to the uncertainties associated with the normalization of U.S. monetary policy. The dollar closed the year at R$2.343, 14.6% up in the year.

The trade balance narrowed from U.S.$19.4 billion in 2012 to U.S.$2.5 billion in December 2013, a decline of 86.8% and on December 31, 2011, the exchange rateworst result since 2000, while foreign reserves totaled U.S.$375.8 billion, U.S.$2.8 billion less than at the end of 2012. The 2013 primary surplus of R$91.3 billion, equivalent to 1.9% of GDP, was R$1.88 per US$1.00.the lowest since November 2002.

USA

The U.S. had GDP growth of 1.9% in 2013, according to preliminary figures from the Department of Commerce, compared to 2.2% in 2012. Personal consumption expenditures, exports, nonresidential and residential fixed investment and private inventory investment, which were partly offset by a negative contribution from federal government spending contributed to GDP growth in 2013.

According to the U.S. Department of Commerce,latest Federal Reserve figures, industrial production increased by 3.7% in 2013 and the U.S. economy grew by 1.7% in 2011, lessinstalled capacity use closed the year at 79.2%, higher than the increase77.8% recorded at the end of 3.0%2012. The unemployment rate fell from 7.9% in December 2012 to 6.7% in December 2013. The manufacturing PMI recorded 55.0 points in 2010. In the fourth quarter of 2011, U.S. GDP recordedDecember, the highest growthlevel in the last 11 months.

Given the improved scenario, the Federal Reserve announced a gradual reduction in the monetary stimuli as of January 2014, with low interest rates for a longer period.

Europe

According to data released by Eurostat, the statistical office of the year,European Union, GDP in the EU28 grew 0.1% en 2013, while in the Eurozone GDP fell by 0.5% in the same period.

The Eurozone’s compound PMI reached 52.1 points in December, the second-largest figure in the last two and a half years. Industry continued to lead the recovery, with a substantial upturn in the export segment, while services posted more modest growth, reflecting the fragility of certain economies where unemployment remained high. Greece recorded unemployment rate of 28.0% in November, the region’s highest figure, followed by Spain, with 25.8% in December.

Given this scenario, the European Central Bank reduced interest rates to 0.25% p.a., their lowest ever level.

The UK economy has been recording growth in recent quarters. GDP moved up by 1.9% in 2013 compared to 2012, pushed by services and construction. Industrial production also recorded an annualized increase of 2.8%, representing real growth of 0.7% over the pre-crisis GDP recordedimprovement, increasing by 1.8%. The manufacturing PMI averaged 57.2 points in the fourth quarter, of 2007. The main contributors to GDP growth in the fourthhighest since the first quarter of 2011 were exports,2011.


table of contents

Asia

The Chinese economy maintained its growth pace in 2013, with the GDP posting an expansion of 7.7%, identical to last year’s figure and above the 7.5% target. The government incentives proved to be successful, with growth being driven mainly by investments in fixed assets, which increased by 4.7%, individual17.6% in 2013,although, such investments are supposed to be replaced for incentives to consumption whichgoing forward. December’s manufacturing PMI stood at 50.5 points, expanding for the fifth consecutive month, while industrial production in the same month moved up 9.7% year-on-year.

In Japan, the measures to stimulate economic activity and combat inflation appear to be working and the country’s economy is undergoing moderate expansion. The consumer price index recorded an upturn of 0.4% in 2013, the first in five years, while GDP increased by 2%1.6%, pushed by domestic demand. Given this scenario, the Bank of Japan maintained the “Abenomics” program, which consists of monetary easing, with bond buybacks, maintaining the benchmark interest rate at between 0% and non-residential fixed investments, which increased by 1.7%. Consumer confidence also improved, reaching 64.5 points in December 2011, as compared to 55.2 points in November 2011.

The GDP increase in the fourth quarter of 2011 also helped to create jobs, reducing the unemployment rate to 8.5% in December, the lowest level since February 2009 and equivalent to around 13.1 million people, according to the Bureau of Labor Statistics (BLS). In 2011, the unemployment rate averaged 8.9%, an improvement over the 9.6% recorded in 2010.

Europe

High indebtedness levels in certain Eurozone countries, such as Italy, Spain, Greece, Ireland and Portugal, continue to generate uncertainties regarding the payment of sovereign debt and the solvency of the banking sector in these countries. According to the IMF, public debt as a percentage of GDP was 166% in Greece, 121% in Italy, 109% in Ireland and 106% in Portugal. At the end of February, the European Central Bank approved the transfer of €530 billion to the banking sector in order to increase liquidity in the interbanking market and credit to companies and consumers. At the beginning of March 2012, Greece was able to restructure its sovereign debt with participation of over 95% of creditors, an important step towards the country’s economic stabilization.

According to the European Commission, GDP in the Eurozone grew by 1.4% in 2011 when compared to a 1.9% growth in the previous year. The Eurozone unemployment rate reached 10.4% in December, affecting around 16.5 million people, and the inflation rate stood at 2.7% at the end of 2011.

On the other hand, Germany recorded growth of 3% in 2011, reducing its public deficit to €26.7 billion, or 1% of GDP, with the aim of respecting the European budget discipline criteria, as reported by Destatis, the German institute of statistics. This was the first time since 2008 that Germany’s public deficit fell below the 3% imposed by the European treaties. In 2010, Europe’s leading economy posted record growth of 3.7% and a public deficit of4.3%. Other advances in 2011 included increases of 1.5% in consumption, 8.2% in exports and 8.3% in private investments in machinery and equipment, according to preliminary figures.


Table of Contents

Asia

Chinese GDP grew by 9.2% in 2011, according to the country’s National Bureau of Statistics, as compared to 10.4% in 2010. At a time when China’s trade surplus fell from US$181.5 billion, or 3.1% of GDP, in 2010, to US$160 billion, or approximately 2% of GDP, in 2011, the government is studying measures to boost domestic consumption. The resulting inflationary process has been kept under control by a rigid monetary policy, with limits on the granting of credit, high interest rates and greater control over banking reserves.   0.1% p.a.

Segments

Steel

According to the World Steel Association, or WSA global crude steel production totaled 1.51.6 billion tons in 2011, a 6.8% increase as compared2013, 3.5% higher than in 2012, with China, responsible for 779 million tons, recording growth of 7.5%. Existing global capacity use moved up by 1.9% over the year before to 2010 and a new record. The major steel-producing countries increased production in 2011, with the exception of Japan and Spain. Growth was especially strong in Turkey, South Korea and Italy. Nevertheless, global steel industry capacity utilization rate stood at 72% at the end of 2011, showing a continuing imbalance between production capacity and global steel product consumption.78.1%.

Brazil

According to the Brazilian Steel Institute (IABr), Brazilianannual domestic crude steel production totaled 35.234.2 million tons, 1% less than in 2011, a 6.8% increase as compared to 2010. Domestic steel product sales reached 21.4 million tons, a 3.4% increase as compared to 2010,2012, while domestic rolled flat steel sales amounted to 11.3output totaled 26.3 million tons, in line with 2010 numbers.up by 2%.

Also accordingApparent domestic steel product consumption came to the IABr, total steel exports increased to 10.826.2 million tons, a 20.7% growth as compared4% more than in 2012, while domestic sales moved up by 5% to 2010, while flat steel exports decreased by 7% to 2.122.8 million tons. Steel product imports totaled 3.8Imports came to 3.7 million tons, a 35.9% reduction as compareddown by 2%, while exports dropped by 17% to 2010, while flat steel imports declined 43.8% to 2.38.1 million tons. Apparent consumption of steel products in 2011 amounted to 25.0 million tons, a 4.2% decrease as compared to 2010.

Automotive

According to ANFAVEA, (the Brazilian Auto Manufacturers’ Association), vehicle production in 2011 totaled 3.43.7 million units in 2013, 9.9% more than in 2012. Vehicle sales totaled 3.8 million in the year, a 0.7% increase as compareddecrease of 0.9% in relation to 2010. Sales reached2012. On the other hand, exports jumped 27% to 563,000 units, reaching a new recordrecord.

At the close of 3.6 million units, a 3.4% increase as compared to 20102013, the federal government ruled that it willreimpose, between January and July 2014, the eighth consecutive annual increase. Vehicle exports increased by 7.7% as compared to 2010.IPI tax (federal VAT) on vehicles.

Construction

According to the CBIC (Brazilian Construction Industry Association) and Sinduscon-SP (theMaterial Manufacturers’ Association, or ABRAMAT, domestic sales of building materials in 2013 increased by 3% over 2012.

The Residential Builders’ Association, or SECOVI recorded 58,000 real estate launches in the São Paulo Builders’ Association), the construction sector recorded annual growth of 4.8%metropolitan region in 2011.

ABRAMAT (the Brazilian Building Material Manufacturers’ Association) estimates that construction materials sales increased by 2.9% in 2011 as compared to 2010.2013, 3% up on 2012.

Distribution

According to INDA(the Brazilian Steel Distributors’ Association),Association, or INDA, domestic flat steel sales by distributors totaled 4.34.5 million tons in 2011, showing an 11.7% increase as compared to 2010, while purchases by distributors declined by 4% to 4.1 million tons. This contributed to bring inventories to normalized levels: inventory levels fell by 16.8% in relation to December 2010, closing the year at 3.1 months of sales.


Table of Contents

2013, 4.3% more than 2012.

Home Appliances

According to the IBGE, home appliance production in 2013 fell by 4.13% over 2012.


The reduction in federal value-added taxes (IPI) implemented by the Brazilian government at the beginning

table of December 2011 had higher-than-expected results, with refrigerator, stove and washing-machine sales increasing by 56% as compared to November 2011 figures and by approximately 30% as compared to December 2010 figures.contents

International

According to the WSA,crude steel output in China totaled 695.5779 million tons in 2011,2013, a 8.9%7.5% increase as compared to 2010 and a new record,2012 accounting for 45.5%49.2% of the global total whileoutput. Japan's crude steel production decreased slightly, to 107.6increased 3.1%, totaling 110.6 million tons a 1.8% decrease as compared to 2010.in 2013. In the European Union, production reached 177.4165.6 million tons in 2011,2013, corresponding to a 2.8% increase2.2% decrease as compared to 2010, and in2012. In theU.S., crude steel production totaled 86.287 million tons in 2011,2013, a 7.1% increase1.9% decrease as compared to 2010. The U.S. Department of Commerce estimated steel imports at 25.9 million tons, an increase of 19% as compared to 2010.2012.

Mining

TheIn 2013, the seaborne iron ore market posted record performance in 2011, directly reflectingwas positively affected by the 6.8%strong upturn in globalChinese steel production, despiteproduction. The Chinese government’s measures to restore liquidity and stimulate infrastructure helped push up demand for steel throughout the economic slowdown in Europe and natural disasters that occurred in Japan. Internationalsecond half of 2013. Annual iron ore sales are expanding every year, fueledimports increased by the urbanization process in developing countries. China imported 68711% over 2012, reaching 798 million tons out of the 1,079million tons of ore sold in 2011, equivalent to around 60% of the global seaborne market and an 11% increase as compared to Chinese imports in 2010.

Brazil continues to occupytons. As a leading position inresult, the seaborne iron ore market. Accordingmarket grew by 8% to SECEX (the Foreign Trade Secretariat), Brazil exported 331 million1.2 billion tons, of ore in 2011, a 6% increase as compared to 2010, and a rate of increase that has been maintained for the past five years.new record.

The traditional annual pricing system, used for over 40 years, was replacedPlatts 62% Fe CFR China index averaged U.S.$135.19/dmt in 2013, 4% more than 2012.

Brazil, the first half of 2010 by a system that is subject to quarterly revisions, reflecting market oscillations and more sensitive to spot price volatility. Mining companies priceworld’s second biggest iron ore based on a three-month average of iron ore index values (Platts IODEX 62% CFR China) for the period ending a month before the start of the new quarter.

In 2011, iron ore prices were exceptionally volatile, especially in the fourth quarter. After climbing to over US$180/t at the beginning of September, prices decreased sharply, mainly because of the European economic crisis. This crisis reduced demand in the period and resulted in the shut-down of several blast furnaces on the continent, forcing European countries to postpone part of their iron ore imports. This volume was rerouted to China at the same time as China’s imports from Australia increased substantially, reaching approximately 30exporter, exported 330 million tons in October. This increase coincided with a period of reduced crude steel production and credit restriction2013, 1% more than in China. As a result, Chinese supply peaked, leading to the collapse of international prices to approximately US$117/t at the end of October, before stabilizing between US$130/t and US$140/t, which resulted in an incompatibility between quarterly and spot prices. As a consequence, different pricing systems reflecting market oscillations and even more sensitive to spot price volatility emerged in the market. Spot price, monthly price and quarterly actual price were applied mainly in the Chinese market and major producers of iron ore are currently using different pricing methodologies.2012.

Despite overall economic stagnation in 2011, iron ore prices reached record highs in February and presented an annual average of R$169/t, a record high annual increase of 15% compared with 2010 according to Platts Iodex.

Spot market freight costs on the Tubarão/Qingdao route remained almost flat untilthe first half of the third quarter of 2011, averagingUS$20/t.As of the middle of the quarter, however, demand peak began to have a direct impact on freights, raising the average price to around US$30/t by the end of December. In January 2012, however, freight costs once again fell back to around US$20/t, due to the winter season and Chinese New Year.

Logistics

Railway logistics

In 2011, the consolidation of rail transport as a viable and efficient means of cargo transport in Brazil continued. According to the CNT (NationalNational Rail Transport Confederation),Association, or ANTF, the total cargoBrazilian railways transported by railis expected to reach 530341 million tons of cargo in 2011, a 12.7% increase as compared to the 470 million tons recorded in 2010.


Tablefirst nine months of Contents

Still according to the CNT, investments in railways totaled R$3.0 billion in 2011, in line with the R$2.9 billion invested in 2010.2013.

Port logistics

According to ANTAQ, (National Waterways Transport Agency), Brazil’s portsport installations handled 883around 931 million tons in 2013, 3% or 26.6 million tons more than in 2012, with bulk solids totaling 569 million tons in 2013, an increase of cargo in 2011, a 6% increase as2.5% compared to 2010, fueled by2012.

Container handling amounted to 2.3 million TEUs in the third quarter of 2013, 4% higher than the previous quarter, giving a nine-month total of 6.4 million TEUs, 5% increasemore than in outbound iron ore shipments and the 15% increase in container volume to 7.9 million TEUs.same period the year before.

Cement

SNIC (the  Preliminary figures from the Brazilian Cement Industry Association) preliminary figuresAssociation, or SNIC, indicate domestic cement sales of 63.570 million tons in 2011, a 7.3% increase as compared to 2010 and a new record. The Southeast region consumed half of this total and the North was the best performer in terms of growth, increasing by 9.9% in 2011. This is a reflection of the favorable real estate market, higher individual earnings and the government’s housing incentives, such as theMinha Casa, Minha Vida (My Home, My Life) program.2013.

Energy

Brazilian electricity consumption increasedby 3.6% in 2011, compared to a7.8%increase in 2010,accordingAccording to the Ministry of Mines andBrazilian Energy. Despite the slowdown Research Company, or EPE, in the pace of electric power demand growth, the AnnualEnergy Operations Plan (PEN2011) published2013 Brazilian electricity consumption increased by 3.5% over 2012, led by the National System Operator (ONS) forecasts average annual consumptioncommercial and residential segments, which recorded respective growth of 5% over the next four years.

As a result, Brazil has been expanding its generating capacity in order to guarantee the safety of the system. According to PEN 2011, the National Integrated System’sprojectedbalance for the next four yearsis expected to easily meetadequate supply criteria, evenunder adverse hydrologicalconditions, thanks to thestart-up period ofnew contracted plants5.7% andthe government energy auctions, which are expected to add 30 GW to the system.

6.1%.

Steel Markets and Product Mix

Supply and Demand for Steel

Prices of steel are sensitive to changes in worldwide and local demand, which in turn are affected by worldwide and country-specific economic cycles, and to available production capacity. While the export price of steel (which is denominated in U.S. dollars or Euros, depending on the export destination) is the spot price, there is no exchange trading of steel or uniform pricing. Unlike other commodity products, steel is not completely fungible due to wide differences in terms of size, chemical composition, quality and specifications, all of which impact prices. Many companies (including us) discount their list prices for regular customers, making their actual transaction prices difficult for us to determine.


table of contents

Historically, export prices and margins have been lower than domestic prices and margins, because of the logistics costs, taxes and tariffs. The portion of production that is exported is affected by domestic demand, exchange rate fluctuations and the prices that can be charged in the international markets.

The following table shows Brazilian steel production and apparent consumption (domestic sales plus imports) and global production and demand for the periods indicated(1):indicated:

 

2010

 

2009

 

2008  

2013(1)

2012

2011

 

 

 

 

 

 

 

Brazilian Market(in thousands of tons)(2)

 

 

 

 

 

 

 

Total Flat and Long Steel

 

 

 

 

 

 

 

Production

 

25,401

 

20,223

 

24,726

26,256

26,381

25,053

Apparent Consumption

 

26,104

 

18,576

 

24,048

26,266

25,426

25,053

Hot-Rolled Coils and Sheets

 

 

 

 

 

 

 

Production

 

4,592

 

3,474

 

3,926

 

4,377

4,086

Apparent Consumption

 

3,823

 

2,615

 

3,481

 

3,412

3,496

Cold-Rolled Coils and Sheets

 

 

 

 

 

 

 

Production

 

3,159

 

2,692

 

3,038

 

2,860

2,738

Apparent Consumption

 

3,419

 

2,497

 

2,849

 

2,800

2,728

Galvanized Sheets

 

 

 

 

 

 

 

Production

 

2,449

 

2,004

 

2,343

 

2,980

2,582

Apparent Consumption

 

3,243

 

2,262

 

2,478

 

2,994

2,789

Tin Plates

 

 

 

 

 

 

 

Production

 

774

 

665

 

724

 

809

857

Apparent Consumption

 

634

 

570

 

623

 

512

593

Global Market(in millions of tons)

 

 

 

 

 

 

 

Crude Steel Production

 

1,414

 

1,224

 

1,330

1,607

1,547

1,518

Demand

 

1,284

 

1,134

 

1,309

 

1,412

1,395

___________

___________

 

___________

 

Source: IABr and World Steel Association, or WSA.

1. Information for 2011 was not yet available as of the date of this annual report

 

Source: IABr and WSA.

(1) Some information for 2013 was not yet available as of the date of this annual report.

(2) Information about production excludes intra steel companies’ sales.

Source: IABr and WSA.

(1) Some information for 2013 was not yet available as of the date of this annual report.

(2) Information about production excludes intra steel companies’ sales.

 

       


Table of Contents

 

Product Mix and Prices

Sales trends in both the domestic and exportforeign markets are forecasted monthly based on historical data of the preceding months. CSN uses its own information system to remain current on market developments so that it can respond swiftly to fluctuations in demand.

CSN considers its flexibility in shifting between markets, and its ability to monitor and optimize inventory levels in light of changing demand, as key to its success.

We have a strategy of increasing the portion of our sales attributable to higher value-added coated products, particularly galvanized flat steel and tin plate products. Galvanized products are directed at the automotive, construction and home appliance industries. Tin plate products are used by the steel packaging market.

       Overall, average steel prices increased in 2011 when compared to 2010, especially due to higher raw material prices including iron ore and coal. Towards the end of the year, however, international steel prices declined (except in the US market) as a consequence of expectations regarding the European crisis. Domestic prices in Brazil are aligned with the price of imported products (including aggregated import costs).

Sales Volume and Net Operating Revenues by Steel Products and Markets

The following table sets forth our steel product sales volume and net operating revenues by product and market.

    

Sales Volume

 

Tons

 

% of Sales Volume

 

 

 

 

 

In Market

 

Total

 

2011

2010

2009

 

2011

2010

2009

 

2011

2010

2009

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

15

51

25

 

0%

1%

1%

 

0%

1%

1%

Hot-Rolled

1,951

1,801

1,204

 

46%

44%

37%

 

40%

38%

29%

Cold-Rolled

770

707

639

 

18%

17%

20%

 

16%

15%

16%

Galvanized

991

1,065

875

 

23%

26%

27%

 

20%

22%

21%

Tin Mill

489

512

500

 

12%

12%

15%

 

10%

11%

12%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

4,216

4,135

3.243

 

100%

100%

100%

 

86%

86%

79%

 

 

 

 

 

 

 

 

 

 

 

 

Export Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

-

-

162

 

0%

0%

19%

 

0%

0%

4%

Hot-Rolled

13

1

191

 

2%

0%

22%

 

0%

0%

5%

Cold-Rolled

49

19

4

 

7%

3%

0%

 

1%

0%

0%

Galvanized

457

488

397

 

67%

74%

46%

 

9%

10%

10%

Tin Mill

161

152

113

 

24%

23%

13%

 

3%

3%

2%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

680

661

867

 

100%

100%

100%

 

14%

14%

21%

 

 

 

 

 

 

 

 

 

 

 

 

Total

4,896

4,796

4,110

 

 

 

 

 

100%

100%

100%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

15

51

187

 

 

 

 

 

0%

1%

4%

Hot-Rolled

1,965

1,803

1,395

 

 

 

 

 

40%

38%

36%

Cold-Rolled

819

726

643

 

 

 

 

 

17%

15%

16%

Galvanized

1,447

1,553

1,273

 

 

 

 

 

30%

32%

31%

Tin Mill

649

664

613

 

 

 

 

 

13%

14%

15%

 

 

 

 

 

 

 

 

 

 

 

 

Total

4,896

4,796

4,110

 

 

 

 

 

100%

100%

100%


table of contents

Table of Contents

Sales Volume

 

Tons

 

% of Sales Volume

 

 

 

 

 

In Market

 

Total

 

2013

2012

2011

 

2013

2012

2011

 

2013

2012

2011

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

11

2

15

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

2,107

2,111

1,951

 

45%

47%

46%

 

34%

41%

40%

Cold-Rolled

798

832

770

 

17%

18%

18%

 

13%

16%

16%

Galvanized

1,248

1,105

991

 

27%

25%

23%

 

20%

22%

20%

Tin Mill

486

445

489

 

11%

10%

12%

 

9%

9%

10%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

4,650

4,495

4,216

 

100%

100%

100%

 

76%

88%

86%

 

 

 

 

 

 

 

 

 

 

 

 

Sales abroad

 

 

 

 

 

 

 

 

 

 

 

Slabs

-

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

20

16

13

 

1%

1%

2%

 

0%

0%

0%

Cold-Rolled

66

52

49

��

4%

4%

7%

 

1%

1%

1%

Galvanized

468

413

457

 

31%

31%

67%

 

8%

8%

9%

Tin Mill

159

129

161

 

10%

10%

24%

 

3%

2%

3%

Long Steel

754

724

 

 

54%

54%

 

 

12%

 

 

Subtotal

1,467

1,334

680

 

100%

100%

100%

 

24%

12%

14%

 

 

 

 

 

 

 

 

 

 

 

 

Total

6,117

5,829

4,896

 

 

 

 

 

100%

100%

100%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

11

2

15

 

 

 

 

 

0%

0%

0%

Hot-Rolled

2,127

2,127

1,965

 

 

 

 

 

35%

37%

40%

Cold-Rolled

864

884

819

 

 

 

 

 

14%

15%

17%

Galvanized

1,716

1,518

1,447

 

 

 

 

 

28%

26%

30%

Tin Mill

645

574

649

 

 

 

 

 

11%

10%

13%

Long Steel

754

724

 

 

 

 

 

 

12%

12%

 

Total

6,117

5,829

4,896

 

 

 

 

 

100%

100%

100%

 


Net Operating Revenues

 

In millions of R$

 

% of Net Operating Revenues

 

 

 

 

 

In Market

 

Total

 

2011

2010

2009

 

2011

2010

2009

 

2011

2010

2009

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

13

41

20

 

0%

1%

0%

 

0%

1%

0%

Hot-Rolled

2,936

3,011

1,981

 

36%

35%

29%

 

32%

31%

25%

Cold-Rolled

1,412

1,387

1,172

 

18%

16%

17%

 

15%

14%

15%

Galvanized

2,178

2,559

2,085

 

27%

30%

31%

 

24%

27%

27%

Tin Plate

1,495

1,576

1,511

 

19%

18%

23%

 

16%

16%

19%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

8,033

8,575

6,770

 

100%

100%

100%

 

87%

89%

86%

 

 

 

 

 

 

 

 

 

 

 

 

Export Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

-

-

123

 

0%

0%

11%

 

0%

0%

2%

Hot-Rolled

19

2

182

 

2%

0%

16%

 

0%

0%

2%

Cold-Rolled

74

27

8

 

6%

3%

1%

 

1%

0%

0%

Galvanized

786

778

553

 

64%

70%

49%

 

8%

8%

7%

Tin Plate

340

300

259

 

28%

27%

23%

 

4%

3%

3%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

1,219

1,107

1,124

 

100%

100%

100%

 

13%

11%

14%

 

 

 

 

 

 

 

 

 

 

 

 

Total

9,252

9,682

7,894

 

 

 

 

 

100%

100%

100%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

13

41

143

 

 

 

 

 

 

 

 

Hot-Rolled

2,955

3,013

2,163

 

 

 

 

 

 

 

 

Cold-Rolled

1,486

1,414

1,180

 

 

 

 

 

 

 

 

Galvanized

2,964

3,337

2,637

 

 

 

 

 

 

 

 

Tin Plate

1,835

1,876

1,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

9,252

9,682

7,894

 

 

 

 

 

0%

0%

0%

 

 

 

 

 

 

 

 

 

 

 

 

By-Product

225

244

307

 

 

 

 

 

2%

2%

4%

 

 

 

 

 

 

 

 

 

 

 

 

Total

9,477

9,926

8,201

 

 

 

 

 

100%

100%

100%

table of contents

Net Operating Revenues

 

In millions of R$

 

% of Net Operating Revenues

 

 

 

 

 

In Market

 

Total

 

2013

2012

2011

 

2013

2012

2011

 

2013

2012

2011

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

10

2

13

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

3,471

3,093

2,936

 

37%

37%

36%

 

29%

28%

32%

Cold-Rolled

1,509

1,474

1,412

 

16%

18%

18%

 

12%

14%

15%

Galvanized

2,888

2,350

2,178

 

30%

28%

27%

 

24%

22%

24%

Tin Plate

1,651

1,419

1,495

 

17%

17%

19%

 

14%

13%

16%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

9,529

8,338

8,033

 

100%

100%

100%

 

79%

79%

87%

 

 

 

 

 

 

 

 

 

 

 

 

Sales abroad

 

 

 

 

 

 

 

 

 

 

 

Slabs

-

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

30

24

19

 

0%

0%

2%

 

0%

0%

0%

Cold-Rolled

112

82

74

 

4%

4%

6%

 

1%

1%

1%

Galvanized

893

750

786

 

33%

33%

64%

 

7%

6%

8%

Tin Plate

345

293

340

 

13%

13%

28%

 

3%

3%

4%

Long steel

1,223

1,129

 

 

50%

50%

 

 

10%

11%

 

Subtotal

2,603

2,278

1,219

 

100%

100%

100%

 

21%

21%

13%

 

 

 

 

 

 

 

 

 

 

 

 

Total

12,132

10,616

9,252

 

 

 

 

 

100%

100%

100%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

10

2

13

 

 

 

 

 

 

 

 

Hot-Rolled

3,501

3,117

2,955

 

 

 

 

 

 

 

 

Cold-Rolled

1,621

1,556

1,486

 

 

 

 

 

 

 

 

Galvanized

3,781

3,100

2,964

 

 

 

 

 

 

 

 

Tin Plate

1,996

1,712

1,835

 

 

��

 

 

 

 

 

Long steel

1,223

1,129

 

 

 

 

 

 

 

 

 

Subtotal

12,132

10,616

9,252

 

 

 

 

 

0%

0%

0%

 

 

 

 

 

 

 

 

 

 

 

 

By-Product

261

186

225

 

 

 

 

 

2%

2%

2%

 

 

 

 

 

 

 

 

 

 

 

 

Total

12,393

10,802

9,477

 

 

 

 

 

100%

100%

100%


Table of Contents

 


table of contents

Brazilian Macro-Economic Scenario

As a company with the vast majority of its operations and sales currently in Brazil, we are affected by the general economic conditions of Brazil. We believe the rate of growth in Brazil is important in determining our future growth capacity and the results of our operations.

The following table shows some Brazilian economic indicators for the periods indicated:

 

 

Year ended December 31,

Year ended December 31,

 

 

 

 

2011

 

2010

 

2009

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

GDP growth

GDP growth

 

2.7%

 

7.5%

 

(0.2%)

 

2.3%

 

0.9%

 

2.7%

Inflation (IPCA)(1)

Inflation (IPCA)(1)

 

6.5%

 

5.9%

 

4.3%

 

5.9%

 

5.8%

 

6.5%

Inflation (IGP-M)(2)

Inflation (IGP-M)(2)

 

5.1%

 

11.3%

 

(1.7%)

 

5.5%

 

7.8%

 

5.1%

CDI(3)

CDI(3)

 

11.6%

 

9.7%

 

9.8%

 

8.1%

 

8.4%

 

11.6%

Appreciation (depreciation) of therealagainst the U.S. dollar

Appreciation (depreciation) of therealagainst the U.S. dollar

 

(12.6%

4.3%

 

25.5%

 

(14.6)%

 

(8.9)%

 

(12.6)%

Exchange rate at end of period (US$1.00)

 

R$1.876

 

R$1.666

 

R$1.741

Average exchange rate (US$1.00)

 

R$1.675

 

R$1.759

 

R$1.99

Exchange rate at end of period (U.S.$1.00)

 

R$2.343

 

R$2.044

 

R$1.876

Average exchange rate (U.S.$1.00)

 

R$ 2.160

 

R$1.955

 

R$1.675

Sources: IBGE, Fundação Getúlio Vargas, Central Bank and CETIP.

Sources: IBGE, Fundação Getúlio Vargas, Central Bank and CETIP.

Sources: IBGE, Fundação Getúlio Vargas, Central Bank and CETIP.

(1)The IPCA is a consumer price index measured by the IBGE.

(1)The IPCA is a consumer price index measured by the IBGE.

(1)The IPCA is a consumer price index measured by the IBGE.

(2)The IGP-M is the general market price index measured by the Fundação Getúlio Vargas.

(2)The IGP-M is the general market price index measured by the Fundação Getúlio Vargas.

(2)The IGP-M is the general market price index measured by the Fundação Getúlio Vargas.

(3)The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

(3)The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

(3)The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

              

 

Effects of Exchange Rate Fluctuations

Our export revenues are substantially denominated in U.S. dollars. Our domestic revenues are denominated in Brazilianreais

A significant portion of our cost of products sold is commoditized raw materials, the prices of which are denominated in U.S. dollars. The balance of our cost of products sold and our cash operating expenses (i.e., operating expenses apart from depreciation and amortization) are denominated inreais

The appreciation of the U.S. dollar against thereal has the following effects on the results of our operations expressed in U.S. dollars:

·        Domestic revenues tend to be lower (in comparison with prior years) and this effect is magnified to the extent to which we sell more products than usual in the domestic as opposed to the exportforeign market;


Table of Contents

·        The impact ofrealdenominated costs of products sold and operating costs tend to be lower; and

·        Financial expenses are increased to the extent to which the exposure to dollar-denominated debt is not protected.

The appreciation of thereal against the U.S. dollar has the following effects on the results of our operations expressed in U.S. dollars:

·        Domestic revenues tend to be higher (in comparison with prior years) and this effect is magnified to the extent to which we sell more products than usual in the domestic market;

·        The impact ofreal denominated costs of products sold and operating costs tends to be higher; and

·        Financial income is increased to the extent to which the exposure to dollar-denominated debt is not protected.


table of contents

The impact of fluctuations in the exchange rate of thereal against other currencies on the results of our operations can be seen in the “foreign exchange and monetary gain (loss), net” line in our income statement, although that amount is partially offset by the net financial income (or expense) attributable to the profit (or loss) on the derivative transaction of our foreign currency-denominated debt. In order to minimize the effects of the exchange rate fluctuations, we often engage in derivative transactions, including currency swap and foreign currency option agreements. For a discussion of the possible impact of fluctuations in the foreign currency exchange and interest rates on our principal financial instruments and positions, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”  

Effects of Inflation and Interest Rates

Inflation rates in Brazil have been significantly volatile in the past. Inflation rates remained relatively stable from 2003 to 2004, decreased in 2005 and 2006 and increased in 2007 and 2008. In 2009, for the first time since its creation in 1989, the IGP-M inflation index recorded a deflation in a calendar year, equivalent to 1.71%. In 2010 and 2011 the index increased 11.3%5.1% and 5.1%in 2012 and 2013, the IGP-M index increased 7.8% and 5.5%, respectively.

Inflation affects our financial performance by increasing some of our costs and expenses denominated inreais that are not linked to the U.S. dollar. Our cash costs and operating expenses are substantially denominated inreais and have tended to follow the Brazilian inflation ratio because our suppliers and service providers generally increase or decrease prices to reflect Brazilian inflation. In addition, some of ourreal-denominated debt is indexed to take into account the effects of inflation. Under this debt, the principal amount is generally adjusted with reference to inflation indexes. In addition, a significant portion of ourreal-denominated debt bears interest based on the Interbank Deposit Certificate (Certificado de Depósito Interbancário), or CDI, rate which is partially adjusted for inflation.

The table below shows the Brazilian general price index and the CDI rates for the periods shown.shown:

 

 

Year ended December 31,  

 

Year ended December 31,  

 

2011  

 

2010  

 

2009

 

2013  

 

2012  

 

2011  

 

 

 

 

 

 

 

 

 

 

 

 

Inflation (IGP-M)(1)

 

5.1%

 

11.3%

 

(1.7%)

 

5.9%

 

7.8%

 

5.1%

CDI(2)

 

11.6%

 

9.7%

 

9.8%

 

8.1%

 

8.4%

 

11.6%

_______________

_______________

_______________

Source: Fundação Getúlio Vargas, or FGV, and CETIP.

Source: Fundação Getúlio Vargas, or FGV, and CETIP.

Source: Fundação Getúlio Vargas, or FGV, and CETIP.

(1) The IGP-M inflation is the general market price index measured by the FGV.

(1) The IGP-M inflation is the general market price index measured by the FGV.

(1) The IGP-M inflation is the general market price index measured by the FGV.

(2) The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

(2) The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

(2) The Interbank Deposit Rate, or CDI, represents the average interbank deposit rate performed during a given day in Brazil (accrued as of the last month of the period, annualized).

 

Accounting for mining production utilized by our steel production

We are currently self-sufficient regarding the iron ore used in our steel production. The iron ore required is extracted from our Casa de Pedra mine, which in 20112013 amounted to approximately 6.85.7 million tons of its total ironoreiron ore production of approximately 20.119.4 million tonsThe remainder of the iron ore production is sold to third parties in Brazil and throughout the world.


Table of Contents

The cost of iron ore soldregarding our steel production is recorded on our income statement in the cost of goods sold line item atas its extraction cost plus transport from the mine. In 2011, 20102013, 2012 and 2009,2011, these costs were R$283372 million, R$239280 million and R$221283 million, respectively.  

Critical Accounting Estimates

We prepared our consolidated financial statements as of and for the year ended December 31, 20112013 in accordance with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make estimates concerning a variety of matters. Some of these matters are highly uncertain, and our estimates involve judgments we make based on the information available to us. In the discussion below, we have identified several of these matters for which our financial presentation would be materially affected if either (1) we used different estimates that wecould reasonably have used or (2) in the future we change our estimates in response to changes that are reasonably likely to occur.


table of contents

This discussion addresses only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact if we used a different estimate. There are many other areas in which we use estimates about uncertain matters, but the reasonably likely effect of changed or different estimates is not material to our financial presentation.

Impairment of long-lived assets, intangible assets, goodwill and financial assets

In accordance with IAS 36 “Impairment of assets”, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

A determination of the fair value of an asset requires management to make certain assumptions and estimates with respect to projected cash inflows and outflows related to future revenues and expenditures. These assumptions and estimates can be influenced by different external and internal factors, such as economic and industry trends, interest rates and changes in the marketplace. A change in the assumptions and estimates that we use could change our estimate of the expected future net cash flows and lead to the recognition of an impairment charge in results of operations relating to our property, plant and equipment.

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually for impairment in accordance with IAS 36 “ Impairment“Impairment of assets”. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Goodwill is allocated to Cash-Generating Units (CGUs) for impairment testing purposes. The allocation is made to Cash-Generating Units or groups of Cash-Generating Units that are expected to benefit from the business combination from which the goodwill arose, and the unit is not greater than the operating segment.

Financial assets are reviewed for impairment at the end of each reporting period and we assesassess whether there is objective evidence that a financial asset or a group of financial assets is impaired.

In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost is also objective evidence of impairment. Determining what is considered a “significant” or “prolonged” decline requires judgment. For this judgment we assess, among other factors, the historical changes in the equity prices, the duration and proportion in which the fair value of the investment is lower than its cost, and the financial health and short-term prospects of the business for the investee, including factors such as: industry and segment performance, changes in technology, and operating and financial cash flows.If there is any of this evidence of impairment of available-for-sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on the financial asset previously recorded in profit or loss is reclassified from shareholders' equity and recognized in the income statement. Impairment losses recognized in the income statement as available-for-sale instruments are not reversed through the income statement.

On December 31, 2011,2013, we owned, directly and indirectly, 20.14%20.69% of the preferred shares (USIM5) and 11.97%14.13% of the common shares (USIM3) of Usinas Siderúrgicas de Minas Gerais S.A. (“Usiminas”), resulting from various acquisitions on the stock exchange since mid-2010. The instruments are classified as financial instruments available for sale and measured at their fair value based on their quoted market price in the Brazilian stock exchange (BOVESPA) on December 31, 2011.2013.

Considering the decline in market value of the shares of Usiminas during 2011, we evaluated whether, at the balance sheet date, there is objective evidence of impairment of our investments in Usiminas. The Company performed a detailed analysis of the percentage and period of decline, characteristics of the instruments, the segment in which Usiminas operates and volatility of the instruments. We consider that during the period under analysis there have not been significant changes with an adverse effect in the technological, market, economic and legal environment in which Usiminas operates.  

Based on that, we concluded that the decline in market value relative to their price of acquisition of the common and preferred shares on December 31, 2011 is not significant or prolonged, and consequently have not reclassified losses thus far recognized in other comprehensive income. For a more detailed description of our policy regarding impairment of financial assets, see Note 15.II. to the consolidated financial statements included in “Item 18. Financial Statements.”

Depreciation and amortization

  The basis for calculation of depreciation is the cost of the asset less the estimated residual value upon sale. While no specific depreciation method is recommended, the method chosen should be applied consistently for allsignificant components of assets and allocation of the depreciation should be on a systematic basis for each one of the accounting periods that best represents the realization of the economic benefits during the usable lives of assets.


table of contents

 


Table of Contents

A review of the estimated useful life was conducted, and the adjustments in the depreciation of assets recorded in property, plant and equipment were made on a prospective basis as from January 1, 2010. In light of the necessity to review useful lives at least every financial year, in 20112013 management performed the review for all the Company’s units. See further details in Note 1210 to our consolidated financial statements.

   

Fair value of business combinations

We estimate the fair value of assets acquired and liabilities assumed of our business combinations as required by IFRS 3 “Business Combination”. Accordingly, when determining the purchase price allocations of our business acquisitions, we adjust to fair value certain items such as inventories, property, plant and equipment, mines, present value of long-term assets and liabilities, among others, which are determined by independent appraisals that perform the valuations for us.

Goodwill represents the excess of the cost of an acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired company. If there is any negative goodwill determined by the acquirer in the fair value of the assets, liabilities and contingent liabilities acquired in relation to the cost of acquisition, the Company should recognize it immediately in the statement of income.

The Company elected not to remeasure the business acquisitions that occurred prior to January 1, 2009, according to the business combination exemption permitted by IFRS 1. Acquisitions subsequent to January 1, 2009 have been recognized in accordance with IFRS 3, “Business Combinations”.

Derivatives

IAS 39, “ Financial Instruments: Recognition and Measurement”, requires that we recognize all derivative financial instruments as either assets or liabilities on our balance sheet and measure such instruments at fair value. Changes in the fair value of derivatives are recorded in each period in the statement of income or in other comprehensive income, in the latter case depending on whether a transaction is designated as an effective hedge. Our derivative instruments do not qualify for hedge accounting. Changes in the fair value of any of these derivative instruments are immediately recorded in the statements of income under “Other gains (losses), net"“Finance income” and “Finance costs”. Although the Company uses derivative for hedging purposes, it does not apply hedge accounting. With respect to the fair value measurement, we must make assumptions such as to future foreign currency exchange and interest rates. For a discussion of the possible impact of fluctuations in the foreign currency exchange and interest rates on our principal financial instruments and positions, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”

Pension plans

  We sponsor defined benefit pension plans covering some of our retirees. We account for these benefits in accordance with IAS 19, “Employee Benefits,”Benefits”. The determination of the amount of our obligations for pension benefits depends on certain actuarial assumptions. These assumptions are described in Note 28 to our consolidated financial statements and include, among others, the expected long-term rate of return on plan assets and increases in salaries. In accordance with IFRS, when the benefits of a plan are increased, the portion of the increased benefit related to past services of employees is recognized under the straight-line method over the average periodin profit or loss until the benefits become vested. When the benefits become immediately vested, the expense is immediately recognized in profit or loss. The Company has chosen to recognize all the actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income.income and then transferred within equity. If the plan is extinguished, actuarial gains and losses are recognized in profit or loss.

 

Some of the Company’s entities offered a postretirement healthcare benefit to their employees. The right to these benefits is usually contingent upon an employee remaining in employment until the retirement age as well as the completion of the minimum length of service. The expected costs of these benefits were accumulated during the employment period, and are calculated using the same accounting method used for the defined benefit pension plans.

 

Deferred taxes

  We compute and pay income taxes based on results of operations determined under Brazilian Corporate Law. A deferred income tax liability is recognized for all temporary tax differences, while a deferred income tax asset isrecognizedis recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized. Deferred tax assets and liabilities are classified as long-term. Tax assets and liabilities are offset if the entity has a legally enforceable right to offset them and they are related to taxes levied by the same taxing authority. If the criterion for offset of current tax assets and liabilities is met, deferred tax


table of contents

assets and liabilities will also be offset. The income tax related to items recognized directly in equity in the current period or in a prior period is recognized directly in the same account. We regularly review the deferred income tax assets for recoverability and will only recognize these if we believe that it is probable that the deferred income tax assets will be realized, based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. If we operate at a loss or are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or discount rates, the time period over which the underlying temporary differences become taxable or deductible, or any change in its future projections, we reduce the carrying amount of deferred income tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred income tax asset to be realized.


Table of Contents

 

Contingencies and disputed taxes

We record provisions for contingencies relating to legal proceedings with respect to which we deem the likelihood of an unfavorable outcome to be probable and the loss can be reasonably estimated. This determination is made based on the legal opinion of our internal and external legal counsel. We believe these contingencies are properly recognized in our financial statements in accordance with IAS 37 “Provision, Contingent Liabilities and Contingent Assets”. We are also involved in judicial and administrative proceedings that are aimed at obtaining or defending our legal rights with respect to taxes that we believe to be unconstitutional or otherwise not required to be paid by us. We believe that these proceedings will ultimately result in the realization of contingent tax credits or benefits that can be used to settle direct and indirect tax obligations owed to the Brazilian Federal or State Governments or to settle municipal tax obligations owed to the corresponding Municipality as per our laws. We do not recognize these contingent tax credits or benefits in our financial statements until realization of such gain contingencies has been resolved. This occurs when a final irrevocable decision is rendered by the courts in Brazil. When we use contingent tax credits or benefits based on favorable temporary court decisions that are still subject to appeal to offset current direct or indirect tax obligations, we maintain the legal obligation accrued in our financial statements until a final irrevocable judicial decision on those contingent tax credits or benefits is rendered. The accrual for the legal obligation related to the current direct or indirect tax obligations offset is not reversed until such time as the utilization of the contingent tax credits or benefits is ultimately realized. The accounting for the contingent tax credits is in accordance with accounting for contingent assets under IAS 37. Our accruals include interest on the tax obligations that we may offset with contingent tax credits or benefits at the interest rate defined in the relevant tax law. The recorded accruals for these disputed taxes and other contingencies may change in the future due to new developments in each matter, such as changes in legislation, irrevocable, final judicial decisions specific to us, or changes in approach, such as a change in settlement strategy in dealing with these matters. See “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings” for further information on the judicial and administrative proceedings in which we are involved.

Allowance for doubtful accounts

We consider a provision for bad debts in our trade accounts receivable in order to reflect our expectation as to the net realizable value thereof. This provision is estimated based on an analysis of our receivables and is periodically reviewed to maintain real expectation of collectability of our accounts receivable.

Mineral Reserves and Useful life of mine

  The estimates of probable and proven reserves are periodically evaluated and updated. These reserves are determined using generally accepted geological valuation techniques. The method of calculation requires the use of different assumptions by internal specialists and changes in some of these assumptions may have significant impact on probable and proven iron ore reserves recorded and on the useful life of mines.

Property, Plant and Equipment

In accordance with our accounting policy, the cost of maintenance in operating assets is capitalized when it does not occur annually and results in an increase in the useful life of the asset. Depreciation is recognized on an accrual basis until the next maintenance event of the relevant asset. Expenditures for maintenance and repairs in operating assets, that are necessary to maintain assets under normal conditions of use, are charged to operating costs and expenses, as incurred.

 


table of contents

As of December 31, 20102013 and 20112012 the amount capitalized in property, plant and equipment was R$495152 million and R$655273 million respectively and the amount expended was R$8561,297 million and R$9691,019 million, respectively.


Table of Contents

 

Recently Issued Accounting Pronouncements Adopted and Not Adopted by Us

For a description on the recently issued accounting pronouncements, see Note 2 to our consolidated financial statements contained in “Item 18. Financial Statements”. We prepared our consolidated financial statements as of and for the year ended December 31, 2011 in accordance with IFRS, as issued by the IASB.Statements.”

Results of Operations

The following table presents certain financial information with respect to our operating results for each of the years ended December 31, 2011, 20102013, 2012 and 2009 and the percentage change in each of these items comparing 2011 to 2010 and 2010 to 2009:2011:

 

Year Ended December 31,

 

Year Ended December 31,

Income Statement Data:

 

2011

 

2011

 

2010

 

2009

 

2013

 

2013

 

2012

 

2011(1)

 

(in million of US$, except per share data)

 

(in million of R$, except per share data)

 

(in million of US$, except per share data)

 

(in million of R$, except per share data)

Net operating revenues

 

8,807

 

16,520

 

14,451

 

10,978

 

7,389

 

17,312

 

15,229

 

16,520

Cost of products sold

 

(5,225)

 

(9,801)

 

(7,883)

 

(7,211)

 

(5,302)

 

(12,423)

 

(11,259)

 

(9,801)

Gross Profit

 

3,582

 

6,719

 

6,568

 

3,768

Gross Profit

2,087

 

4,889

 

3,970

 

6,719

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

(322)

 

(604)

 

(482)

 

(447)

 

(373)

 

(875)

 

(774)

 

(604)

General and Administrative

 

(307)

 

(576)

 

(537)

 

(480)

 

 

 

 

 

 

 

 

Other Expenses

 

(267)

 

(501)

 

(599)

 

(648)

Other Income

 

383

 

719

 

49

 

1,369

General and administrative

 

(207)

 

(486)

 

(468)

 

(576)

Equity in results of affiliated companies

 

67

 

158

 

642

 

0

Other expenses

 

(484)

 

(1,134)

 

(2,763)

 

(501)

Other income

 

242

 

567

 

111

 

719

Total

 

(513)

 

(962)

 

(1.569)

 

(206)

 

(755)

 

(1,770)

 

(3,252)

 

(962)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

3,069

 

5,757

 

4,998

 

3,561

 

1,332

 

3,120

 

719

 

5,757

Non-operating income (expenses), net

 

 

 

 

 

 

 

 

Financial income

 

73

 

171

 

391

 

717

Financial expenses

 

(1.145)

 

(2.683)

 

(2,543)

 

(2,723)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Income (expenses), net

 

(1,069)

 

(2,006)

 

(1,911)

 

(246)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Taxes

 

2,000

 

3,751

 

3,087

 

3,315

Income Tax

 

 

 

 

 

 

 

 

Income before taxes

 

259

 

608

 

(1,433)

 

3,751

Income tax

 

 

 

 

 

 

 

 

Current

 

(73)

 

(136)

 

(363)

 

(577)

 

(551)

 

(1,291)

 

(322)

 

(136)

Deferred

 

28

 

52

 

(207)

 

(123)

 

519

 

1,217

 

1,275

 

52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,955

 

3,667

 

2,516

 

2,615

 

228

 

534

 

(481)

 

3,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

1,955

 

3,667

 

2,516

 

2,615

 

228

 

534

 

(481)

 

3,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss attributable to noncontrolling interest

 

(21)

 

(39)

 

-

 

(4)

Net loss attributable to noncontrolling interest

 

11  

 

25

 

(61)

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Companhia Siderúrgica Nacional

 

1,976

 

3,706

 

2,516

 

2,619

 

217

 

509

 

(421)

 

3,706

 

 

 

 

 

 

 

 

Basic earnings per common share

 

0,14901

 

0,34913

 

- 0.28815

 

2.54191

Diluted earnings per common share

 

0,14901

 

0,34913

 

- 0.28815

 

2.54191

        

 

(1) 

The selected financial data for the years ended December 31, 2011,  have not been retrospectively adjusted for the effects of the adoption of IFRS 10 and 11 as permitted by the transition guidance related to these standards. See note 2(y) and 3 to our consolidated financial statements.


table of contents

Year 20112013 Compared to Year 20102012

We have  applied, beginning January 1, 2013, IFRS 10 - Consolidated Financial Statements, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11 - Joint Arrangements, which requires a new valuation of joint arrangements, focusing on the rights and obligations of the arrangement, instead of its legal form. In additionaccordance with the new standards, the proportionate consolidation method for jointly controlled entites is no longer permitted. As a result of the adoption of these new standards, the Company no longer consolidates its jointly controlled entities Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, and began accounting for these investments under the equity method.  

The amendments provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. We applied this transition relief as described above with respect to the consolidated figures reported above,adoption of IFRS 10 and IFRS 11. As a result, the Company reports its integrated operations in five business segments:  steel, mining, cement, logistics (including Portfinancial statements as of and Railway) and energy. The operating resultsof each segment are disclosed separately.  The information on CSN’s five business segments is derived fromfor the accounting data, together with allocationsyear ended December 31, 2012 and the apportionmentopening balance sheet  as of costs amongJanuary 1, 2012 have been  restated for the segments.effects of the retrospective adoption of these new standards. Our financial statements as of and for the year ended December 31, 2011 remain unchanged and as disclosed previously and, as a result, are not comparable with the information as of and for the years ended December 31, 2013 and 2012.

 


Table of Contents

Our consolidated results for the years ended December 31, 20112013 and 20102012 by business segment are presented below:

 

R$ million

 

Logistics

 

Year Ended December 31, 2011

 

Logistics

 

 

Year Ended
December
31, 2013

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

9,478

5,942

143

1,023

333

183

(582)

16,520

12,393

5,297

195

1,074

416

212

(2,274)

17,312

Domestic Market

8,190

834

143

1,023

333

183

(565)

10,142

9,696

680

195

1,074

416

212

(1,025)

11,247

Export Market

1,287

5,108

 

(17)

6,378

2,697

4,617

 

(1,249)

6,065

Cost of goods sold

(7,038)

(2,185)

(85)

(667)

(268)

(105)

549

(9,801)

(9,962)

(2,829)

(97)

(708)

(277)

(161)

1,612

(12,423)

Gross profit

2,440

3,757

57

356

65

78

(33)

6,719

2,431

2,468

97

366

139

50

(662)

4,890

Adjusted EBITDA

2,575

3,768

45

371

20

75

(386)

6,468

Adjusted EBITDA*

2,454

2,618

82

406

101

47

(304)

5,404

R$ million

 

Logistics

 

Year Ended December 31, 2010

 

Logistics

 

 

Year Ended December 31, 2012

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

9,926

3,615

119

838

202

114

(364)

14,451

10,802

4,485

151

1,067

388

229

(1,894)

15,229

Domestic Market

8,763

574

119

838

202

114

(364)

10,247

8,478

713

151

1,067

388

229

(567)

10,459

Export Market

1,163

3,041

 

4,204

2,324

3,772

 

(1,326)

4,770

Cost of goods sold

(6,226)

(1,252)

(70)

(522)

(164)

(42)

393

(7,883)

(8,868)

(2,450)

(82)

(730)

(286)

(153)

1,311

(11,259)

Gross profit

3,700

2,363

49

317

38

72

29

6,568

1,934

2,035

69

337

102

76

(583)

3,970

Adjusted EBITDA

3,776

2,439

38

349

9

69

(325)

6,355

Adjusted EBITDA*

2,068

2,166

55

381

60

71

(269)

4,532

 

*For more information on Adjusted EBITDA see “Results of Operations—Adjusted EBITDA.”

Net Operating Revenues

Net operating revenues wereincreased R$16,520 million in 2011, an increase of R$2,0692,084 million, or 14.3%13.7%, from R$14,45115,229 million recorded in 2010, mainly2012 to R$17,312 million in 2013, due to thean increase in revenues from our steel, mining, logistics and cement segments, partially offset by a decrease in revenues which represent 35% offrom our total revenues.energy segment.

TotalNet domestic revenues increased 7.5%, from R$10,459 million in 2012 to R$11,247 million in 2013 and total net revenues of exports and sales abroad increased 51.7%27.1%, from R$4,2044,770 million in 20102012 to R$6,3786,065 million in 2011, while net domestic revenues decreased 1.0%, from R$10,247 million in 2010 to R$10,142 million in 2011.2013.

Steel


table of contents

Steel net operating revenues decreasedincreased R$4481,591 million, or 4.5%14.7%, from R$9,92610,802 million in 20102012 to R$9,47812,393 million in 2011, mainly2013, due to a decrease in average steel prices, partially offset by the 2.1%an increase in sales volume of 4.9% from 4,796 million5,829 thousand tons in 20102012 to 4,896 million6,117 thousand tons in 2011.2013 and to an increase of 8.9% in average steel prices.

Steel net domestic revenues decreased 6.5%increased R$1,218 million, or 14.4%, from R$8,7638,478 million in 20102012 to R$8,1909,696 million in 2011, mainly2013, due to a decrease in average steel prices in the domestic market, partially offset by the 1.9%an increase of 3.4% in sales volume from 4,1354,495 thousand tons in 20102012 to 4,2164,650 thousand tons in 2011.2013 and an increase in the average domestic steel prices.

Steel net revenues from exports and sales abroad increased 10.7%R$373 million, or 16.1%, from R$1,1632,324 million in 20102012 to R$1,2872,697 million in 2011,2013, with increasessales volume increasing 10.0% to 1,467 thousand tons in 2013, from 1,334 thousand tons in 2012 and to an increase in the average steel prices into the international market as well as an increase in sales volumes, from 661 thousand tons in 2010 to 680 thousand tons in 2011.foreign market.

Mining

Mining net operating revenues increased R$2,327812 million, or 64.4%18.1%, from R$3,6154,485 million in 20102012 to R$5,9425,297 million in 2011, primarily2013, mainly due to an increase of 6.7% in the consolidated iron ore sales and due to higher international prices and the increase in sales volume.

Mining net domestic revenues increased R$260 million, or 45.3%, from R$574 million in 2010 to R$834 million in 2011, mainly due to the increase in average iron ore prices, partially offset by the decrease of 4.1%in sales volume from 1,520 thousand tons in 2010 to 1,457 thousand tons in 2011, a function of our strategy of increasing iron ore exports.prices.


Table of Contents

Mining net export revenues increased R$2,067845 million, or 68.0%22.4%, from R$3,0413,772 million in 20102012 to R$5,1084,617 million in 2011, primarily2013, mainly due to thean increase of 8.5% in iron ore sales volume and higher international iron ore prices driven byprices.

Mining net domestic revenues decreased R$33 million, or 4.6%, from R$713 million in 2012 to R$680 million in 2013, mainly due to a decrease in iron ore domestic sales, as a result of our focus on sales to the strong demand, mainly from China, and the increase of 31.4% in sales volume, from 17,035 thousand tons in 2010 to 22,392 thousand tons in 2011.foreign market.

Logistics

Logistics net operating revenues an increased R$51 million, or 4.2%, from R$1,218 million reported in 2012 to R$1,269 million in 2013. In 2013, net revenue from railway logistics totaled R$1,074 million and net revenue from port logistics amounted to R$195 million, while in 2012, net revenue from railway logistics totaled R$1,067 million and net revenue from port logistics amounted to R$151 million.

Cement

Cement net revenue increased R$28 million, or 7.2%, from R$388 million in 2012 to R$416 million in 2013, mainly due to an increase of 3.8% in sales volume from 1,972 thousand tons in 2012 to 2,046 thousand tons in 2013, as we continue the ramp up of our cement plant in Volta Redonda.

Energy

Our net operating revenues from the energy segment decreased R$17 million, or 7.4%, from R$229 million in 2012 to R$212 million in 2013.

Cost of Products Sold

Consolidated cost of products sold increased R$683 million, or 10.3% from $11,259 million in 2012 to R$12,423 million in 2013, due to an increase in cost of products sold from our steel, mining and energy segments, partially offset by a decrease in cost of products sold from our cement segment.

Steel

Consolidated steel costs of products sold were R$9,962 million in 2013, representing a 12.3% increase as compared to the R$8,868 million recorded in 2012, mainly due to the increase in steel sales volume and production costs.


table of contents

Other than the periodic sale of excess inventories and the purchase by our subsidiaries of semi-finished products from third parties for further processing, our cost of products sold is comparable to our flat steel production cost.

The following table sets forth our flat steel production costs, the production costs per ton of steel and the portion of production costs attributable to the primary components of our costs of production. With the exception of coal and coke, which we import, and some metals (such as aluminum, zinc and tin) with domestic prices linked to international prices, our production costs are mostly denominated inreais

 

2013

2012

Raw Materials

R$ million

R$ / ton

%

R$ million

R$ / ton

%

Iron Ore

372

74.1

5.3%

280

56.7

4.3%

Coal

800

159.1

11.5%

1,244

252.0

19.1%

Coke

772

153.5

11.1%

672

136.1

10.3%

Metals

310

61.6

4.4%

258

52.2

4.0%

Outsourced Slabs and Hot Coils

678

134.9

9.7%

144

29.2

2.2%

Pellets

400

79.5

5.7%

366

74.1

5.6%

Scrap

114

22.6

1.6%

131

26.5

2.0%

Other(1)

256

50.9

3.7%

242

49.0

3.7%

(1)Includes limestone and dolomite

 

 

 

 

 

 

Energy / Fuel

623

123.9

9.0%

567

114.8

8.7%

Labor

639

127.2

9.2%

634

128.5

9.7%

Services and Maintenance

911

181.2

13.1%

911

184.5

14.0%

Tools and Supplies

294

58.4

4.2%

274

55.6

4.2%

Depreciation

652

129.8

9.4%

688

139.3

10.5%

Other

142

28.2

2.0%

116

23.5

1.8%

Total Steel Cost Production

6,962

1,384.8

100.0%

6,527

1,321.8

100.0%

Our steel production costs increased R$435 million, or 6.7%, from R$6,527 million in 2012 to R$6,962 million in 2013.

We are self-sufficient in almost all the raw materials used in the production of steel. The principal raw materials we use in our integrated steel mill include iron ore, coke, coal (from which we produce most of our coke necessities), limestone, dolomite, aluminum, tin and zinc. In addition, our production operations consume water, gases, electricity and ancillary materials.

We obtain all of our iron ore requirements from our Casa de Pedra mine located in the state of Minas Gerais, and the limestone and dolomite from our Bocaina mine in the city of Arcos, in the state of Minas Gerais.

The coal and coke we consume are acquired from different international producers “See Item 4B—Raw Materials and Suppliers.”

Our coal costs decreased R$444 million, or 35.7%, from R$1,244 million in 2012 to R$800 million in 2013, corresponding to 11.5% of our steel production cost, mainly due to a decrease in consumption and lower average prices, partially offset by the depreciation of thereal

Our coke costs increased R$100 million, or 14.9%, from R$672 million in 2012 to R$772 million in 2012, corresponding to 11.1% of our steel production cost, due to an increase in consumption and the depreciation of the Brazilianreal,partially offset by lower average prices.

The costs of pellets increased R$34 million, or 9.3%, from R$366 million in 2012 to R$400 million in 2013, mainly due to higher prices


table of contents

Our costs regarding purchase of outsourced slabs and hot coils from third parties increased R$534 million, or 370.8%, from R$144 million in 2012 to R$678 million in 2013, due to higher volumes of slabs purchased from third parties.

Our costs regarding metals increased R$52 million or 20.2%, from R$258 million in 2012 to R$310 million in 2013, mainly due to increase of 23.0% in the consumption of zinc which impacted the production cost in R$40 million.

Mining

Our mining costs of products sold increased R$379 million, or 15.5%, from R$2,450 million in 2012 to R$2,829 million in 2013, mainly due to the increase in the volume of iron ore sold and in production costs.

Logistics

Cost of services attributable to our logistics segment decreased R$6 million, or 0.7%, from R$812 million in 2012 to R$806 million in 2013, mainly due to the decrease in the cost of railway logistics, which decreased R$22 million, or 3.0% from R$730 million in 2012 to R$708 million in 2013. The railway logistics represented 87.9% of the total logistics costs in 2013 and 89.8% of the total logistics costs in 2012. In addition, cost of services from port logistics increased R$15 million, or 18.0%, from R$82 million reported in 2012 to R$97 million in 2013.

Cement

Cost of products sold attributable to our cement segment decreased R$9 million, or 3.2%, from R$286 million reported in 2012 to R$277 million in 2013.

Energy

Cost of products sold attributable to our energy segment increased R$8 million, or 5.2%, from R$153 million in 2012 to R$161 million in 2013.

Gross Profit

Gross profit increased R$920 million, or 23.2%, from R$3,970 million in 2012 to R$4,890 million in 2013, due to the increase of R$2,084 million in net revenues partially offset by the increase of R$1,164 million in cost of products sold.

Steel

Gross profit in the steel segment increased R$497 million, or 25.7%. from R$1,934 million in 2012 to R$2,431 million in 2013, due to the increase of R$1,591 million in steel net revenues partially offset by the increase of R$1,094 million in the cost of steel products sold.

Mining

Our gross profit in the mining segment increased R$433 million, or 21.2% from R$2,035 million in 2012 to R$2,468 million in 2013, due to the increase of R$812 million in mining net operating revenues, partially offset by the increase of R$379 million in cost of products sold, as discussed above.

Logistics

Gross profit in the logistics segment increased R$57 million, or 14.0%, from R$406 million in 2012 to R$463 million in 2013, due to the increase of R$51 million in net revenues and by the decrease of R$6 million in cost of products sold, as discussed above.

Cement


table of contents

Gross profit in the cement segment increased R$37 million, or 36.3% from R$102 million in 2012 to R$139 million in 2013, due to the increase of R$28 million in net revenues and by the R$9 million decrease in the cost of products sold, as discussed above.

Energy

Gross profit in energy segment decreased R$26 million, or 33.4%, from R$76 million in 2012 to R$50 million in 2013, due to the decrease of R$17 million in net operating revenues and the increase of R$9 million in the cost of products sold.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased R$119 million, or 9.6%, from R$1,241 million in 2012 to R$1,360 million in 2013. Selling expenses increased R$102 million, or 13.2%, from R$773 million in 2012 to R$875 million in 2013, mainly due to our stronger sales efforts while general and administrative expenses increased R$17 million, or 3.6%, from R$468 million in 2012 to R$485 million in 2013.

Other operating income (expenses)

In 2013, we recorded a net expense of R$568 million in the “Other Revenue and Expenses” line-item, as compared to a net income of R$2,651 million in 2012. The R$2,083 million decrease was mainly due to the non-recurring impact of R$2,023 million in 2012 regarding the reclassification of accrued losses from investments in financial instruments classified as available for sale.

Equity Result

Equity result decreased R$483 million, or 75.4%, from R$641 million in 2012 to R$158 million in 2013, mainly due to the participation of the jointly-controlled investee Namisa in theFederal Tax Repayment Program, orREFIS, which had an impact of R$534 million, proportional to our interest in this subsidiary.

Operating Income

Operating income increased R$2,401 million, or 334.0%, from R$719 million in 2012 to R$3,120 million in 2013. This increase was mainlydue to:

·An increase of R$920 million in gross profit, as discussed above;

·A decrease of R$2,083 million in other operating income (expenses);

Partially offset by:

·An increase of R$119 million in selling, general and administrative expenses, as discussed above;

·A decrease of R$483 million in equity result, as discussed above;

Financial expenses (income), net

In 2013, our net financial expenses increased R$361 million, or 16.7%, from R$2,151 million in 2012 to R$2,512 million in 2013, mainly due to:

·an interest income decrease of R$220 million, or 56.1%, or, from R$392 million in 2012 to R$172 million in 2013, due to a reduction of R$52 million in returns on financial investments and the net effect of R$115 million of the REFIS in 2012 (Law 11,941/09 and MP 470/09);

·an interest expense increase of R$192 million, or 7.5%, R$2,547 million in 2012 to R$2,740 million in 2013, mainly due to the effect of R$277 million regarding our adherence to the REFIS in 2013 (Law 11,941/09 and Law 12,865/13), partially offset by a decrease of R$85 million in monetary restatement of tax payment installments; and


table of contents

·a positive effect of R$52 million in exchange and monetary variation.

Income Taxes

We recorded an expense for income tax and social contribution of R$74 million in 2013, as compared to a gain of R$952 million in 2012. Expressed as a percentage of pre-tax income, income tax moved from -66.5% in 2012 to -12.2% in 2013. Income tax expense in Brazil refers to federal income tax and social contribution tax. The statutory rates for these taxes applicable to the periods presented herein were 25% for federal income tax and 9% for the social contribution. Therefore, the balances owed for these periods totaled an expense of R$207 million in 2013 and a gain of R$487 million in 2012 (34% of income before taxes and equity in affiliated companies). Adjustments are made to these rates in order to reach the actual tax expense for the years.

For the year ended December 31, 2013, adjustments totaled an expense of R$133 million and were comprised of:

·a R$255 million adjustment related to interest on capital benefit, which increased tax gains;

·a R$227 million adjustment related to income subject to special tax rates or untaxed, which increased tax gains;

·a R$31 million adjustment related to transfer pricing adjustment, which increased tax expenses;

·a negative R$689 million adjustment related to the REFIS which increased tax expenses;

·a R$167 million adjustment related to tax loss and negative basis without constituted deferred tax, which decreased tax gains; and

·a positive R$550 million adjustment related to tax credits from subsidiaries, which increased tax gains; and

·a R$12 million effect related to other permanent deductions, which increased tax expenses.

For the year ended December 31, 2012, adjustments totaled a gain of R$465 million and were comprised of:

·a R$444 million adjustment related to equity income of subsidiaries at different rates or which are not taxable, which increased tax gains;

·a R$39 million adjustment related to non taxable income from the REFIS which increased tax gains;

·R$43 million related to tax loss and negative basis without constituted deferred tax, which decreased tax gains; and

·a R$24 million effect related to other permanent deductions, which increased tax gains.

It is not possible to predict the future adjustments to the federal income tax and social contribution at statutory rates, as they depend on interest on stockholder’s equity, tax incentives, non-taxable factors including income from offshore operations, and tax losses from offshore operations, especially when expressed as a percentage of income.

Net Income (Loss)

In 2013, we had a net income of R$534 million, as compared to a net loss of R$481 million in 2012, mainly due to higher gross profit and the non-recurring effects aforementioned.

Year 2012 Compared to Year 2011

We have  applied, beginning January 1, 2013, IFRS 10 - Consolidated Financial Statements, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11 - Joint Arrangements, which requires a new valuation of joint arrangements, focusing on


table of contents

the rights and obligations of the arrangement, instead of its legal form. In accordance with the new standards, the proportionate consolidation method for jointly controlled entites is no longer permitted. As a result of the adoption of these new standards, the Company no longer consolidates its jointly controlled entities Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, and began accounting for these investments under the equity method.  

The amendments provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. We applied this transition relief as described above with respect to the adoption of IFRS 10 and IFRS 11. As a result, the financial statements as of and for the year ended December 31, 2012 and the opening balance sheet as of January 1, 2012 have been  restated for the effects of the retrospective adoption of these new standards. Our financial statements as of and for the year ended December 31, 2011 remain unchanged and as disclosed previously and, as a result, are not comparable with the information as of and for the years ended December 31, 2013 and 2012.

Our consolidated results for the years ended December 31, 2012 and 2011 by business segment are presented below:

R$ million

 

 

Logistics

 

 

 

Year Ended December 31, 2012

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

10,802

4,485

151

1,067

388

229

(1,894)

15,229

Domestic Market

8,478

713

151

1,067

388

229

(567)

10,459

Export Market

2,324

3,772

 

 

 

 

(1,326)

4,770

Cost of goods sold

(8,868)

(2,450)

(82)

(730)

(286)

(153)

1,311

(11,259)

Gross profit

1,934

2,035

69

337

102

76

(583)

3,970

Adjusted EBITDA*

2,068

2,166

55

381

60

71

(269)

4,532

R$ million

 

 

Logistics

 

 

 

Year Ended December 31, 2011

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

9,478

5,856

143

1,023

333

183

(496)

16,520

Domestic Market

8,190

834

143

1,023

333

183

(565)

10,142

Export Market

1,287

5,022

 

 

 

 

69

6,378

Cost of goods sold

(7,038)

(2,185)

(85)

(667)

(268)

(105)

549

(9,801)

Gross profit

2,440

3,671

57

356

65

78

53

6,719

Adjusted EBITDA*

2,575

3,768

45

371

20

75

(386)

6,468

*For more information on Adjusted EBITDA see “Results of Operations—Adjusted EBITDA”.

Net Operating Revenues

Net operating revenues decreased R$1,291 million, or 7.8%, from R$16,520 million recorded in 2011 to R$15,229 million in 2012, a, mainly due to the R$1,667 million decrease due to the adoption of the IFRS 10 and IFRS 11, partially offset by an increase of R$376 million in revenues, mainly from our steel segment.

Net domestic revenues increased R$310 million, or 3.1%, from R$10,142 million in 2011 to R$10,459 million in 2012 and total net revenues of exports and sales abroad decreased R$1,608 million, or 25.2%, from R$6,378 million in 2011 to R$4,770 million in 2012.

Steel

Steel net operating revenues increased R$1,324 million, or 14.0%, from R$9,478 million in 2011 to R$10,802 million in 2012, mainly due to an increase in sales volume of R$279 million, or 19.1%, from 4,896 thousand tons in 2011 to 5,829 thousand tons in 2012.

Steel net domestic revenues increased R$288 million, or 3.5%, from R$8,190 million in 2011 to R$8,478 million in 2012, mainly due to an increase of 6.6% in sales volume from 4,216 thousand tons in 2011 to 4,495 thousand tons in 2012.


table of contents

Steel net revenues from exports and sales abroad increased R$1,037 million, or 80.5%, from R$1,287 million in 2011 to R$2,324 million in 2012, with sales volume increasing 96.2% from 680 thousand tons in 2011 to 1,334 thousand tons in 2012, due to the 724 thousand tons sold by SWT, which were included in our consolidated results as of February 2012.

Mining

Mining net operating revenues decreased R$1,371 million, or 23.4%, from R$5,856 million in 2011 to R$4,485 million in 2012, due to the lower volume of iron ore sold, affected by an above average rainy season in the first half of the year, and a decrease in average iron ore prices in the international market.

Mining net export revenues decreased R$1,250 million, or 24.9%, from R$5,022 million in 2011 to R$3,772 million in 2012, due to a decrease of 12.0% in sales volume from 22,392 thousand tons in 2011 to 19,703 thousand tons in 2012 and a decrease in average international iron ore prices.

Mining net domestic revenues decreased R$121 million, or 14.5%, from R$834 million in 2011 to R$713 million in 2012, mainly due to the decrease of sales volume from 1,457 thousand tons in 2011 to 479 thousand tons in 2012.

Logistics

Logistics net operating revenues increased R$52 million, or 4.5% from R$1,166 million an increase of 21.8% as compared with thein 2011 to R$1,218 million in 2012. In 2012, net revenue from railway logistics operating revenues oftotaled R$9571,067 million reportedand net revenue from port logistics amounted to R$151 million, while in 2010. In 2011, net revenue from railway logistics totaled R$1,023 million and net revenue from port logistics amounted to R$143 million, while in 2010, net revenue from railway logistics totaled R$838 million and net revenue from port logistics amounted to R$119 million.  

Cement

AsCement net revenue increased R$55 million, or 16.5%, to R$388 million in 2012, compared with revenue of R$333 million in 2011, due to an increase of 217 thousand tons, or 12.4%, in sales volume from 1,755 thousand tons in 2011 to 1,972 thousand tons in 2012, as we continue the ramp-upramp up of our cement plant in Volta Redonda, we significantly increased sales in 2011, reaching 1,755 thousand tons, which represents a growth of 76.9% when compared to 2010. 

As a consequence, in 2011, net revenues from the cement segment totaled R$333 million, an increase of 65.0% from 2010 net revenues of R$202 million.Redonda.

Energy

In 2011 our netNet operating revenues from the energy segment totaledincreased R$46 million, or 25.1%, from R$183 million an increase ofin 2011 to R$69229 million as compared with net operating revenues of R$114 million reported in 2010 in this segment.2012.

Cost of Products Sold

In 2011, consolidatedConsolidated cost of products sold amounted toincreased R$1,458 million, or 14.9%, from R$9,801 million representingin 2011 to R$11,259 million in 2012, mainly due to an increase of R$2,271 million due to higher steel volumes sold and higher steel and mining production costs, partially offset by a 24.3% increase as compareddecrease of R$813 million due to R$7,883 million recorded in 2010.the adoption of the IFRS 10 and IFRS 11.

Steel

Consolidated steel costs wereof products sold increased R$1,830 million, or 26.0%. from R$7,038 million in 2011 representing a 13.0% increase as compared to the R$6,2268,868 million recorded in 2010,2012, mainly due to the increase in raw materials costs.sales volume of flat steel and its production costs and the consolidation of SWT’s results as of February 2012.

Other than the periodic sale of excess inventories and the purchase by our subsidiaries of semi-finished products from third parties for further processing, our cost of products sold is equivalentcomparable to our flat steel production cost.

The following table sets forth our flat steel production costs, the production costs per ton of steel and the portion of production costs attributable to the primary components of our costs of production. With the exception of coal and coke, which we import, and some metals (such as aluminum, zinc and tin) with domestic prices linked to international prices, our costs of production are mostly denominated inreais

 

 

2011

2010

Raw Materials

R$ million

R$ / ton

%

R$ million

R$ / ton

%

Iron Ore

283

56.6

4.7%

239

47.0

4.3%

Coal

1,249

250.5

20.9%

1,239

243.7

22.1%

Coke

575

115.3

9.6%

382

75.1

6.8%

Metals

275

55.1

4.6%

244

48.0

4.3%

Outsourced Slabs and Hot Coils

221

44.3

3.7%

272

53.5

4.9%

Pellets

276

55.3

4.6%

169

33.2

3.0%

Scrap

110

22.0

1.8%

64

12.6

1.1%

Other(1)

237

47.5

4.0%

274

53.9

4.9%

(1)Includes limestone and dolomite

 

 

 

 

 

 

Energy / Fuel

565

113.3

9.5%

561

110.3

10.1%

Labor

607

121.6

10.2%

570

112.1

10.2%

Services and Maintenance

716

143.5

12.0%

743

146.1

13.3%

Tools and Supplies

268

53.8

4.5%

269

52.9

4.8%

Depreciation

562

112.7

9.4%

489

96.2

8.7%

Other

27

5.5

0.5%

59

16.5

1.5%

 

 

 

 

 

 

 

Total Steel Cost Production

5,970

1,197.1

100.0%

5,574

1,101.3

100.0%


table of contents

Table of Contents

 

2012

2011

Raw Materials

R$ million

R$ / ton

%

R$ million

R$ / ton

%

Iron Ore

280

56.7

4.3%

283

56.6

4.7%

Coal

1,244

252.0

19.1%

1,249

250.5

20.9%

Coke

672

136.1

10.3%

575

115.3

9.6%

Metals

258

52.2

4.0%

275

55.1

4.6%

Outsourced Slabs and Hot Coils

144

29.2

2.2%

221

44.3

3.7%

Pellets

366

74.1

5.6%

276

55.3

4.6%

Scrap

131

26.5

2.0%

110

22.0

1.8%

Other(1)

242

49.0

3.7%

237

47.5

4.0%

(1)Includes limestone and dolomite

 

 

 

 

 

 

Energy / Fuel

567

114.8

8.7%

565

113.3

9.5%

Labor

634

128.5

9.7%

607

121.6

10.2%

Services and Maintenance

911

184.5

14.0%

716

143.5

12.0%

Tools and Supplies

274

55.6

4.2%

268

53.8

4.5%

Depreciation

688

139.3

10.5%

562

112.7

9.4%

Other

116

23.5

1.8%

27

5.5

0.5%

Total Steel Cost Production

6,527

1,321.8

100.0%

5,970

1,197.1

100.0%

 

 

In 2011, ourOur steel production costs wereincreased R$557 million, or 9.3%, from R$5,970 million a 7.1%, orin 2011 to R$3966,527 million increase from the R$5,574 million reported in 2010.2012.

We are self-sufficient in almost all the raw materials used in the production of steel. The principal raw materials we use in our integrated steel mill include iron ore, coke, coal (from which we produce most of our coke necessities), limestone, dolomite, aluminum, tin and zinc. In addition, our production operations consume water, gases, electricity and ancillary materials.

We obtain all of our iron ore requirements from our Casa de Pedra mine located in the state of Minas Gerais, and the limestone and dolomite from our Bocaina mine in the city of Arcos, in the state of Minas Gerais.

The coal and coke we consume are acquired from different international producers “See Item 4B - Raw Materials and Suppliers”. In the first half of 2011, given the mismatch between supply and demand, there was an increase in the price of some raw materials used in steelmaking.Suppliers.”

Our coke costs increased R$19397 million, or 50.5%16.9%, from R$382 million in 2010 to R$575 million in 2011 to R$672 million in 2012, corresponding to 9.6%10.3% of our steel production cost, due to the increase in consumption and higher average prices.the depreciation of the Brazilianreal.  

The costs of pellets increased R$10790 million, or 63%32.6%, from R$169 million in 2010 to R$276 million in 2011 to R$366 million in 2012, principally due to the increase in consumption but also

Our costs of services and maintenance increased 27.2%, or R$195 million, from R$716 million in 2011 to R$ 911 million in 2012, mainly due to higher average pricespreventive maintenance.  

Depreciation costs increased R$73126 million or 22.4%, from R$489 million in 2010 to R$562 million in 2011 to R$688 million in 2012, mainly due to asset additions.

Mining

Our mining costs of products sold totaledincreased R$265 million, or 12.1%, from R$2,185 million in 2011 an increaseto R$2,450 million in 2012, mainly as a result of R$933 million, or 74.5%, as compared to the R$1,252 million reported in 2010, mainly due to the increase in sales volumeproduction costs.


table of iron ore.contents

Logistics

In 2011, costCost of services attributable to our logistics segment totaledincreased R$60 million, or 7.9%, from R$752 million representing a 27.0% increase as comparedin 2011 to the R$592812 million reported in 2010,2012, mainly due to the increase in the cost of railway logistics which totaledof R$63 million, or 9,4%, from R$667 million in 2011 a 27.8% increase (equivalent to R$145 million) from the R$522730 million reported in 2010.2012. The railway logistics represented 89%89.9% of the total logistics costs in 20112012 and 88%88.7% of the total logistics costs in 2010.2011. In addition, cost of services from port logistics totaleddecreased R$3 million, or 3.5% from the R$85 million a 21.4% increase from thein 2011 to R$7082 million reported in 2010.2012.

Cement

Cost of products sold attributable to our cement segment reachedincreased R$18 million, or 6.7%, from R$268 million in 2011 to R$104286 million or 63.4% up from the R$164 million reported in 2010,2012, mainly due to anthe increase in sales as described above.volume.


Table of Contents

Energy

In 2011, costCost of products sold attributable to our energy segment wasincreased $48 million, or 45.7%, from R$105 million an increase of R$63 million or 150.0% as compared with the R$42 million reported in 2010.2011 to R$153 million in 2012.

Gross Profit

Gross profit totaled decreased R$2,749 million, or 40.9%, from R$6,719 million in 2011 an increase of 2.3% or R$151 million as compared to R$6,5683,970 million on 2010,in 2012, due to the increasea decrease of R$2,0691,291 million in net operating revenues partially offset by theand an increase of R$1,9181,458 million in cost of products sold.

Steel

Gross profit in the steel segment totaleddecreased R$506 million, or 20.7%, from R$2,440 million in 2011 a decrease ofto R$1,260 million, or 34.1%, from R$3,7001,934 million in 2010,2012, due to the increase of R$8121,830 million in the cost of steel products sold, in light ofpartially offset by the increase in raw material costs, and the decrease of R$4481,324 million in steel net revenues, due to the decrease in average steel prices.  as discussed above.

Mining

Our gross profit in the mining segment increaseddecreased R$1,3941,636 million, or 59.0%44.5% from R$2,363 million in 2010 to R$3,7573,671 million in 2011 mainlyto R$2,035 million in 2012, due to the increasedecrease of R$2,3271,371 million in mining net operating revenues caused by higher international prices and increase in sales volume, partially offset by the increase of R$933265 million in cost of products sold.

Logistics

Gross profit in the logistics segment increased 12.8%decreased R$7 million, or 1.7%, from R$366 million in 2010 to R$413 million in 2011 to R$406 million in 2012, due to the increase of R$20960 million in net revenues,cost of products sold, partially offset by the increase of R$16052 million in the cost of products sold.net revenues.

Cement

Gross profit in the cement segment increased R$2737 million or 68.4%56.9% from R$38 million in 2010 to R$65 million in 2011 to R$102 million in 2012, due to the increase of R$13155 million in net revenues, partially offset by the R$10418 million increase in the cost of products sold.

Energy

TheGross profit in the energy segment reporteddecrease R$2.0 million, or 3.0%, from R$78 million in 2011 a gross profit ofto R$7876 million an increase of 8.3% as compared with the R$72 million reported in 2010.2012.

Selling, General and Administrative Expenses

In 2011, we recorded selling,Selling, general and administrative expenses ofincreased R$61 million, or 5.2%, from R$1,180 million a 15.8% increase from 2010. in 2011 to R$1,241 million in 2012.


table of contents

Selling expenses increased 25.3%R$169 million, or 28.0%, from R$482 million in 2010 to R$604 million in 2011 mainlyto R$773 million in 2012, due to expenses relating tothe increase of R$328 million, mainly from the increase in the portion of our iron ore freight. sold with freight included (CIF) and because of the inclusion of SWT’s operations in our consolidated results as of February 2012. This increase was partially offset by a decrease of R$159 million, from the impact of the adoption of IFRS 10 and IFRS 11.

General and administrative expenses increased 7.3%,decreased R$108 million, mainly due to a decrease of R$109 million from R$537 millionthe impact of the adoption of IFRS 10 and IFRS 11. Excluding the impact of these amendments, general and administrative expenses would have remained largely unchanged in 2010 to R$576 million in 2011.2012.

Other operating income (Expenses)(expenses)

In 2011,2012, we recorded a net incomeexpense of R$2182,651 million in the “Other Revenue and Expenses” line-item, as compared to a net expenseincome of R$551218 million in 2010.2011. The R$7692,869 million increasevariation was mostly due to:

•      The impairment of the investment in Usiminas’ shares and consequently the reclassification of the accumulated losses recorded in shareholders’ equity in the amount of R$2,023 million to theother operating expenses (income statement);

•      A positive impact of R$698 million in 2011 from the sale of CSN’s entire interest in Riversdale Mining Limited in April 2011.2011; and


Table•      A positive impact of Contents
R$22 million in 2012, due to the adoption of the IFRS 10 and IFRS 11.

Equity Result

Equity result totaled R$641 million in 2012, with the adoption of IFRS 10 and IFRS 11, while in 2011 there was no equity result.

Operating Income

Operating income increased by 15.2%decreased R$5,038 million, or 87.5%, or R$759 million, from R$4,998 million in 2010 to R$5,757 million in 2011.2011 to R$719 million in 2012. This increasedecrease was mainlydue toto:

•      a reduction of R$1,895 million in gross profit;

      the R$2,023 million reclassification of our investments in Usiminas, as discussed above;

•      the positive impact of R$698 million in the first nine months of 2011 from the sale of CSN’s entire interest in Riversdale Mining LimitedLimited;

•      an increase of R$328 million in April 2011.sellingexpenses, aforementioned;

•      an increase of R$77 million with the adoption of IFRS 10 and IFRS 11.

Financial expenses (income), net

In 2011, ourOur net financial expenses increased by 5.0%R$145 million, or R$95 million,7.2%, from R$1,911 million in 2010 to RS$2,006 million in 2011 to RS$2,151 million in 2012, mainly due toan increase of R$159 million from IFRS 10 and IFRS 11. Excluding the following items:effect of these amendments, there was a decrease of R$14 million mainly due to:

·        Interestan interest income increased by 11.5%decrease of R$301 million, or 41.9%, or R$74 million, from R$643 million in 2010 to R$717 million in 2011 mainlyto R$416 million in 2012 due to the increasea reduction of R$145301 million in returns on financial investments, due to the increases in cash and cash equivalents.  This decrease was partially offset by the decrease of R$46 million in other financial income;investments;

·        Interestan interest expense increased by 31.1%decrease of R$289 million, or 10.0%, or R$684 million, from R$2,200 million in 2010 to R$2,884 million in 2011 to R$2,595 million in 2012 mainly due to the increasedecrease of R$82848 million in interestsinterest on loans and financing, partially offset by an increasethe decrease of R$138105 million in capitalized interest;the

·Foreign exchangemonetary restatement of tax payment installments and monetary variation net, including operations with derivatives, moved  from a lossexpenses of R$354 million in 2010 to a gain of R$16177 million in 2011 mainly resulting fromrelating to the depreciationREFIS


table of thereal against the U.S. dollar. This depreciation affects:contents

oOur U.S. dollar-denominated gross debt;

oOur U.S. dollar-denominated cash and cash equivalents; and

oOur trade accounts receivable and payable account receivables.

Income Taxes

We recorded an expensea gain for income tax and social contribution of R$952 million in 2012, as compared to an expense of R$84 million in 2011. The R$1,036 million gain was mainly due to:

·A positive effect of R$82 million due to the adoption of IFRS 10 and IFRS 11;

·A gain of R$954 million in income tax and social contribution due to a gain of R$870 million in 2012 and an expense of R$84 million in 2011, as compared to R$571 million in 2010.  explained bellow:

Expressed as a percentage of pre-tax income, income tax expense decreasedmoved from 18.5% in 2010 to 2.2% in 2011.2011 to -64.4% in 2012. Income tax expense in Brazil refers to federal income tax and social contribution tax. The statutory rates for these taxes applicable to the periods presented herein were 25% for federal income tax and 9% for the social contribution. Therefore, the balances owed for these periods totaled a gain of R$459 million in 2012 and an expense of R$1,275 million in 2011 and R$1,050 million in 2010 (34% of income before taxes and equity in affiliated companies). Adjustments are made to these rates in order to reach the actual tax expense for the years.

For the year ended December 31, 2012, adjustments totaled R$410 million and were comprised of:

·a R$386 million adjustment related to equity income of subsidiaries at different rates or which are not taxable, which increased tax gains;

·a R$39 million adjustment related to non taxable income from the REFIS which increased tax gains;

·R$43 million related to tax loss and negative basis without constituted deferred tax, which decreased tax gains;

·a R$26 million effect related to other permanent additions, which increased tax gains; and

·a R$2 million effect related to tax incentives, which increased tax gains.

For the year ended December 31, 2011, adjustments totaled R$1,190 million and were comprised of:

·        a R$1,279 million adjustment related to equity income of subsidiaries at different rates or which are not taxable, which decreased tax expenses;

·        tax incentives that represented a net tax adjustment of R$73 million, which decreased tax expenses;

·        tax incentives of R$44 million, which decreased tax expenses;

·        a R$16 million adjustment related to non taxable income from the Federal Tax Repayment Program, or REFIS which increased tax expenses; and

·        Anan adjustment of R$190 million related to the sale of non-deductible securities, which increased tax expenses.

For the year ended December 31, 2010, adjustments totaled R$478 million and were comprised of:

·a R$121 million benefit from interest on stockholders’ equity; 


Table of Contents

·a R$217 million adjustment related to equity income of subsidiaries at different rates or which are not taxable, which decreased tax expenses;

·tax incentives that represented a net tax adjustment of R$34 million, which decreased tax expenses; and

·a R$106 million benefit related to non taxable income from the Federal Tax Repayment Program, or REFIS, adjustments.

It is not possible to predict the future adjustments to the federal income tax and social contribution at statutory rates, as they depend on interest on stockholder’s equity, tax incentives, non-taxable factors including income from offshore operations, and tax losses from offshore operations, especially when expressed as a percentage of income.

Net Income (Loss)

In 2011,2012, we had a net loss of R$481 million, as compared to a net income of R$3,667 million a 45.7% increase as compared to 2010. The improved results werein 2011, mainly due to the impairment of the investment in Usiminas’ shares, which had an impact of R$6981,335 million fromon the saleincome statement.


table of CSN’s entire interest in Riversdale Mining Limited in April 2011.contents

Year 2010 Compared to Year 2009

In addition to the consolidated figures reported above, the Company reports its integrated operations in five business segments:  steel, mining, cement, logistics (including Port and Railway) and energy. The operating results of each segment are disclosed separately.  The information on CSN’s five business segments is derived from the accounting data, together with allocations and the apportionment of costs among the segments.

Our consolidated results for the years ended December 31, 2010 and 2009 by business segment are presented below:

R$ million

 

 

Logistics

 

 

 

Year Ended December 31, 2010

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

9,926

3,615

119

838

202

114

(364)

14,451

Domestic Market

8,763

574

119

838

202

114

(364)

10,247

Export Market

1,163

3,041

 

 

 

 

 

4,204

Cost of goods sold

(6,226)

(1,252)

(70)

(522)

(164)

(42)

393

(7,883)

Gross profit

3,700

2,363

49

317

38

72

29

6,568

Adjusted EBITDA

3,776

2,439

38

349

9

69

(325)

6,355

R$ million

 

 

Logistics

 

 

 

Year Ended December 31, 2009

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

8,201

1,964

144

823

60

117

(330)

10,978

Domestic Market

7,046

247

144

823

60

117

(330)

8,107

Export Market

1,156

1,716

 

 

 

 

 

2,872

Cost of goods sold

(5,692)

(1,248)

(76)

(464)

(61)

(43)

373

(7,211)

Gross profit

2,509

716

69

358

(1)

73

43

3,768

Adjusted EBITDA

2,623

811

65

410

(8)

74

(353)

3,621

Net Operating Revenues

Net operating revenues were R$14,451 million in 2010, an increase of R$3,473 million, or 31.6%, from R$10,978 million recorded in 2009, mainly due to the increase in steel and mining revenues, segments that represent more than 90% of our total net revenues.

Net domestic revenues increased 26.4%, from R$8,107 million in 2009 to R$10,247 million in 2010, while total net export revenues increased 46.4%, from R$2,872 million in 2009 to R$4,204 million in 2010.


Table of Contents

Steel

Steel net operating revenues increased R$1,725 million, or 21.0%, from R$8,201 million in 2009 to R$9,926 million in 2010, mainly due to the 16.7% increase in steel sales volume from 4,110 million tons in 2009 to 4,796 million tons in 2010 and to the increase of 5.0% in the steel average prices.

Steel net domestic revenues increased 24.4%, from R$7,046 million in 2009 to R$8,763 million in 2010, due to the increase of 27.5% in domestic sales volume from 3,243 million in 2009 to 4,135 million in 2010, given the increase in demand.

Steel net export revenues increased 0.6%, from R$1,156 million in 2009 to R$1,163 million in 2010.

Mining

Mining net operating revenues increased R$1,651 million, or 84.1%, from R$1,964 million in 2009 to R$3,615 million in 2010 primarily due to higher international prices and the increase in sales volume.

Mining net domestic revenues increased R$327 million, or 132.4%, mainly due to the increase of 113.2% in domestic sales volume from 713 million tons in 2009 to 1,520 million in 2010, given the increase in demand.

Mining net export revenues increased R$1,325 million, or 77.2%, from R$1,716 million in 2009 to R$3,041 million in 2010, primarily due to the increase in international iron ore prices driven by the strong demand, mainly from China.

Logistics

Total logistics net operating revenues in 2010 achieved R$957 million, a reduction of 1.0% as compared with the net logistics operating revenues of R$967 million reported in 2009. In 2010, net revenue from railway logistics totaled R$838 million and net revenue from port logistics amounted to R$119 million, while in 2009, net revenue from railway logistics totaled R$823 million and net revenue from port logistics amounted to R$144 million.

Cement

In May 2009, we began producing cement in our new plant in Volta Redonda, adjacent to the Presidente Vargas Steelworks, adding value to the slag generated during steel production.

As we operated the plant during the whole year, in 2010 we increased significantly the sales of cement, reaching 992 thousand tons, a 193.5% increase over 2009.  This increase in sales does not consider the full operation of our cement segment, which is in process of growth.

As a consequence, in 2010, net revenue from cement segment totaled R$202 million, an increase of 236.7% from 2009 net revenue of R$60 million.

Energy

In 2010 our net operating revenues from the energy segment totaled R$114 million, a decrease of R$3 million as compared with the net operating revenues of R$117 million reported in 2009 in this segment.

Cost of Products Sold

In 2010, consolidated cost of products sold amounted to R$7,883 million, representing a 9.3% increase as compared to R$7,211 million recorded in 2009.

Steel

Consolidated steel costs were R$6,266 million in 2010, representing a 9.4% increase as compared to the R$5,693 million recorded in 2009, mainly as a result of higher sales, partially offset by the greater dilution of fixed costs.


Table of Contents

Other than the sale of excess inventories from time to time and the purchase by our subsidiaries of semi-finished products from third parties for further processing, our cost of products sold is equivalent to our steel production cost.

The following table sets forth our steel production costs, the production costs per ton of steel and the portion of production costs attributable to the primary components of our costs of production.  With the exception of coal and coke, which we import, and some metals (such as aluminum, zinc and tin) with domestic prices linked to international prices, our costs of production are mostly denominated inreais

R$ million  2010   2009  
Raw Materials R$ million R$ / ton % R$ million R$ / ton % 
Iron Ore 239 47.0 4.3% 221 50.6 4.9% 
Coal 1,239 243.7 22.1% 1,042 238.7 22.9% 
Coke 382 75.1 6.8% 378 86.6 8.3% 
Metals 244 48.0 4.3% 174 39.9 3.8% 
Outsourced Slabs and Hot Coils 272 53.5 4.9% 62 14.2 1.4% 
Pellets 169 33.2 3.0% 59 13.5 1.3% 
Scrap 64 12.6 1.1% 100 22.9 2.2% 
Other (1) 274 53.9 4.9% 201 46.0 4.4% 
(1) Include limestone and dolomite       
Energy / Fuel 561 110.3 10.1% 436 99.9 9.6% 
Labor 570 112.1 10.2% 468 107.2 10.3% 
Services and Maintenance 743 146.1 13.3% 657 150.5 14.4% 
Tools and Supplies 269 52.9 4.8% 221 50.6 4.9% 
Depreciation 489 96.2 8.7% 417 95.5 9.2% 
Other 59 16.5 1.5% 120 27.5 2.6% 
       
Total Steel Cost Production 5,574 1,101.3 100.0% 4,556 1,043.5 100.0% 

In 2010, our steel production costs were R$5,574 million, a 22.3% or R$1,018 million increase from R$4,556 million reported in 2009.

We are self-sufficient in almost all the raw materials used in the steel production.  The principal raw materials we use in our integrated steel mill include iron ore, coke, coal (from which we produce most of our coke necessities), limestone, dolomite, aluminum, tin and zinc.  In addition, our production operations consume water, gases, electricity and ancillary materials.

We obtain all of our iron ore requirements from our Casa de Pedra mine located in the State of Minas Gerais, and the limestone and dolomite from our Bocaina mine in the city of Arcos, in the State of Minas Gerais.

The coal and coke we consume are acquired from different international producers “See Item Raw Materials and Suppliers”. During 2010, given the higher global demand for steel products, there was an increase in the consumption and in the prices of some commodities used for steelmaking.

Our coal costs increased 18.9%, from R$1,042 million in 2009 to R$1,239 million in 2010, corresponding to 22.1% of our steel production cost, given the increase in consumption and higher average prices.

Production cost increased also due to the higher consumption of hot-rolled coils acquired from third parties in 2010.  Those costs increased 338.7%, from R$62 million in 2009 to R$272 million in 2010 due to the acquisition, by the company, of semi-finished products from third-parties, to face the strong steel demand after the global economic crisis. This increase in steel demand was mainly noticed in the 1st half of 2010, as compared to the same period of 2009, when the world was in the middle of the economic crisis.

The costs of metals such as aluminum, zinc and tin also increased from R$174 million in 2009 to R$244 million in 2010, given the increase in consumption and higher prices.


Table of Contents

Other raw materials include pellets and scrap purchased in the market.

Mining

Our mining costs totaled R$1.252 million in 2010, an increase of 0.4% as compared with the R$1.248 million reported in 2009, due to the 6.2% increase in sales volume.

Logistics

In 2010, cost of services attributable to our logistics segment totaled R$592 million, representing a 9.6% (or R$52 million) increase as compared to the R$540 million reported in 2009, mainly due to the increase in the cost of services of our railway logistics, which totaled R$522 million in 2010, a 12.5% increase (or R$58 million) from the R$464 million reported in 2009. The railway logistics represented 88% of the total logistics costs in 2010 and 86% of the total logistics costs in 2009.

On the other hand, cost of services from port logistics totaled R$70 million, a 7.9% decrease from the R$76 million reported in 2009.

Cement

Cost of products sold attributable to our cement segment achieved R$164 million in 2010, R$103 million, or 168.8%, more than the R$61 million reported in 2009, due to increase in sales, as described above.

Energy

In 2010, cost of products sold attributable to our energy segment was R$42 million, in line with the R$43 million reported in 2009.

Gross Profit

Gross profit increased R$2,800 million, or 74.3%, from R$3,768 million in 2009 to R$6,568 million in 2010, due to the increase of R$3,473 million in net operating revenues and the increase of R$672 million in cost of products sold.

Steel

Gross profit in the steel segment increased R$1,191 million, or 47.5%, from R$2,509 million in 2009 to R$3,700 million in 2010, due to the increase of R$1,725 million in steel net revenues, driven by the increase in sales volume and in steel average prices, partially offset by the increase of R$533 million in the cost of steel products sold.

Mining

Our gross profit in the mining segment increased R$1,647 million, or 230.1% from R$716 million in 2009 to R$2,363 million in 2010, mainly due to the increase of R$1,651 million in mining net operating revenues due to higher international prices and the increase in sales volume.

Logistics

Gross profit in the logistics segment decreased 14.3% in 2010, from R$427 million in 2009 to R$366 million in 2010, due to the decrease of 1.0% in net revenues and the increase of 9.6% in the cost of products sold.

Cement

Gross profit in the cement segment increased R$39 million, from a negative result of R$1 million in 2009 to a positive result of R$38 million in 2010, due to the increase of 236.7% in net revenues, partially offset by a  168.8% increase in the cost of products sold.


Table of Contents

Energy

The energy segment reported in 2010 a gross profit of R$72 million, in line with the R$73 million reported in 2009.

Selling, General and Administrative Expenses

In 2010, we recorded selling, general and administrative expenses of R$1,019 million, a 9.9% increase from 2009.

Selling expenses increased 7.8%, from R$447 million in 2009 to R$482 million in 2010.

General and administrative expenses increased 12%, from R$480 million in 2009 to R$537 million in 2010.

Other operating  income (Expenses)

In 2010, we recorded a net other expense of R$551 million in the “Other Revenue and Expenses” line-item, as compared to a net revenue of R$721 million in 2009.  The R$1,272 million reduction was principally due to the positive non-recurring effects in 2009 of the reverse merger of Big Jump Energy Participações SA by our investee Namisa in the amount of R$835 million and our adherence of to the REFIS tax repayment program in the amount of R$505 million.

Operating Income

Operating income increased by 40.3%, or R$1,437 million, from R$3,561 million in 2009 to R$4,998 million in 2010.  This increase was mainly due to the R$3,473 million increase in net revenues, offset by the reduction on cost of product sold in the amount of R$665 million and the R$1,272 million reduction in the “Other Revenue and Expenses” line, principally due to the positive non-recurring effects in 2009 of the reverse merger of Big Jump Energy Participações SA by our investee Namisa in the amount of R$835 million and our adherence of to the REFIS tax repayment program in the amount of R$505 million.

Financial expenses (income), net

In 2010, our net financial expenses increased by 676.8%, or R$1,665 million, from R$246 million in 2009 to RS$1,911 million in 2010, mainly due to the following items:

·Interest income increased by 10%, or R$57 million, from R$586 million in 2009 to RS$643 million in 2010 mainly due to the increase of R$118 million in returns on financial investments, due to the increases in cash and cash equivalents.  This decrease was partially offset by the decrease of R$58 million in other financial income;

·Interest expense increased by 16.3%, or R$308 million, from R$1,892 million in 2009 to RS$2,200 million in 2010 mainly due to the increase of R$514 million in interests on loans and financing in local currency and the increase of R$43 million in interests on loans and financing in foreign currency.  This was partially offset by the increase of R$130 million in capitalized interests and the decrease of R$125 million in losses from derivatives instruments;

·Foreign exchange and monetary variation net, including operations with derivatives moved from a gain of R$1,060 million in 2009 to a loss of R$354 million in 2010 mainly affected by appreciation of thereal against the U.S. dollar. This appreciation affects:

oOur U.S. dollar-denominated gross debt;

oOur U.S. dollar-denominated cash and cash equivalents; and

oOur trade accounts receivable and payable.


Table of Contents

Income Taxes

We recorded an expense for income tax and social contribution of R$571 million in 2010, as compared to R$700 million in 2009.  Expressed as a percentage of pre-tax income, income tax expense decreased from 21.1% in 2009 to 18.5% in 2010. Income tax expense in Brazil refers to the collection of federal income tax and social contribution tax.  The statutory rates for these taxes applicable to the periods presented herein were 25% for federal income tax and 9% for the social contribution. Therefore, the balances owed for these periods totaled R$1,050 million in 2010 and R$1,127 million in 2009 (34% of income before taxes and equity in affiliated companies).  Adjustments are made to these rates in order to reach the actual tax expense for the years.

For the year ended December 31, 2010, adjustments totaled R$479 million and were comprised of:

·a R$121 million benefit from interest on stockholders’ equity; 

·a R$216 million adjustment related to equity income of subsidiaries at different rates or which are not taxable;

·tax incentives that represented a net tax adjustment of R$34 million;

·a R$106 million benefit related to non taxable income from the Federal Tax Repayment Program, or REFIS, adjustments;

For the year ended December 31, 2009, adjustments totaled R$427 million and were comprised of:

·a R$109 million benefit from interest on stockholders’ equity; 

·a R$169 million benefit related to equity income of subsidiaries at different rates or which are not taxable; 

·tax incentives that represented a net tax adjustment of R$12 million;

·a R$252 million benefit related to non taxable income from the Federal Tax Repayment Program, or REFIS, adjustments; and

·These increases were offset by other permanent exclusions in the amount of R$115 million,  mainly by the constitution of deferred income tax on the tax loss carryfowards of the subsidiary Prada.   

It is not possible to predict the future adjustments to the federal income tax and social contribution at statutory rates, as they depend on interest on stockholder’s equity, non-taxable factors including income from offshore operations, and tax losses from offshore operations, especially when expressed as a percentage of income.

Net Income

       In 2010, we had net income of R$2,516 million, a 4% decrease from 2009. The improved results in steel and mining segments were offset by the increase in other operating expenses due to non-recurring gains recorded in 2009 and the increase in financial expenses in 2010.

Adjusted EBITDA

AdjustedThe Company uses adjusted EBITDA to measure the performance of its various segments and the capacity to generate recurring operating cash. It comprises net income before thenet financial result, income and social contribution taxes, depreciation and amortization, share of profit (losses) of investees, proportional EBITDA of jointly controlled companies and other operating revenueincome (expenses), the latter item being excluded due. However, although it is used to its non-recurring nature.Our management usesmeasure segment results, adjusted EBITDA asis not a meansmeasure recognized by Brazilian accounting practices or International Financial Reporting Standards (IFRS), has no standard definition and therefore should not be compared to similar indicators adopted by other companies. As required by IFRS 8, the table below shows the reconciliation of measuring the recurring generation capacity of operating cash, allowingadjusted EBITDA with the net income (loss) for comparison criteria with other companies.the year.


Table of Contents

R$ Million

 

2011

 

2010

 

2009

 

2013

 

2012

 

2011

Profit/(Loss) for the year

 

534

 

(481)

 

3,667

Depreciation and amortization

 

1,094

 

1,086

 

929

Income tax and social contribution

 

74

 

(952)

 

84

Net financial result

 

2,512

 

2,151

 

2,006

EBITDA

 

4,214

 

1,804

 

6,686

Other operating income (expenses)

 

568

 

2,651

 

(218)

Share of profit (losses) of investees

 

(158)

 

(641)

 

-

Proportional EBITDA of Jointly Controlled investees

 

781

 

718

 

-

Adjusted EBITDA

 

6,468

 

6,355

 

3,621

 

5,404

 

4,532

 

6,468

Depreciation

 

(929)

 

(806)

 

(780)

Other operating income (expenses)

 

218

 

(551)

 

721

Finance income (expenses)

 

(2,006)

 

(1,911)

 

(246)

Pretax income

 

3,751

 

3,087

 

3,315

Income tax and social contribution

 

(84)

 

(571)

 

(700)

Profit for the year

 

3,667

 

2,516

 

2,615

 

Adjusted EBITDA totaledincreased R$6,468872 million, or 19.2%, from R$4,532 million in 2011, an increase of 1.8% or R$113 million as compared2012 to R$6,3555,404 million in 2010,2013, due to the increase in sales and average prices of iron ore partially offset byand of steel.

Adjusted EBITDA decreased R$1,936 million, or 29.9%, from R$6,468 million in 2011 to R$4,532 million in 2012, due to the decrease in sales and average prices of iron ore and higher costs of goods sold and lower steel prices.sold.

Adjusted EBITDA totaled R$6,355 million in 2010, an increase of 75.5% or R$2,735 million as compared to R$3,621 million in 2009, due to the increase in steel and mining results.

5B. Liquidity and Capital Resources

Overview

Our main uses of funds are for capital expenditures, repayment of debt and dividend payments. We have historically met these requirements by using cash generated from operating activities and through the issuance of short- and long-term debt instruments. We expect to meet our cash needs for 20122014 primarily through a combination of operating cash flow, cash and cash equivalents on hand and newly issued long-term debt instruments.

In addition, from time to time, we review acquisition and investment opportunities and will, if a suitable opportunity arises, make selected acquisitions and investments to implement our business strategy. We generally make investments directly or through subsidiaries, joint ventures or affiliated companies, and fund these investments through internally generated funds, the issuance of debt, or a combination of such methods.

Sources of Funds and Working Capital

Year 2013 Compared to Year 2012

Cash Flows

Our freeCash and cash flow asequivalents decreased by R$1,896 million in 2013, compared to a decrease of December 31, 2011 and 2010 totaled R$5,1781,549 million and R$2,268 million, respectively.in 2012.


table of contents

Operating Activities

  Cash provided fromby operations was R$4,2022,198 million and R$2,5172,529 million, in 20112013 and 20102012, respectively. The R$1,685331 million increase in cash flow from operating activities in 2011 as compared to 2010decrease was mainly due to an increasethe decrease of R$1,17162 million in net income adjusted for items that do not impact cash effect and a higher need in the amount of R$269 million in working capital management, as explained below:

-Decrease of R$1,568 million in trade payables mainly due to decrease of 36 days in the supplier payment period, from 62 days in 2012 to 26 days in 2013, and also due to the completion of long steel plant in Volta Redonda, which generated greater settlement of supplier invoices;

This decrease was partially offset by:

-Increase of R$514572 million due the decision to participate in REFIS, law n°11,941/09 and law n°12,865/13;

-Increase of R$314 million in our working capital allocatedrecoverable taxes;

-Decrease of R$94 million in inventories mainly due to our business.better inventory management. In 2013 the average inventory turnover period fell by 14 days (from 78 days on December 31, 2012 to 64 days on December 31, 2013);

-Decrease of R$71 million in interest paid in loans.

Investing Activities

We used cash in our investing activities in the total amount of R$5,2752,246 million in 20112013 and R$4,6363,102 million in 2010.2012. The increasedecrease of R$639856 million in 2011 as compared to 2010 cash used in investing activitieswas mainly due to:

·A R$360 million increase in cash from certain derivative financial instrument contracts, especially from the release of funds deposited in margin accounts;

· AR$246 million reduction of investments in fixed assets;

·A R$301 million decrease in investing activities from 2012 to an increase2013 due to the acquisition of fixed assets to supply the projects, mainly related to: (i) the Casa de Pedra expansion; (ii) the expansion of the Port of Itaguai; (iii) the construction of the long steel millSWT in the city of Volta Redonda (State of Rio de Janeiro) and (iv) the extension of Transnordestina railroad.


Table of Contents

2012;

Financing Activities

Cash provided byused in financing activities was R$4,7411,881 million in 2013 compared to R$856 million in 2012. This R$1,025 million increase was mainly due to:

·a decrease of R$505 million in amortizations of borrowings and financings; and

·an increase of R$803 million in financing activities regarding the acquisition of SWT in 2012.

These effects were partially offset by:

·a decrease of R$1,823 million in proceeds from borrowings and financings; and

·an increase in R$461 million in dividends and interest on capital paid.

Year 2012 Compared to Year 2011

Cash Flows

Cash and cash equivalents decreased by R$3,526 million in 2012, compared to an increase of R$5,178 million in 2011.


table of contents

Operating Activities

  Cash provided by operations was R$2,529 million and R$4,202 million, in 2012 and 2011, respectively. The R$1,673 million reduction was given a decrease of R$959 million from the adoption of IFRS 10 and IFRS 11 and a decrease of R$714 million mainly due to the reduction of 28.2% in gross profit driven by significant increases in production costs, partially offset by better working capital management, as explained below:

-  Increase in trade receivables driven by the higher steel sales volume to domestic and foreign markets in 2012.

-  Reduction in inventories mainly due to better inventory management. In 2012 the average inventory turnover period fell by 27 days (from 103 days on December 31, 2011 to 76 days on December 31, 2012).

-  Increase in trade payables due to better payment management, reflected in a nine-day increase in accounts payable turnover ratio (from 46 days in 2011 to 55 days in 2012).

-   Decrease in interest paid on swap transactions of R$310 million, mainly due to higher swap transaction settlements in 2011, and the appreciation of our foreign exchange swaps positions, also in 2011. This decrease was partially offset by the increase in interest paid on loans and financing of R$4,616152 million, mainly due to the depreciation of the real against the U.S. dollar, resulting in an increase in interest payments for our U.S. dollar denominated loans and financing.

Investing Activities

We used cash in our investing activities in the total amount of R$3,102 million in 2010.2012 and R$5,275 million in 2011. The decrease of R$1252,173 millionwas mainly a result of a decrease of R$1,257 million increase in investments in fixed assets in our main projects and theR$438 million decrease from the impact of the IFRS 10 and IFRS 11.

Financing Activities

Cash used in financing activities was R$856 million in 2012 compared to cash provided by financing activities of R$4,741 million in 2011, as compared to 2010,2011. This R$5,597 million difference was mainly due to to:

·a decrease of R$1,2384,102 million in proceeds from borrowings and financings;

·an increase of R$1,055 million in amortizations almostof borrowings and financings; and

·R$803 million in amortization of financings of SWT.

·R$107 million increasefrom the impact of the IFRS 10 and IFRS 11.

These effects were partially offset by a decrease of R$931657 million in issuances and an increase of R$296 millionin payments of dividends and interest on equity.equity payments.

Trade Accounts Receivable Turnover Ratio

Our receivable turnover ratio (the ratio between trade accounts receivable and net operating revenues), expressed in days of sales increaseddecreased to 2930 days on December 31, 20112013 from 2632 days on December 31, 2010.2012.

Days Sales in Inventory

Our days sales in inventory (obtained by dividing inventories by annualized cost of products sold), expressed in days of cost of products sold decreased to 10364days in 2013 from 78 days in 2011, from 118 days in 2010.2012.

Trade Accounts Payable Turnover Ratio

The accounts payable turnover ratio (obtained by dividing trade accounts payable by annualized cost of products sold), expressed in days of cost of products sold, increaseddecreased to 4626 days on December 31, 20112013 from 3062 days on December 31, 2010.2012.


table of contents

Liquidity Management

Given the capital intensive and cyclical nature of our industry, and the generally volatile economic environment in certain emerging markets, we have retained a substantial amount of cash on hand to run our operations, to satisfy our financial obligations, and to be prepared for potential investment opportunities. As of December 31, 2011,2013, cash and cash equivalent totaled R$15,4179,996 million.

We were also taking advantage of the current liquidity conditions to extend the maturity profile of our debt. These activities are unrelated to the management of any interest rate, inflation and/or foreign exchange risk exposure. Given the lack of a liquid secondary market for our short term debt instruments, we have accumulated cash instead of prepaying our debt prior to final maturity.maturity. As of December 31, 2011,2013, short-term and long-term indebtedness accounted for 9.69%9.6% and 90.31%90.4%, respectively, of our total debt, and the average life of our existing debt was equivalent to approximately 87 years, considering a 40 year term for the perpetual bonds issued in September 2010.

Capital Expenditures and Investments

In 2011, our capital expenditures were2013, we invested a total of R$4,401 2,827 million, R$954 million of which was allocated as follows: jointly controlled investees TLSA: R$1,691667 million; MRS Logística: R$247 million; and Namisa: R$40 million.

The remaining R$1,873 million was used inexpended on: construction of a brownfield long steel mill at the Volta Redonda site: R$351 million; expansion of the Transnordestina railroad,Itaguaí Port (TECAR): R$549 million in maintenance and repairs, R$251 million in108 million; expansion of the Casa de Pedra minemine: R$172 million; expansion R$238 million in projects relating to the Itaguaí Port expansion and R$216 million in the construction of our long steel plantclinker plant: R$209 million; and current investments: R$ 1,033 million. For further information, see “Item 5B. Liquidity and Capital Resources-Short-Term Debt and Short-Term Investments.”

In 2013, we continued to implement our strategy of developing downstream opportunities and projects based on synergies, new product lines and market niches by creating or expanding current capacity of services centers, as described in Volta Redonda.“Item 4B. Business Overview—Facilities.”

We expect to meet our liquidity requirements from cash generated from operations, and, if needed, the issuance of debt securities. For details on our Planned Investments see “Item 4D. Property, Plant and Equipment – Equipment—Capital Expenditures – Expenditures—Planned Investments”.Investments.”

Company Debt and Derivative Instruments

At December 31, 20112013 and 2010,2012, total debt (composed of current portionand non-current portions of long-term debt, accrued finance charges, long-term debtborrowings and debentures)financings) summed R$28,06727,864 million and R$20,20629,438 million, respectively, equal to 333%345% and 258%327% of the stockholders’ equity at December 31, 20112013 and 2010,2012, respectively. At December 31, 2011,2013, our short-term debt (composed of current borrowings and financings, which includes current portion of long-term debt including accrued finance charges and debentures)debt) totaled R$2,7352,674 million and our long-term debt (composed of long-term debtnon-current borrowings and debentures)financings) totaled R$25,33225,190 million. The foregoing amounts do not include debt of others for which we are contingently liable. See “Item 5E. Off-Balance Sheet Arrangements.”


Table of Contents

At December 31, 2011,2013, approximately 64%60% of our debt was denominated inreais and substantially all of the remaining balance was denominated in U.S. dollars.

Our current policy is to protect ourselves against foreign exchange losses and interest rate losses on our debt and currently our exposure is protected through foreign exchange derivative products, including futures and swapsFor a description of our derivative instruments, see Note 1713.IV to our consolidated financial statements contained in “Item 18. Financial Statements.” Also see “Item 5A. Operating Results—Results of Operations—Year 20112012 Compared to Year 2010”2011”.


table of contents

The major components of R$2,7352,674 million of our consolidated current portion of short-term debt outstanding at December 31, 20112013 were:

Components

Average
interest rate

Total

(in million of R$)

Fixed rate notes

6.5% - 10.5%

119

BNDES/Finame

1.5% - 3.2%

456

Prepayment financing

1% - 7.5% and 104.8% - 109.5% CDI

1,067

Debentures

9.4% + IGPM and 1% + TJLP and 103.6% - 110.8% CDI

672

CCB

1.54% and 112.5% CDI

278

Others

3.3% - 8.0%

143

Total

2,735

Components

Average
interest rate

Total

(in million of R$)

Fixed rate notes

4.14 - 10%

157

BNDES/Finame

1.7% - 2.7% and TJLP +1.5% - 3.2% and Fixed 2.5% - 10%

110

Prepayment financing

1% - 3.50% and 106.5% - 110.79% and TJLP + 0.85%

 

415

Debentures

105.8%-110.8% CDI and TJLP + 0.85%

 

846

CCB

112.5% CDI

1,085

Perpetual bonds

7.00%

3

Others

1.40% - 8.00% + 1.2%

58

Total

 

2,674

 

The major components of R$25,33225,190 million of our consolidated long-term debt outstanding at December 31, 20112013 were (amounts are reflected in long-term debt):

Components

Average
interest rate

Total

(in million of R$)

Average
interest rate

Total

(in million of R$)

Debenture

9.4% + IGPM and 1% + TJLP and 103.6% - 110.8% CDI

2,822

Debentures

105.8%-110.8% CDI and TJLP + 0.85%

1,933

Fixed rate notes

6.5% - 10.5%

5,065

4.14 - 10%

5,505

BNDES/Finame

1.5% - 3.2%

1,781

1.7% - 2.7% and TJLP +1.5% - 3.2% and Fixed 2.5% - 10%

963

Perpetual bonds

7%

1,876

7.00%

2,343

Prepayment financing

1% - 7.5% and 104.8% - 109.5% CDI

6,378

1% - 3.50% and 106.5% - 110.79% and TJLP + 0.85%

7,788

CCB

112.5% CDI

7,200

112.5% CDI

6,200

Others

3.3% - 8.0%

210

1.40% - 8.00% + 1.2%

458

Total

 

25,332

 

25,190

 

The amount of interest paid in 20112013 was R$2,5062,381 million.

The local debenture is areal-denominated debt instrument, which includes:

(i)     Debentures issued in February 2006,July 2011, of R$6001,150 million six-year bearing interest at a rate of 103.6%105.8% of the CDI rate per annum. On February 1, 2012, the Company liquidated these debenturesannum and maturity in the amount of R$635,285 thousand (R$600,000 thousand principal amount and R$35,285 thousand in interest).2019.

(ii)      Debentures issued by our controlled company Transnordestina Logística S.A., which obtained approval by FDNE (Fundo de Desenvolvimento do Nordeste) on March 2010 for its First Private Emission of Debentures, convertible into shares, composed of eight series in total, with the overall amount of R$2,672,400. Until December 31, 2011, Transnordestina Logística S.A. had already issued 4 series in the total amount of R$1,493 million.

(iii)Debentures issued in July 2011,September 2012, of R$1,1501,565 million eight-year debenturescomprised of two series, one maturing in March 2015 and bearing interest at a rate of 110.8%105.8% of the CDI rate per annum, and one maturing in September 2015 and bearing interest at a rate of 106.0% of the CDI rate per annum.

Eurodollar and Euronotes issued in accordance with Rule 144A and Regulation S under the Securities Act reflect senior unsecured debt instruments issued by us and our offshore subsidiaries, including (i) the US$U.S.$300 million bonds, 10% per annum coupon, and the US$U.S.$300 million notes, 8.25% per annum coupon, issued in 1997 with final maturity in 2047; (ii) the issuance in December 2003 and January 2004 of US$U.S.$550 million notes, 9.75% per annum coupon with final maturity in 2013; (iii) the US$U.S.$400 million notes, 10% per annum coupon,issued in September 2004 and January 2005 with final maturity in 2015, and (iv) the US$U.S.$750 million notes, 6.875% per annum coupon, issued in September 2009 with maturity in 2019.


Table of Contents

In July 2010, we issued US$U.S.$1 billion notes, 6.50% per annum coupon and maturity date in July 2020, and in September 2010 we issued a US$U.S.$1 billion Perpetual Bond, 7% per annum coupon.

Pre-export agreements include the two series of the export receivables securitization program. The series issued in June 2004, in the amount of US$59 million as of December 31, 2010, with maturity date on May 2012 and bearing interest at a rate of 7.43% per annum; and the series issued in June 2005, in the amount of US$160 million as of December 31, 2010, with maturity in May 2015 and bearing interest at 6.15% per annum. In December 2011, we liquidated in advance its export receivables securitization program, in the amount of R$313,842 (R$283,857 thousand principal amount, R$2,373 in interest and R$27,612 in premium paid to creditors for the payment in advance).

We issued export credit notes, or NCEs: (i) on April 11, 2008, in the amount of R$100 million in favor of Banco do Brasil S.A., due 2013; (ii) on September 30, 2009, in the amount of R$1.0 billion, in favor of Banco do Brasil S.A., due 2014; (iii) on September 30, 2009, in the amount of R$300 million, in favor of Banco do Brasil S.A., due 2014; (iv) on May 21, 2010 in the amount of R$2.0 billion, in favor of Banco do Brasil S.A., through our subsidiary Congonhas Minérios S.A., due 2018. In April 2011, we issued another NCE, in the amount of R$1.5 billion; in favor of Banco do Brasil S.A., due to 2019.

We contracted credit facilities from Caixa Econômica Federal (CEF), under its special credit for large companies, in the form of a bank credit bill, or CCB: (i) on August 18, 2009, in the amount of R$2.0 billion and tobe amortized in 36 months; (ii) on February 9, 2010, in the amount of R$1.0 billion and to be amortized in 36 months. In 2011, we contracted two more CCBs: (i) in February 2011, in the amount of R$2.0 billion and to be amortized in 94 months; and (ii) in August 2011, in the amount of R$2.2 billion and to be amortized in 108 months.


table of contents

In January 2012, we priced, through our wholly-owned subsidiary CSN Resources S.A., an additional bond issuance in the amount of US$U.S.$200 million, through the reopening of the US$U.S.$1 billion bonds, at an interest rate of 6.5% p.a., due in July 2020. The offering price was 106.00% and yield was 5.6% p.a.

In January 2012, we secured financing contracted through our subsidiary CSN Steel S.L., in the amount of €120 million, to partially fund the acquisition of all shares held by the Alfonso Gallardo Group, S.L.U. (“Grupo Gallardo”) in the following companies: SWT and Gallardo Sections S.L.U.

In March 2012, we issued promissory notes in the total amount of R$800 million.

In September 2012, the Company liquidated these promissory notes, paying the principal amount of R$800 million and R$33,277 in interest.

  In December 2013, the Company redeemed all the Guaranteed Bonds issued in 2003, through its wholly-owned subsidiary CSN Islands VIII Corp., guaranteed by CSN, at a rate of 9.75% per year, amounting to U.S.$550 million (R$1,270.8 million) in principal and U.S.$27 million (R$62.3 million) in interest.

Maturity Profile

The following table sets forth the maturity profile of our long-term debt at December 31, 2011:2013:

Maturity in

 

Principal Amount  

 

Principal Amount  

 

(In millions of R$)

 

(In millions of R$)

2013

 

2,264

2014

 

1,934

2015

 

2,346

 

3,181

2016

 

2,444

 

3,210

2017

 

3,166

 

3,629

2018 and thereafter

 

11,302

2018

 

3,998

2019

 

3,814

2020 and thereafter

 

5,015

Perpetual bonds

 

1,876

 

2,343

Total

 

25,332

 

25,190

5C. Research & Development and Innovation

  In 2011,Aiming to meet new market demands and customer expectations, CSN invested R$42 millioninvests in Research & Development to developresearch and development of new products, and maintainnotably:

• Advanced dual phase steels of high resistance for automobile bodies that have increased in demand due to the companyINOVAR-AUTO program of the Brazilian Government;
• Galvanized steels for hot stamping press hardened steels, or PHS, increasing competitiveness in the vanguard of value-added products. CSN is committed to pursuing technological innovation, continuous improvement, systemic production processesdemanding automotive market; and the generation of attractive products to market.

        To meet the new demands and expectations of the market, CSN has been continuously investing in creating innovative projects aiming to surprise its clients with creative solutions involving products and services.  The attitude of innovation associated with the workshop to reengineer the supply chain with the main customers has beenone of the main lines of action carried out by CSN R&D’s team to maintain and consolidate its growing market share.


Table of Contents

        CSN, a leading company in Brazil in coated flat• Interstitial free, or IF, long steel products with high added value, has been continuously investing in improvements to its processes,for wire rod.

In 2013, we highlighted the consolidation of some products and services. In its activities, the management believes in developing new products and applications that meet current and future market needs to sustain a strong performance.

        A project that demonstrates the innovative and pioneering nature of CSN is therecent development of pre-painted steel, coated with Organo-Metallic film for application in fuel tanks in automobiles, replacing the post-painted tin coated steel and plastic tanks, with demand reaching a level of 500,000 tanks a year.  The project was based onsuch as a new formulation of hot-rolled steel substrate for GALVANEW® coating, continuously painted in CSN Paraná’s facilities, obtaining higher corrosion resistance, formability and weldability. Currently, CSN is working on improving the specification of the steel substrate in order to reduce the tank’s weight.

        Another project which is finding increasing acceptance in the market is CSN Extra Fino ® cold rolled steel “for new applications in white goods and steel furniture, developed in response to a worldwide trend.

        In the packaging segment, CSN has invested in consolidating a modern Center of Innovation that enables greater proximity to customers and bottlers presenting new concepts and design, in packages of 3 pieces cans expanded with innovative formats.

        Inconstruction industry, galvanized high strength steels for the automotive segment and steel sheets specially developed for the conceptbody of innovation, product development and new applicationsthe aerosol can. Besides this, preparatory work has been a priority. As an example, we can highlight the innovative and pioneering project of the reengineering of autobodies, with the aim of reducing weight and cost. Concerning the R&D for automotive applications, CSN continuously works on new products to fully meet the customers’ current and future demands, with Advanced High Strength Steels (AHSS), Ultra Low Carbon Steels (extra deep drawing quality), Bake-Hardening Steels, High Resistance Interstitial Free Steels (HSS-IF), High Strength and Low Alloy (HSLA), and Rephosphorized High Strength Steels.

        In the construction segment there was a significant consolidation and support of our customersunderway for the applicationpenetration into the long steel products market through the preparation of specifications to ensure our competitiveness in this new sector.

Also during the year, we maintained over 300 research and development, or R&D, projects in our portfolio of which about 60% focus on technological innovation. For 2014, we aim to consolidate the CSN pre-painted steelbrand in the manufactureLong


table of new construction systems for rapid assembly used extensively in the UPP’s - Police Units Pacifiercontents

Steel product sector, developing innovative products and PSUs - Emergency Care Units in the city of Rio de Janeiro. Another example of R&D in the construction segment is the new CSN GALVALUME FRAMING (CSN GLFRAMING®) which is a high strength steel coated with 55% Al-ZN alloy with high application potentialservices focused on light steel framing systems. Another highlight is the development of high strength steelsdifferentiated technical support to be used in the manufacture of silos for grain storage.our customers.

5D. Trend Information

Overview

Thepredictions outlook for the levelglobal economy is one of global economic activity continue pointing towards a reductionan increase in the pace of growth, for the major economies in 2012, accordingmainly due to the Central Bank.

In Europe,recovery of the economic slowdown anddeveloped nations, favored by the modest upturn in wages should keep inflation down, with the European Commission forecasting a decline to 2.1% in 2012. Furthermore, the World Bank believes GDP in the Eurozone will decline by 0.3% in 2012, pulled down by political uncertainties and the fiscal crisis in Eurozone countries.Economic activity in the United States has been pointing to a slow and moderate recovery.

For China, themonetary stimuli. The International Monetary Fund, or IMF, expects GDP growth of 9.0%3.7% this year and 3.9% in 2012. At2015, versus an estimated 3.0% in 2013.

For the European Union, the European Central Bank is forecasting a time when China’s trade surplus decreased from US$181.5 billion, or 3.1%growth of 1.1% in 2014 and 1.5% in 2015. In the United Kingdom, the UK Treasury expects a GDP growth of 2.6% in 2010,2014.

With regard to US$160 billion, or approximately 2%the United States, the Fed estimates GDP growth of GDP,between 2.8% and 3.2% in 2011,2014. Given the improved scenario, the FED announced a gradual reduction in the monetary stimuli as of January 2014, with low interest rates for a longer period due to uncertainties regarding the impact of the reduction in the stimuli on economic activity.

In China, the government is studyingexpects to continue its proactive fiscal policies and prudent monetary measures, although, such policies are supposed to boost domestic consumption.

be replaced for incentives to consumption going forward. The Chinese Government estimates a GDP growth of 7.5% in 2014.

With regards to Brazil, GDP growth is expected to reach 3.30%2.0% in 2012,2014, while the IPCA is expected to fall to 5.27%total 6.3%, according to the Central Bank’s FOCUS report.  COPOM indicates that there is a high possibility that the Selic will fall to a single digit in 2012, thanks to the reduction in inflation due to the higher-than-expected slowdown in Brazil’s economy in the second half of 2011 and the uncertainties surrounding Europe’s financial crisis. Nevertheless, positive indications come from the expected decline in the rate of default in 2012, fueled by the 14%increase in the minimum wage, reduced inflation, low unemployment, lower basic interest rates and reduced debt growth, according to Serasa Experian.

 


Table of Contents

Steel

According to the World Steel Association (WSA), global steel industry capacity utilization rate reached 72% in December 2011, although production capacity and global steel product consumption still remain highly unbalanced. The WSA, forecasts that world steel demand willis expected to increase by 5.4%3.3% in 2012, following the 14.0% growth2014, totaling 1.53 billion tons, with China accounting for 700 million tons.

The IABr estimates domestic sales of 23.7 million tons in apparent use of crude steel in 2011.

In view of Brazil’s expected economic growth in the coming years, the Brazil Steel Institute (IABr) forecasts crude steel production and2014, with apparent consumption will reach 37.5 and 26.7of 27.2 million tons, respectively, in 2012.tons.

Continuing with theour goal of diversifying and investing in the expected growth of the construction industry in the domestic market, we are constructing a new plant for production of long steel products was installed at Volta Redonda and started assisted operations in December 2013. We expect this plant withto achieve a production capacity set for supplying 500,000 t/year of 500 kta, including rebarsrebar and wire rods in our portfolio. In addition to this plant, we are studying the feasibility of building other long steel plants.rod when fully operational.

Mining

CRU forecastsThe Chinese government’s measures to restore liquidity and stimulate infrastructure helped push up demand for steel throughout the second half of 2013. Chinese annual iron ore imports increased by 11% over 2012, reaching 798 million tons. The global seaborne iron ore trade will reach 1.43market grew by 8% to 1.2 billion tons, by 2015, around 355 million tons higher than the level reached in 2011.

China published its 12th five-year plan, which defined a new series of measures to promote the country’s development, including government subsidies for home construction and the creation and development of small and midsized enterprises. China’s urbanization push is expected to continue driving iron ore consumption and imports in the coming years, especially given the delays in new expansion projects and the reduced Indian export base, which is expected to shrink further. In 2012, Chinese iron ore imports should increase by 7%, reaching the record volume of 733 million tons.

According to CRU, exports in Brazil show a tendency to increase until at least 2015, due to the current investments in the sector. By this time, exports should total approximately 440 million tons, an increase of 36% over current levels. For 2012, the forecast is for Brazil to export 348 million tons.record.

Considering this scenario, we expanded the capacity of TECAR to 45 million tons in 2013 and we plan to expand, in a first phase, the next years, we expect to achieve an important landmarkcapacity of iron ore production in our mining segment, with the expansion of the Casa de Pedra mine to reach a production capacity of 5040 million tons per year.  In addition, Namisa is also undergoing expansion projects, and is expected to achieve a sales level of 39 million tons per year, relying on concentration and pelletizing plants. To ensure the production outflow, we expect the Itaguaí Port to reach an 84 mtpy shipment capacity.

Cement

Prospects for the sector remain positive. The construction industry is expected to grow between 5% and 5.2% in 2012, according to the Getúlio Vargas Foundation (FGV), withABRAMAT estimates construction material domestic sales moving upgrowth of 4.5% in 2014 as compared to 2013, fueled by between 4%the maintenance of employment and 5%, according to ABRAMAT. With regards to cement sales for 2012, an increase of between 7% and 8% is forecasted.

With the start-up of our clinker plantincome policies and the useacceleration of slag generated byinfrastructure projects as ports and airports.


table of contents

In this scenario, we intend to expand our steel operation, we can gradually reduce costs, a critical element in the cement business.

Our goal is to achieve a production capacity of approximatelyfrom 2.4 million tons per year to 5.4 million tons per year. The additional 3.0 million tons will come from a plant that will be integrated with a grinding unit and clinker furnace in the coming years, to capture the strong growth expected for the construction sector, fueled by increased income and employment, incentives for homebuyers, the expansion of Brazil's infrastructure and the intensification of works related to the World Cup and the Olympic Games. For details onArcos, where we already operate a clinker furnace, using limestone from our Planned Investments see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”.own mine.


Table of Contents

5E. Off-Balance Sheet Arrangements

In addition to the debt that is reflected on our balance sheet, we are contingently liable for the off-balance concession payments related to the activities of TECON.and also for “take-or-pay” contractual obligations. The following table summarizes all of the off-balance sheet obligations for which we are contingently liable and which are not reflected under liabilities in our consolidated financial statements:

Contingent Liability with Respect to Consolidated and Non-Consolidated Entities as of December 31, 20112013

 

 

Aggregate Amount

 

Maturity  

 

 

(In million of R$)

 Guarantees of Debt:  

 

 

 

 

       Transnordestina 

 

1,368 

 

2012-2028 

 

 Contingent Liability for Concession Payments(1):  

 

 

 

 

       Sepetiba Tecon

 

310

 

2026

       Transnordestina

 

100

 

2027

       Solid Bulks Terminal - TECAR

 

1,362

 

2022

      MRS Logística S.A

 

1,145

 

2026

       Total  

 

2,917

 

 

 ”Take-or-Pay” Contractual Obligations  

 

 

 

 

       MRS Logística S.A. 

 

1,152 

 

2016 

       White Martins Gases Industriais Ltda.  

 

468 

 

2016 

       Companhia Estadual de Gás do Rio de Janeiro – CEG Rio 

 

280 

 

2012 

       Ferrovia Centro Atlântica – FCA 

 

351

 

2013 

       Vale S/A

 

470

 

           2014

       Companhia Paranaense de Gás - COMPAGÁS

 

173

 

           2024

       Companhia Paranaense de Energia - COPEL

 

70

 

           2024

ALL

 

4

 

2012

K&K Tecnologia

 

79

 

2023

Harsco Metals Ltda

 

75

 

2014

Siemens

 

51

 

2013

      

Total  

 

3,173

 

 

 

 

     

Total Contingent Liability with Respect to Consolidated and Non-consolidated Entities:

7,458

 

 

Aggregate Amount

 

Maturity  

 

 

(In million of R$)

 Guarantees of Debt:

 

 

 

 

Transnordestina (FTL + TLSA)

 

2,064 

 

2012-2028 

 

 Contingent Liability for Concession Payments(1):

 

 

 

 

Sepetiba Tecon

 

297

 

2026

FTL

 

98

 

2027

Solid Bulks Terminal - TECAR

 

1,672

 

2022

MRS Logística S.A

 

1,114

 

2026

Total  

 

3,181

 

 

 ”Take-or-Pay” Contractual Obligations  

 

 

 

 

MRS Logística S.A. 

 

2,421 

 

2026 

White Martins Gases Industriais Ltda.

 

286 

 

2016 

Companhia Estadual de Gás do Rio de Janeiro – CEG Rio

 

145 

 

2014

Ferrovia Centro Atlântica – FCA (2)

 

173

 

2020 

Vale S.A.

 

115

 

2014

Companhia Paranaense de Gás - COMPAGÁS

 

202

 

2024

Companhia Paranaense de Energia - COPEL

 

63

 

2021

K&K Tecnologia

 

73

 

2023

Harsco Metals Ltda

 

16

 

2014

Siemens

 

17

 

2013

Total  

 

3,510

 

 

 

 Total Contingent Liability with Respect to Consolidated and Non-consolidated Entities:

 

8,755

 

 

 

(1)Other consortia members are also jointly and severally liable for these payments.

(2)These contracts are under renegotiations.

 

Guarantees

We guarantee the loans that BNDES has granted to TransnordestinaTLSA in May and December 2005, and in January 2006, all of which mature by May 2028, adjusted based on the TJLP plus 1.5% per annum. The total outstanding amount of the debt as of December 31, 20112013 was R$1,3682,064 million.

Concessions

Sepetiba Tecon

We own 99.99% of Sepetiba Tecon S.A., or TECON, which holds a concession to operate, for a 25-year term (renewable for additional 25 years), the container terminal at the Itaguaí Port.Port, located in the State of Rio de Janeiro. As of December 31, 2011,2012, R$310297 million of the cost of the concession was outstanding and payable over the next 18remaining 14 years of the lease.concession. For more information see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”.


table of contents

Transnordestina and FTL

As of December 31, 2011, we held 70.91% of the capital stock of Transnordestina S.A., which has a 30-year concession grantedWe hold interest in 1998companies that have concessions to operate Brazil’sthe Northeastern railway system.  The Northeastern railway systemcovers 4,238 km of track andsystem, which operates in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.  It alsoNorte and connects with the region’s leading ports, thereby offering an important competitive advantage through opportunities for intermodal transportation solutions and made-to-measure logistics projects. Resolution No. 4,042/2013 issued by the ANTT authorized the partial spin-off of TLSA and, as a result, the Northeastern railway system is currently divided into the Railway System I, operated by FTL, and the Railway System II, operated by TLSA. TLSA in its final state assumed all the costs and expenses associated with the spin-off, totaling approximately R$8.7 million, including expenses of publications, auditors, appraisers, lawyers and other professionals.

On September 20, 2013 we entered into an investment agreement with our partners in TLSA, Valec Engenharia, Construções e Ferrovias S.A. and Fundo de Desenvolvimento do Nordeste – FDNE, two Brazilian federal government entities focused on infrastructure and the development of the northeastern region. Under this investment agreement we and our partners have agreed on a revised budget of R$7,5 billion to complete the construction of the Railway System II. Such investment agreement also provides for indicative terms and conditions, including amounts, under which BNDES, Banco do Nordeste Brasileiro – BNB and certain Brazilian development agencies have agreed to provide long-term financing for the completion of Railway System II. Although we have received indicative terms, the financing is subject to several conditions, including the satisfactory completion of internal and credit approval processes by all lenders. If any of the conditions are not met, including final credit approval by all agencies involved in terms and costs reasonable to us, we may not be able to obtain the financing.

As of December 31, 2011,2013, we held 88.41% of the capital stock of FTL, which has a concession to operate the Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau and Propiá – Jorge Lins) of Brazil’s Northeastern railway system until 2027, renewable for an additional 30 years. The Railway System I consists of 4,238 km of railways. As of December 31, 2013, R$10098 million in concession payments was outstanding over the remaining 16-year term15 years of the concession.


TableAs of Contents

December 31, 2013, we held 77.30% of the capital stock of TLSA, which has a concession to operate the Railway System II (which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system. Once concluded, the Railway System II will have an extension of 1,728 km of tracks that will connect the interior of Northeast Brazil to Pecém and Suape Ports. This concession was granted in 1997 and recently had its original term extended until the earlier of 2057 or the date when TLSA reaches a rate of annual return of 6.75% of its total investment.

Solid Bulks Terminal

We hold the concession to operate TECAR, a solid bulks terminal, one of four terminals that form thelocated in Itaguaí Port, located in the State of Rio de Janeiro, for a term expiring in 2022 and renewable for another 25 years. Itaguaí Port in turn, is connected to the Presidente Vargas Steelworks, Casa de Pedra and Namisa by the southeasternSoutheastern railway system. Our imports of coal and coke are made through this terminal. Under the terms of the concession, we undertook to load and unload at least 3.0 million tons of bulk cargo annually.  Among the approved investments that we announced is the development and expansion of the solid bulks terminal at the Itaguaí Port to handle up to 84 million tons of iron ore per year.

MRS Logística S.A

ConcessionAs of December 31, 2013, we held a 33.27% participation in MRS Logística S.A., which holds a concession to operate Brazil’s Southeastern railway system until 2026, renewable for a period ofan additional 30 years, renewableWe have contracts with MRS Logística S.A. for another 30 years, for transportingthe transportation of iron ore from the mines of Casa de Pedra in Minas Gerais to Volta Redonda and coke and coal from the Port of Itaguaí (RJ) to Volta Redonda, and transportation of our exports back to the Ports of Itaguaí (RJ) and Rio de Janeiro.Janeiro (RJ). As of December 31, 2011,2013, R$1,1451,114 million was outstanding.outstanding over the remaining 13 years of the concession.

Contractual Obligations

Namisa

Port Operating Services Agreement.


table of contents

On October 21, 2008, CSN entered into an agreement for the provision of port services to Namisa for a 35-year34-year period, consisting of receiving, handling, storing and shipping Namisa’s iron ore in annual volumes that range from 18.0 million tons to 39.0 million tonnes.tons. On December 30, 2008, CSN has received the amount of approximately R$5.3 billion as an advance for part of the payments due for the services to be provided under this agreement. The amounts charged for these port services are reviewed on a quarterly basis and adjusted considering the changes in the market price of iron ore.

High Silica ROM

On October 21, 2008, CSN entered into an agreement for the supply of high silica crude iron ore ROM to Namisa for a period of 3530 years in volumes that range from 27.542.0 million tons to 46.554.0 million tons per year. On December 30, 2008, CSN received approximately R$1.6 billion as an advance for part of the payments due for the supplies to be made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price of iron ore.

Low Silica ROM

On October 21, 2008, CSN entered into an agreement for the supply of low silica crude iron ore ROM to Namisa for an effective period of 9 years in volumes that range from 8 million tons to 30.6 million tons per year. On December 30, 2008, CSN received approximately R$424 million as an advance for part of the payments due for the supplies to be made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price of iron ore.

“Take-or-Pay” Contractual Obligations

MRS Logística S.A.

Transportation of Iron Ore, Coal and Coke to Volta Redonda

The volume set for iron ore and pellets is 8,280,0007,500,000 tons per year and for coal, coke and other reduction products is 3,600,0003,500,000 tons per year. Variation of up to 10% is accepted, with a guarantee of payment of at least90%least 80%, but the obligation is for each item individually. MRS, on the other hand, is required to transport at least 80% of the volume established by the agreement. The agreement expires on September 12, 2012.November 30, 2026


Table of Contents

Transportation of Iron Ore for Export from Itaguaí

The volume set is 40,000,000 tons per year for the first three years, with gradual increases for the following years, with a guarantee of payment of at least 80%. We may increase or decrease the volume set in the agreement every year by up to 10% and 15%, respectively, taking into consideration the volume informed in the previous year. This agreement expires on November 30, 2026.

The amounts to be paid under both contracts are calculated by a tariff model that assures competitive prices.

For both contracts we have flexibility to renegotiate the “take-or-pay,” if the volume is not reached. As we are a shareholder of MRS, the minimum amounts to be paid under the contract terms are calculated by a tariff model that assures competitive prices.

Transportation of Steel Products

The volume set is 2,750,000 tons per year.year, with an acceptable variation of up to 20%. The agreement covers the transportation of steel products from the Presidente Vargas Steelworks to third party terminals, and expires on May 31, 2016.

Cement Transportation - CSN CIMENTOS

We and MRS are negotiating the terms of a new values for this contract.

White Martins Gases Industriais Ltda.


table of contents

To secure gas supply (oxygen, nitrogen and argon), in 1994 we signed a 22-year “take-or-pay” agreement with White Martins Gases Industriais, by which we are committed to acquire at least 90% of the gas volume guaranteed in the agreement with White Martins’ plant. Under the terms of the agreement, we are not required to advance funds raised against future processing charges if White Martins is unable to meet its financial obligations.

Companhia Estadual de Gás do Rio de Janeiro

To secure natural gas supply, in 2007 we signed a five-year “take-or-pay” agreement with CEG Rio, by which we are committed to acquire at least 70% of the gas volume guaranteed in the agreement with CEG Rio. The agreement is valid until December 31, 2014. Under the terms of the agreement, we are not required to advance funds raised against future processing charges if CEG Rio is unable to meet its financial obligations. In addition, if we do not acquire the minimum volume agreed, the amount paid which relates to that difference may be compensated in future years, including one year after the contract’s expiration. This agreement is valid until December 31, 2014.

We and CEG Rio are negotiating new values for this contract.

Ferrovia Centro Atlântica - FCA 

Transportation of Reduction Products

This agreement covers transportationWe and FCA are negotiating the terms of reduction products from the city of Arcos to the city of Volta Redonda.  Volume set for reduction products is 1,900,000 tons per year, which may vary higher or lower by up to 5%.  This agreement will expire on August 31, 2013.a new contract.

Transportation of Clinker

This agreement covers transportation of clinker products from the city of Arcos to the city of Volta Redonda. 

The volume set for clinker transportation from January to April of 2012 was 250,000 tons, with an acceptable variation of up to 29%. The volume set from May to December of 2012 was 440,000 tons, with an acceptable variation of up to 10%.

As of 2012,2014, the volume set for clinker is 738.000660,000 tons per year, with an acceptable variation of up to 10%. This agreement will expire on April 19, 2020.

In 2014, the calculation of “take-or-pay” will consider the total volume performed in both contracts - clinker and reduction products – regardless of the percentage transported of each one.

Vale S.A.

To secure pellets supply, in 2009 we signed a 5-year “take-or-pay” agreement with Vale, by which we are committed to acquire at least 90% of the pellets volume guaranteed in an agreement with Vale. Under the terms oftheof the agreement, we are not required to advance funds raised against future processing charges if Vale is unable to meet its financial obligations.


Table of Contents

Companhia Paranaense de Gás - COMPAGÁS

We and Companhia Paranaense de Gás entered into a 20-year contract to secure natural gas supply. According to the “take or pay” clause, we are committed to acquire at least 80% of the annual natural gas volume contracted from Companhia Paranaense de Gás.

Companhia Paranaense de Energia – COPEL

To secure energy supply, we entered into a 20-year agreement with Companhia Paranaense de Energia. According to the “take or pay” clause, we are committed to acquire at least 80% of the annual energy volume contracted from Companhia Paranaense de Energia.

América Latina Logística - ALL

This agreement covers transportationWe and ALL are negotiating the terms of steel products from Volta Redonda to CSN Paraná.  Volume set for steel products is 20,000 tons per month, which may vary higher or lower by up to 10%.  This agreement was initially valid until March 30, 2012, but CSN renegotiated and it is now valid until June 30, 2012.a new contract.


table of contents

K&K Tecnologia

CSN undertakes to acquire at least 3,000 metric tons of blast furnace mud for processing at CSN's mud concentration plant. This agreement is valid until March 31, 2023.

Harsco Metals Ltda

The Harsco Metals Ltda. undertakes to perform the Scrap recovery Services resulting from the process of production of pig iron and steel from CSN / UPV,Presidente Vargas Steelworks, receiving by this process the equivalent in value the result of multiplying the unit price (U.S.$/t) by the total Liquid Steel CSN’s Mill production, with a guarantee of a minimum production of liquid steel corresponding to 400,000 tons.This agreement is valid until June 30, 2014.

Siemens

Siemens Vais Metal Services provides Continuous Casting Machines Maintenance Services in steel production at Presidente Vargas Steelworks, with a guarantee of a minimum production of 365,000 tons per month. This agreement is valid until June 30, 2014.

Realma Manutenção e Serviços Ltda

The Realma Manutenção e Serviços Ltda. undertakes to perform vessel discharges in TECAR, receiving the equivalent in value the result of multiplying the unit price (U.S.$/t) by the total discharge, with a guarantee of a minimum vessel discharges in TECAR, corresponding to 297,750 tons. This agreement is valid until August 31, 2016.

5F. Tabular Disclosure of Contractual Obligations

The following table represents our long-term contractual obligations as of December 31, 2011:2013:

 

 

Payment due by period  

 

 

(In millions of R$)

 

 

 

 

 

 

 

 

 

 

More  

Contractual obligations  

 

 

 

Less than  

 

 

 

 

 

than 5  

 

 

Total  

 

1 year  

 

1-3 years  

 

3-5 years  

 

years  

Long-term accrued finance  

 

 

 

 

 

 

 

 

 

 

charges(1)

 

19,540

 

2,181 

 

4,146

 

3,360 

 

9,853

Taxes payable in installments  

 

2,095 

 

277

 

471

 

458 

 

889

Long-term debt  

 

25,187 

 

2,232

 

4,231 

 

5,574 

 

13,150 

“Take-or-Pay” contracts  

 

3,173 

 

1,069

 

1,570 

 

371

 

163

Derivatives swap agreements(2)

 

8

 

5

 

3

 

0

 

0

Concession agreements(3)

 

2,917

 

220

 

697

 

705

 

1,295

 

Purchase obligations:  

 

 

 

 

 

 

 

 

 

 

         Raw materials(4)

 

1,816

 

1,072

 

699

 

11

 

35

         Maintenance(5)

 

33

 

212

 

121

 

0

 

0

         Utilities/Fuel(6)

 

1,756

 

685

 

456

 

334

 

282

         Total  

 

3,905

 

1,969

 

1,275

 

345

 

316

 

 

Payment due by period  

 

 

(In millions of R$)

 

 

 

 

 

 

 

 

 

 

More  

Contractual obligations  

 

 

 

Less than  

 

 

 

 

 

than 5  

 

 

Total  

 

1 year  

 

1-3 years  

 

3-5 years  

 

years  

Long-term accrued finance  

 

 

 

 

 

 

 

 

 

 

charges(1)

 

17,027

 

2,408

 

4,139

 

3,003 

 

7,477

Taxes payable in installments  

 

1,702 

 

247

 

382

 

310 

 

763

Long-term debt (2)

 

25,104 

 

3,159

 

6,802 

 

7,790 

 

7,353 

“Take-or-Pay” contracts  

 

3,510 

 

863

 

993 

 

388

 

1,266

Derivatives swap agreements(3)

 

36

 

21

 

15

 

0

 

0

Concession agreements(4)

 

3,181

 

308

 

618

 

618

 

1,637

 

Purchase obligations:

 

 

 

 

 

 

 

 

 

 

 Raw materials(5)

 

6.483

 

2.304

 

2.654

 

471

 

1.054

 Maintenance(6)

 

806

 

484

 

310

 

0

 

12

 Utilities/Fuel(7)

 

1,760

 

832

 

680

 

183

 

66

 Total  

 

9,050

 

3,620

 

3.644

 

654

 

1,132

 

(1)

These accrued finance charges refer to the cash outflow related to the contractual interest expense of our long-term debt and were calculated using the contractual interest rates taken forward to the maturity dates of each contract.

(2)

These amounts were presented net of transaction costs and issue premiums.

(3)

Derivative swap agreements were calculated based on market prices, on December 31, 2011, for futures with similar maturity to our derivative swap agreements.

(3)(4)

Refers to TECON, TECAR, MRS and Transnordestina’sTLSA concessions agreements

(4)(5)

Refers mainly to purchases of coal, tin, aluminum and zinc, which comprise part of the raw materials for steel manufacturing and take-or-pay contracts.

(5)(6)

We have outstanding contracts with several contractors in order to maintain our plants in good operationoperating conditions; due to the strong demand for specialized maintenance service, the term of some of these contracts is for more than one year.

(6)(7)

Refers mainly to natural gas, power supply and cryogenics, which are provided by limited suppliers; and with some of which we maintain long-term contracts.

 


Table of Contents

 

5G. Safe Harbor

See “Forward-Looking Statements.”  


table of contents

Item 6. Directors, Senior Management and Employees

6A. Directors and Senior Management

General

We are managed by our Board of Directors (Conselho de Administração), which consists ofsevenof up to elevenmembers,eleven members, and our Board of Executive Officers (Diretoria Executiva), which consists of two to nine Executive Officers with no specific designation (one of whom is the Chief Executive Officer). In accordance with our bylaws (Estatuto Social), each Director is elected for a term of one year by our shareholders at an annual shareholders’ meeting. Our bylaws require our employees to be represented by one Director on the Board of Directors. The members of the Board of Executive Officers are appointed by the Board of Directors for a two-year term.

Our Board of Directors is responsible for setting general guidelines and policies for our business and our Board of Executive Officers is responsible for the implementation of such guidelines and policies and for our day-to-day operations. As of the date of this annual report, our Board of Directors was comprised of one Chairman, one Vice Chairman and fourfive members, and our Board of Executive Officers was comprised of our Chief Executive Officer and fivethree Executive Officers.

Our Directors and Executive Officers as of the date of this annual report are:

Name

  

Position  

 

First Elected on  

 

Last Elected on  

Board of Directors

 

 

 

 

 

Benjamin Steinbruch

 

Chairman 

 

April 23, 1993 

 

April 27, 201225, 2014

Jacks Rabinovich

 

Vice Chairman 

 

April 23, 1993 

 

April 27, 2012 25, 2014

Fernando Perrone

 

Member 

 

September 26, 2002 

 

April 27, 201225, 2014

Antonio Francisco dos Santos

 

Member 

 

December 23, 1997 

 

April 27, 2012 25, 2014

Yoshiaki Nakano

 

Member 

 

April 29, 2004 

 

April 27, 2012 25, 2014

Gilberto Sayão da Silva 

Antonio Bernardo Vieira Maia

Member

 

April 30, 2009 2013

 

April 27, 2012 25, 2014

Rubens dos SantosAloysio Meirelles de Miranda Filho

Member

Member 

April 30, 2013

April 27, 2012 

April 25, 2014

Luis Felix Cardamone Neto

Member

April 27, 2012 25, 2014

April 25, 2014

 

Board of Executive Officers

 

 

 

 

 

Benjamin Steinbruch

 

Chief Executive Officer 

 

April 30, 2002 

 

August 2, 2011July 3, 2013

Enéas Garcia Diniz

 

Executive Officer 

 

June 21, 2005 

 

August 2, 2011July 3, 2013

José Taragano

 

Executive Officer

 

December 15, 2009

 

August 2, 2011

David Moise Salama

Executive Officer

 

August 2, 2011

 

August 2, 2011July 3, 2013

Luis Fernando Barbosa Martinez

Executive Officer

 

August 2, 2011

 

August 2, 2011July 3, 2013

Juarez Saliba de Avelar

 

Executive Officer

 

October 26, 2011

 

October 26, 2011

The next election for our Board of Directors is expected to take place in April, 2013. We are unable to anticipate when the2015. The next election for our Board of Executive Officers is expected to take place.place in July.

Board of Directors

Benjamin Steinbruch. Mr. Steinbruch has been a member of our Board of Directors since April 23, 1993, and has simultaneously held the positions of Chairman since April 28, 1995 and CEO since April 30, 2002. He is also CEO of Vicunha Siderurgia S.A.,a member of the Administrative Board of the Portuguese Chamber, 1st Vice-President of the Federation of Industries of the State of São Paulo - FIESP since September 2004, member of FIESP’s Superior Strategic Board, advisor to the Robert Simonsen Institute, and advisor of the Institute for Industrial Development Studies - IEDI.Institute. Over the past five years, he also served as Chairman of the Board of Directorsand CEO of Vicunha Siderurgia S.A., Vice Chairman of the Board of Directors of Textília S.A., Director of Vicunha Aços S.A., Banco Fibra S.A., Fibra Cia. Securitizadora de Créditos e Fibra Cia. Securitizadora de Créditos Imobiliários, Director of Textília S.A., Vicunha Steel S.A. Vicunha S.A., Elizabeth S.A. – Indústria Têxtil, Vicunha Participações S.A., Vicunha Participações S.A., Officer of Rio Purus Participações S.A., and Officer of Rio Iaco (all these companies belong to our controlling group), Chairman of the controlling groupBoard of CSN), DirectorDirectors of Prada Metallurgical Company and FTL (bothcompanies are controlled by us), Chairman of the Board of Directors of Nacional Minérios S.A. and TLSA. (both companies are jointly controlled by CSN)us), member of the Deliberative Council of the CSN Foundation, and Administrator of Fazenda Alvorada de Bragança Agro-Pastoril Ltda., Ibis Agrária Ltda., Ibis II Empreendimentos Ltda., Ibis Participações e Serviços Ltda., and Haras Phillipson Ltda..Ltda. Mr. Steinbruch graduated from the Business School of Fundação Getúlio Vargas – FGV/SP and specialized in Marketing and Finance also from Fundação Getúlio Vargas - FGV/SP.


table of contents


Table of Contents

Jacks Rabinovich. Mr. Rabinovich has been a member of our Board of Directors since April 23, 1993 and Vice Chairman since April 24, 2001. Mr. Rabinovich graduated in Civil Engineering from Universidade Mackenzie - SP, and has a specialization in Textile Engineering from the Lowell Institute, Massachusetts - USA.

 

Fernando Perrone. Mr. Perrone has been a member of our Board of Directors since September 26, 2002, and a member of our Audit Committee since June 24, 2005, where he currently holds the position of President. He was our Infrastructure and Energy Executive Officer from July 10, 2002, to October 2, 2002 .2002. Over the past five years, he served as member of the Board of Directors of Profarma - Pharmaceuticals Distributor S.A., member of the Board of Directors of João Fortes Engenharia S.A., and member of the Management Board of Energia Sustentável S.A. Mr. Perrone graduated in Business from a program sponsored by "Chimica" Bayer S.A., holds a Law degree from Universidade Federal Fluminense – UFF/RJ, and has a graduate degree in Economics in the area of Capital Markets from Fundação Getulio Vargas – FGV/SP.

Antonio Francisco dos Santos. Mr. Santos has been a member of our Board of Directors since December 23, 1997.1997, and a member of our Audit Committee since April 27, 2012. He is currently Chairman and Chief Executive Officer of CSN’s Employee Investment Club (Clube de Investimento CSN). Over the past five years he served as Planning and Support Officer of CSN, and Coordinator and Chief of Industrial Engineering, Chief of Production Planning and member of the Board of Directors of the Caixa Beneficente dos Empregados of CSN, or CBS, our pension plan. Mr. Santos graduated in Business and holds a graduate degree in Organization and Finance, both from the Coordination of Graduate Studies and Research - CECOP, and an MBA in Industrial Strategy and Business Management from Universidade Federal Fluminense – UFF/RJ.

 

Yoshiaki Nakano. Mr. Nakano has been a member of our Board of Directors since April 29, 2004, and a member of our Audit Committee since June 24, 2005. Over the past five years, Mr. Nakano has been a professor at the School of Economics of Fundação Getulio Vargas – FGV/SP, a board member of the Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP, and a member of the Conselho Superior de Economia (COSEC) of FIESP/Instituto Roberto Simonsen, and a member of the Consulting Board of the Grupo Pão de Açúcar.Simonsen. Previously, Mr. Nakano served as Special Secretary for Economic Affairs in the Ministry of Finance and as Finance Secretary of the State of São Paulo. Mr. Nakano graduated in Business Administration from Fundação Getulio Vargas and has an MBA and a Ph.D. from Cornell University, USA.

 

Gilberto Sayão da SilvaAntonio Bernardo Vieira Maia.Mr. Sayão has been aMaia was elected member of our Board of Directors sinceon April 30, 2009.2013. He is currently a partner at Vinci Partnersalso CEO of BRG Capital Ltda. since July, 2005. From April, 1995 to May, 2005 he was Officer of Credit Suisse/Banco Garantia de Investimentos Ltda., and a member of its Executive Committee. Between 2003 and 2009, Mr. SayãoS.A. From April to December 2005, he served as the Chief Executive Officeramember of UBS Pactual Alternative Investments, a subsidiary of UBS Pactual Asset Management. He is currently on the Board of Directors of several companies, suchBanque Bénédict Hentsch & Cie SA, Geneva, Switzerland. He began his career in Citibank Brazil, as PDG Realty SAas a trainee, in 1982 and Equatorial Energia S.A. (nonemoved to New York in 1986, where he first worked as an Institutional Investment Analyst of these being partCitigroup in Latin America and later as Chief of CSN´s economic group).Staff in the Latin America Wealth Management division. Prior to that, he worked as an associate of Banco Bozano Simonsen de Investimentos in Rio from August 1979 to December 1981. He graduated in 1981 in Business and Public Administration from the Engineering School of the Pontificia Universidade Catolica of Rio de Janeiro - PUC / RJ.Fundação Getulio Vargas

Rubens dos SantosAloysio Meirelles de Miranda Filho.Mr. Santos has been aMiranda Filho was elected member of our Board of Directors sinceon April 27, 2012. He currently serves as Administrator for Vicunha Petroquímica Ltda and Fibracel Têxtil Ltda.30, 2013. He is also Executive Officer for Pajuçara Confecções S.A., Vicpetro S.A., VRS S.A.a memberof theUlhôa Canto Advogados Associados office since 1982, becoming Advisor Partner in 1989. Participates in the Deliberative Council of the Instituto Fernando Henrique Cardoso, member of the board of the Instituto de Gestão Educacional of the Fundação Lemann and Finobrasa Agro-Industrial S.A.. Additionally,of the Consultive Council of the Instituto Empreender Endeavor.Graduated in the Universidade do Estado do Rio de Janeiro, or UERJ, in 1984.

Luis Felix Cardamone Neto: Mr. Santos isCardamone Neto has been the ChairmanCEO of Banco Fibra since October 2013, and a deputy member of the Board of Directors of VTA Andina S.A.., and a board member of National Steel S.A., Vicunha Participações S.A., Vicunha Siderurgia S.A., Fibra Empreendimentos Imobiliários S.A., Transnordestina Logística S.A., Vicunha Aços S.A., Vicunha Steel S.A., Vicunha S.A., Elizabeth S.A. Indústria Têxtil since December 2013. In the past five years, he served as executive officer of Santander Financiamentos and La Internacional S.A.. Mr.CEO of Webmotors, from December 2011 to September 2012 he acted as Executive Vice-President of Finance, from September 2012 to October 2013 he acted as Executive Vice-President of Finance, Insurance, Payroll-Deductible Loans and Real Estate Business, cumulatively holding the positions of (i) member of the Board of Directors of Banco RCI Brasil, (ii) member of the Board of Directors of TECBAN (iii) Head of the Vehicle Financing Division of FEBRABAN, and invited member of the Board of Directors of ZURICH. He has a degree in Business Administration from Faculdade de Administração de Empresas de Santos is graduatedand completed an MBA program in Accounting.Finance at IBMEC.

Board of Executive Officers

In addition to Mr. Steinbruch, the following people were members of our Board of Executive Officers as of the date of this annual report:

Enéas Garcia Diniz. Mr. Diniz holds the position of Executive Officer in charge of the production area since June 21, 2005. He has been serving CSN since 1985, previously acting as General Manager of Hot Rolling, GeneralManager of Maintenance, Metallurgy DirectorOfficer and General DirectorOfficer of the Presidente Vargas Steelworks. Mr. Diniz is also currently a member of the Board of Directors and Officer of Companhia Metalúrgica Prada, ITASA. and Cia.Metalic Nordeste, a member of the Board of Directors of Nacional Minérios S.A., Sepetiba Tecon S.A., Companhia Brasileira de Serviços de Infraestrutura and Lusosider Aços Planos S.A., or CBSI, and Officer of CSN Cimentos S.A., CSN Energia S.A. and Fundação CSN.Mr. Diniz graduated in Mechanical Engineering from Pontificia Universidade Católica do Rio de Janeiro - PUC / RJ, furtherspecializedfurther specialized in Business Management from Universidade Federal Fluminense - UFF/RJ and has an MBA from the Fundaçãăo Dom Cabral Business School of Belo Horizonte.


table of contents


Table of Contents

José Taragano.Mr. Taragano was elected Executive Officer on December 15, 2009, being in charge of the projects area.  He previously served as COO - Executive VP of Operations of Brenco - Companhia Brasileira de Energia Renovável, Executive and Business Officer of Klabin S.A., Worldwide Environment, Health & Safety Officer of Alcoa Inc. in New York / Pittsburgh,  Officer of Primary Products/Aluminum, Alumina & Chemical Products and Director of Quality and Human Resources and Superintendent of Production of Alcoa Latin America in São Paulo, Chairman of CEMPRE – Compromisso Empresarial para a Reciclagem, member of the Healthy People 2010 Business Advisory Committeein Washington and acted as Independent Director at the Board of ECOSORB. Mr. Taragano graduated in Metallurgical Engineering from Pontifícia Universidade Católica of Rio de Janeiro - PUC-RJ, has an MBA in Marketing from  the Administration Institute Foundation of Universidade de São Paulo / FIA-USP and further education at MIT / Sloan Executive Program and Harvard Business School / Finance for Senior Executives.

David Moise SalamaMr. Salama was elected Executive Officer on August 2, 2011, being in charge of the investor relations area. He has been serving CSN since 2006, having previously acted as Investor Relations Manager. He is also currently serving as Executive Officer of CSN Cimentos, S.A. and as an alternate member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional – CBS. Prior to joining CSN, Mr. Salama acted as Financial Controller Officer at Tecnisa Engenharia e Comércio, Birmann Comércio e Empreendimentos and Goldfarb Comércio e Construções, was the head of consolidated financial information of Unilever Brasil and acted as senior auditor at PricewaterhouseCoopers. He is a member of the National Investor Relations Institute and of the Brazilian Institute of Investor Relations. Mr. Salama graduated in Accounting and has an MBA in Finance, both from the School of Economics, Business and Accounting of the Universidade de São Paulo / FEA-USP. He complemented his academic education by attending the Oxford Advanced Management and Leadership Program of Saïd Business School at Oxford University, England, and the Program on Negotiation of Harvard Law School at Harvard University, United States.

Luis Fernando Barbosa MartinezMr. Martinez was elected Executive Officer on August 2, 2011, being in charge of the steel products commercial area. He has been serving CSN since 2002, having previously acted as Sales Officer. Mr. Martinez is also President of the Brazilian Association of Steel Packaging - ABEAÇO.O, Officer of Cia. Metalic Nordeste, CSN Energia, S.A. and CSN Cimentos, S.A., member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS, member of the Board of Directors of Associação Brasileira de Metalurgia, Materiais e Mineração, or ABM, and an alternate member of the Board of Directors of Nacional Minérios, S.A. Prior to joining CSN, Mr. Martinez was a Sales Officer at Alcan Alumínio do Brasil S.A., having worked in such company for 14 years in different departments (processing, quality, product/market development and sales).He also acted as Executive Officer of the Brazilian Center of Steel Construction - CBCA and of the Brazilian Association of Metallic Construction, -or ABCEM. Mr. Martinez graduated in Metallurgical Engineering from Instituto Mauá de Tecnologia, or IMT, has a graduate degree in Industrial Management from the School of Production Engineering of the Universidade de São Paulo, and also graduated from the Corporate Management Development Program at Alcan Aluminum Limited, Montreal, Canadá.

Other Key Executives

In addition to our statutory board of executive officers, who are appointed pursuant to Brazilian corporate law and our by-laws, our controller, Mr. Rogério Leme Borges dos Santos, is also one of our key executives.

Juarez Saliba de AvelarRogério Leme Borges dos SantosMr. Avelar was elected Executive Officer on October 26, 2011.Mr. Santos has been our controller since April, 2009 and is in chargecurrently our principal financial officer for purposes of the new businesses area.  Mr. AvelarForm 20-F and related certifications. He previously worked at CSN from 2003 to 2010, having actedAlcoa Inc. as PortsLatin America regional controller and Railroads Officer, Mining Officer, Mineral Resources Officer and New Businesses Officer.  Prior to 2003,at Coopers & Lybrand Auditores (later incorporated by PricewaterhouseCoopers) as audit manager. Mr. Avelar was the President of Ferteco Mineração, Officer of the Southern and Northern Systems of Vale S.A. and, from January 2010 to August 2011, acted as Chief Executive Officer of Steel do Brasil Participações S.A.  Mr. Avelar is also a Director of Transnordestina Logística S.A.  Mr. AvelarSantos graduated in Mining Engineeringaccounting from Pontifícia Universidade FederalCatólica de Minas Gerais - UFMG.São Paulo, or PUC/SP, and has an International Executive MBA from the University of Pittsburgh.

There are no family relationships between any of the persons named above. The address for all of our directors and executive officers is Av. Brigadeiro Faria Lima, 3400, 20th floor, Itaim Bibi, city of São Paulo, State of São Paulo, Brazil (telephone number 55-11-3049-7100).

Indemnification of Officers and Directors

There is no provision for or prohibition against the indemnification of officers and directors in Brazilian law or in our bylaws. Officers are generally not individually liable for acts performed within the course of their duties. We either indemnify or maintain directorsdirectors’ and officersofficers’ liability insurance insuring our Directors,our Executive Officers and certain key employees against liabilities incurred in connection with their respective positions with us.


table of contents

Table of Contents

6B. Compensation

For the year ended December 31, 2011,2013, the aggregate compensation paid by us to all members of our Board of Directors and the members of our Board of Executive Officers for services in all capacities was R$23.729.7 million, which includes salaries, bonuses, profit sharing arrangements and benefits, such as medical assistance, pension plan and life insurance, among others. See “—Item 6D. Employees” for a brief description of our profit sharing arrangements.

We are the principal sponsor of CBS, our employee pension plan. CBS had an excess of plan assets over pension benefit obligations of R$230422 million in 2011.2013. The fair value of the resourcesplan assets of CBS, totaled R$2,3842,685 million as of December 31, 2011,2013, and projected benefit obligations were R$2,1542,263 million. See Note 2928 to our consolidated financial statements contained in “Item 18. Financial Statements.”

6C. Board Practices

Fiscal Committee and Audit Committee

Under Brazilian Corporate Law, shareholders may request the appointment of a Fiscal Committee (Conselho Fiscal), which is a corporate body independent of management and our external auditors. The primary responsibility of the Fiscal Committee is to monitor management’s activities, review the financial statements, and report its findings to the shareholders.  Our shareholders did not request the installation of a Fiscal Committee at the Annual Shareholders’ Meeting held on April 27, 2012.

In June 2005, an Audit Committee (Comitê de Auditoria) was appointed in compliance with SEC’s rules, which is composed of independent members of our Board of Directors. The Audit Committee is responsible for recommending to the Board of Directors the appointment of the independent auditors, reporting on our auditing policies and our annual audit plan prepared by our internal auditing team, as well as monitoring and evaluating the activities of the external auditors. Our Audit Committee has also been tasked with identifying, prioritizing and submitting actions to be implemented by our Executive Officers, analyzing our annual report and our financial statements, and making recommendations to our Board of Directors.

The Audit Committee is currently composed of Mr. Fernando Perrone, Mr. Yoshiaki Nakano and Mr. Antonio Francisco dos SantosBernardo Vieira Maia and is constantly assisted by an outside consultant.

For information on the date of election and term of office of the members of our Board of Directors and Board of Executive Officers, see “Item 6A. Directors and Senior Management.”

Service Contracts

We permit our directors to continue to participate in our employee pension plan after ceasing to be a director of our Company.

6D. Employees

As of December 31, 2009, 20102011, 2012 and 2011,2013, we had 16,903, 19,21720,791, 21,232 and 20,79121,962 employees, respectively. As of December 31, 2011,2013, approximately 3,3073,600 of our employees were members of the steelworkers’ unionSteelworkers’ Union of Volta Redonda and region, which is affiliated with the Central Única dos Trabalhadores, or CUT,Força Sindical since 2012, a national union. We believe we have a good relationship with CUT.Força Sindical. We have collective bargaining agreements, renewable annually on May 1st of every year. Moreover, we have members affiliated with other unions, such as the Engineers’ Union with 4144 members, the AccountantsAccountants’ Union with 104 members and the Workers’ Unions from Arcos, Casa de Pedra, Camaçari, Recife and Araucária, with a total of 344271 members. At all other companies controlled, or jointly controlled, by CSN,us, such as Prada, Ersa,ERSA, Namisa and Transnordestina,TLSA, we have a total of 1,4351,456 members.

In March 1997, we established an employee profit sharing plan. All employees participate in the plan, and earn bonuses based on our reaching certain goals for each year, including a minimum EBITDA margin, as well as other measures such as sales, cost control, productivity and inventory levels, as appropriate for each sector based on its nature.

 


table of contents

 


Table of Contents

6E. Share Ownership

The Steinbruch family, which includes Mr. Benjamin Steinbruch, our Chairman and Chief Executive Officer holds an indirect majority ownership interest in Vicunha Siderurgia and Rio Iaco Participações, our controlling shareholder.shareholders.

All of our Executive Officers and members of our Board of Directors held an aggregate of 1,5581,556 shares of our outstanding common shares as of December 31, 2011.2013.

Item 7. Major Shareholders and Related Party Transactions

7A. Major Shareholders

On December 31, 2011,2013, our capital stock was composed of 1,457,970,108 common shares. Our capital stock is entirely composed of common shares and each common share entitles the holder to one vote at our shareholders’ meetings.

The following table sets forth, as of December 31, 2011,2013, the number of our common shares owned by all persons known to us that own more than 5% of our outstanding common shares as of such date:

 

 

Common Shares  

 

 

 

 

 

 

 

Percent of  

 

 

Shares Owned  

 

Outstanding  

Name of Person or Group  

 

 

 

Shares

 

Vicunha Siderurgia S.A.(1)

 

 697,719,990

 

 47.86%

Rio Iaco Participações S.A.(1)

 

58,193,503

 

3.99%

 

(1)

Owned indirectly by the Steinbruch family, which includes Mr. Benjamin Steinbruch, Chairman of our Board of Directors and CEO, as well as other members of his family.

 

7B. Related Party Transactions

From time to time we conduct transactions with companies directly or indirectly owned by our principal shareholders or members of our Board of Directors. See “Item 4. Information on the Company – A. History and Development of the Company,” “Item 4B. Business Overview,” “Item 4D. Property, Plant and Equipment – Acquisitions and Dispositions”, “Item 6A. Directors and Senior Management”, “Item 7A. Major Shareholders” and Note 419 to the consolidated financial statements included in “Item 18. Financial Statements.”

Item 8. Financial Information

8A. Consolidated Statements and Other Financial Information

See “Item 3. Key Information—Selected Financial Data” and “Item 18. Financial Statements” for our consolidated financial statements.

Legal Proceedings

In the ordinary course of our business, we are party to several proceedings, both administrative and judicial, which we believe are incidental and arise out of our regular course of business. We believe that the outcome of the proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations and cash flows. We have established provisions for all amounts in dispute that represent a probable loss based on the legal opinion of our internal and external legal counsels.

 

Labor Contingencies

 

As of December 31, 2011,2013, the Company and its subsidiaries arewere defendants in 12,9939,067 labor claims, for which a provision has been recorded in the amount of R$223251 million. Most of the claims are relatedrelate to alleged subsidiary and/or joint liabilitybetween us andliability with respect to our independent contractors, wagesalary equalization, health hazard premiums andhazardous duty premiums, overtime pay, differences ofin the 40% fine on the FGTSseverance pay fund (FGTS) deposits regarding pre-retirement periodsresulting from past federal government economic plans, and due to inflation purge, additional payments for unhealthyindemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and hazardous activities, overtime anddifferences in profit sharing differences from 1997 to 1999 and from 2001 to 2003.


table of contents

 


Table of Contents

Civil Contingencies

 

These are mainly claims for indemnities within the civil judicial processes in which we are involved. Such proceedings, in general, result of occupational accidents, diseases and contractual disputes related to our industrial activities. As of December 31, 2011,2013, the amount relating to probable losses for these contingencies was R$9482 million.

 

We also classify as civil contingencies the administrative and judicial proceedings filed against us for alleged violation of environmental statutes, mainly as a result of our industrial activities, claims for regularization, indemnification or imposition of fines. As of December 31, 2011,2013, the amount relating to probable losses for civil contingencies relating to environmental issues was R$6.94 million.

 

Tax Contingencies

 

Among our tax contingencies there are charges for alleged non-payment of income tax and social contribution taxes in Brazil, for which a provision of R$253428 million has been recorded in 2011.2013.

 

Refis

In November 2009, we adhered to the Tax Recovery Program (REFIS)REFIS established by the Federal Government in order to settle certain of our tax and social security liabilities due until November 2008 through a special settlement and installment payment system. Management’s decision took into consideration the economic benefits provided by the REFIS, such as discounts and fines exemptions, as well as the high costs of maintaining pending lawsuits. Joining the REFIS allows us to pay a reduced amount of the fines, interest and legal charges that were previously due. Law No. 12,865/2013 extended the original deadline of the REFIS (originally November 2009) to December 2013 and allowed the submission of additional tax and social security liabilities under the program. On December 31, 2011,2013, the position of the debt under the REFIS, including the additional amount submitted in November 2013, was R$1,142 million (R$1,119 million in 2012), which is recorded under taxes payable in installments. For more information, see Note 16 to the consolidated financial statements included in “Item 18. Financial Statements.”

Refis II (Taxation of Profits of Foreign Subsidiaries)

In November 2013, we adhered to the Tax Recovery Program for Profits of Foreign Subsidiaries, or REFIS II, a special settlement and installment payment system established by the Federal Government in order to settle the Income Tax (IRPJ) and the Social Contribution on Net Income (CSLL) arising from the taxation of profits of foreign subsidiaries. We submitted to the REFIS II the outstanding debts related to the 2004-2009 fiscal years. Our decision took into consideration the economic benefits provided by the REFIS II, such as discounts and fine exemptions, as well as the high costs of maintaining pending lawsuits. Joining REFIS II allows us to pay a reduced amount of fines, interest and legal charges that were previously due. On December 31, 2013, the position of the debt under the REFIS II, recorded under taxes payable in installments, was R$2,095 million (R$1,444 million in 2010).

Refis - IPI premium credit over exports

The IPI premium tax credits relate412 million. For more information, see Note 16 to export sales made during 1992 to 2002. Tax laws allowed Brazilian companies to recognize IPI premium tax credits until 1983, when an act of the executive branch of the Brazilian government cancelled such benefits and prohibited companies from recognizing such credits. We challenged the constitutionality of the executive branch’s action and obtained, in August 2003, a favorable decision from a Brazilian trial court that authorized the use of IPI premium tax credits. However, in August 2009, the Brazilian Federal Supreme Court, or STF, issued a decision with effects of general repercussion establishing that the IPI premium tax credits were only recognizable until October 1990.  Accordingly, the credits accrued after such date should not have been recognized and, as a result, our board of directors approved the inclusion of this matter in the REFIS. In June 2011, the inclusion of the discussed amounts in the REFIS was ratified by the proper authorities.

Refis - Social Contribution on Net Income from Export Revenues

We filed a lawsuit challenging the assessment of Social Contribution on Net Income charged on income from export revenues based on Constitutional Amendment No. 33/01. Despite an initial decision in March 2004 authorizing the exclusion of these export revenues from the taxable basis - as well as the offsetting of amounts paid from 2001 - in August 2010 the Brazilian Federal Supreme Court, or STF, ruled unfavorably in another proceeding unrelated to us but that discussed the same subject matter (RE 564413). Accordingly, and following the recommendation of our external counsel, the remaining amount of R$402 million (as of December 31, 2010) wasconsolidated financial statements included in REFIS in June 2011. This inclusion was already ratified by the proper authorities.“Item 18. Financial Statements.”

 


Table of Contents

Antitrust

In October 1999, CADE fined us, claiming that certain practices adopted by us and other Brazilian steel companies up to 1997 allegedly comprised a cartel. We challenged the cartel allegation and the imposition of the fine judicially and, on June 2003, obtained a partially favorable judgment by a federal trial court. CADE appealed the trial court decision and, on June 2010, a federal appellate court in Brasília held a judgment reversing the trial court’s decision and confirming the cartel allegation as well as the fine imposed by CADE in the amount of R$65 million. We appealed the decision of the appellate court to the Brazilian Superior Court of Justice. We have not yet recorded any provision in connection with this fine.


table of contents

In September 2011, CSNwe received a request from Secretaria de Direito Econômico (SDE)the SDE to provide information related to the acquisition of shares of Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas in orderwhich later evolved to evaluatethe analysis by CADE of a possible concentration act. In October 2011, SDE involved Conselho Administrativo de Defesa Econômica (CADE)the CADE and Secretaria de Acompanhamento Econômico (SEAE)the SEAE on the subject. CSN has been providingsubject and we provided the requested information to suchthese antitrust bodies.

 

OnIn April 11,and July, 2012, CADE issued ancertain injunctive order barring us from,orders limiting our ability to, among others, acquiringother things, acquire more Usiminas shares or exercisingexercise our voting rights on the shares we already own. We

On April 10, 2014 CADE issued its decision on the matter and a term of undertaking (Termo de Compromisso de Desempenho), or TCD, was executed by CADE and CSN. Under the terms of CADE’s decision and the TCD, CSN shall reduce its interest in Usiminas, within a specified timeframe. The timeframe and percentage reduction are analyzing alternativesconfidential. Furthermore, our political rights in Usiminas will continue to preserve our rights.be suspended until we reach the thresholds established in the TCD.

 

Other Legal Proceedings

 

The Company and its subsidiariesWe are defendants in other proceedings at administrative and judicial levels, in the approximate amount of R$6,88112,371 million, of which, R$5,196 10,902 million relate to tax contingencies, R$570350 million to civil contingencies, and R$1,1151,044 million to labor contingencies and social security contingencies and R$75 million to environmental contingencies. The assessments made by legal counsel define these contingencies as entailing a risk of possible loss and, therefore, no provision was recordedhas been recorded. Contingencies related to each of our subsidiaries are included proportionally to the percentage of these subsidiaries that we consolidate in conformity with Management’s judgment.our financial statements.

Our main tax contingency relates to a R$6,526 million tax assessment notice issued against the Company for having allegedly failed to submit to taxation the capital gain resulting from the alleged sale of 40% of the shares of its subsidiary Namisa to the Asian consortium.  On May 2013, the São Paulo Regional Judgment Office (lower administrative court) issued a decision favorable to us and cancelled the tax assessment notice. The CompanyBureau of Federal Public Attorneys filed an appeal against such decision, which is also a defendant in an arbitration proceeding at the International Court of Arbitration - ICC that discusses potential damages sufferedpending judgment by the plaintiff due toAdministrative Board of Tax Appeals (CARF).

In July 2012, the environmental public prosecutor of the State of Rio de Janeiro (Ministério Público Estadual do Rio de Janeiro) filed a breach of contractjudicial proceeding against us claiming that we must (i) remove all waste disposed in two areas used as an industrial landfill in the estimatedcity of Volta Redonda and (ii) relocate 750 residences located in the adjacent neighborhood Volta Grande IV Residential, also in the city of Volta Redonda. The court denied these requests but ordered that we present a timetable to investigate the area and, if necessary, to remediate the potential issues raised by the public prosecutor. We presented a timetable and have commenced investigations, which under the timetable we proposed, is expected to be completed by April 30, 2014. We have also received notices for lawsuits brought by certain home owners at Volta Grande IV Residential claiming indemnification for alleged moral and material damages.

On April 8, 2013, the INEA fined  us in the amount of R$84 million.  The proceeding is35 million in connection with the matters involving Volta Grande IV Residential and requested that we perform the same actions already under discussion in the discovery phase.  This case is classified as entailingJuly 2012 public prosecutor lawsuit. In January 2014 we filed a risklawsuit seeking to reverse this fine and are awaiting for the INEA to file its response.

In August 2013, the federal environmental public prosecutor (Ministério Público Federal) filed a judicial civil proceeding against us with the same claims requested on the lawsuit brought by the environmental public prosecutor of possible loss and, therefore, no provision was recorded in conformity with Management’s judgment.the State of Rio de Janeiro, described above.

For further information on our legal proceedings and contingencies, see Note 19Notes 17 and 18 to our consolidated financial statements.

Dividend Policy

General


table of contents

Subject to certain exceptions set forth in Brazilian Corporate Law, our bylaws require that we pay a yearly minimum dividend equal to 25% of our adjusted net profits, calculated in accordance with Brazilian Corporate Law. Proposals to declare and pay dividends in excess of the statutory minimum dividend requirement are generally made at the recommendation of our Board of Directors and approved by the vote of our shareholders. Any such proposal will be dependent upon our results of operations, financial condition, cash requirements for our business, future prospects and other factors deemed relevant by our Board of Directors. Until December 2000, it had been our policy to pay dividends on our outstanding common shares not less than the amount of our required distributions for any particular fiscal year, subject to a determination by our Board of Directors that such distributions would be inadvisable in view of our financial condition. In December 2000, our Board of Directors decided to adopt a policy of paying dividends equal to all legally available net profits, after taking into consideration the following priorities: (i) our business strategy; (ii) the performance of our obligations; (iii) the accomplishment of our required investments; and (iv) the maintenance of our good financial status.

Pursuant to a change in Brazilian tax law effective January 1, 1996, Brazilian companies are also permitted to pay limited amounts of interest on stockholders’ equity to holders of equity securities and to treat these payments as an expense for Brazilian income tax purposes. These payments may be counted in determining if the statutory minimum dividend requirement has been met, subject to shareholder approval.


Table of Contents

For dividends declared during the past threefour years, see “Item 3A. Selected Financial Data.”

At our Annual Shareholders’ Meeting of April 27, 2012,25, 2014, our shareholders approvedratified the payment of R$610 million as dividends and R$190 million as interest on shareholders’ equity relating to 2011, in2013, which were already approved by the total amountBoard of R$1,200 million as dividends.Directors Meeting held on August 6, 2013, and on November 13, 2013 and paid to the shareholders.

Amounts Available for Distribution

At each Annual Shareholders’ Meeting, our Board of Directors is required to recommend how our earnings for the preceding fiscal year are to be allocated. For purposes of Brazilian Corporate Law, a company’s income net of income tax and social contribution for any one fiscal year, any accumulated losses from prior fiscal years and amounts allocated to employees’ and management’s participation in earnings, represents its “net profits” for that fiscal year.

In accordance with Brazilian Corporate Law, an amount equal to 50% of our net profits as further (i) reduced by amounts allocated to the legal reserve; (ii) reduced by amounts allocated to the contingency reserve and the tax incentive reserve, if any; and (iii) increased by the eventual reversion of any contingency reserves constituted in prior years, will be available for distribution to shareholders in any particular year (“Distributable Amount”).

Legal Reserve. Under Brazilian Corporate Law, we are required to maintain a “legal reserve” to which we must allocate 5% of our “net profits” for each fiscal year until the amount of the reserve equals 20% of our paid-in capital. However, we are not required to make any allocations to our legal reserve in a year in which the legal reserve, when added to our other established capital reserves, exceeds 30% of our capital stock. The amounts allocated to such reserve must be approved by our shareholders in the Annual Shareholders’ Meeting, and may be used to increase our capital stock or to offset losses and, therefore, are not available for the payment of dividends.

Discretionary (or Statutory) Reserves.Under Brazilian Corporate Law, any corporation may provide in its by-laws for the creation of additional reserves, provided that the maximum amount that may be allocated to such reserves, the purpose of such reserves and the allocation criteria of such reserves are specified. There can notcannot be any allocation to such reserves if it affects payment of the Mandatory Dividend (as defined below). Our by-laws currently provide that our Board of Directors may propose to our shareholders the deduction of at least 1% from our net profits to be allocated to a Working Capital and Investments Reserve. Constitution of such reserve will not affect payment of the Mandatory Dividend. Our by-laws do not provide for any other discretionary reserve.

Contingency Reserve.Under Brazilian Corporate Law, a percentage of our “net profits” may be allocated to a contingency reserve for estimable losses that are considered probable in future years. Any amount so allocated in a prior year must either be reserved in the fiscal year in which the loss had been anticipated if the loss does not occur as projected or be written off in the event that the anticipated loss occurs.


table of contents

Tax Incentive Reserve.Our shareholders in a shareholders’ meeting may, following a management’s proposal, allocate to a tax incentive reserve the portion of our “net profits” resulting from donations or governmental grants for investments, which may be excluded from the taxable basis of the Mandatory Dividend (as defined below).Dividend. Our by-laws currently do not provide for such reserve.

Unrealized Profits Reserve. Under Brazilian Corporate Law, the amount by which the Mandatory Dividend exceeds our realized net profits in a given fiscal year may be allocated to an unrealized profits reserve. Brazilian Corporate Law defines “realized net profits” for the period as the amount by which our “net profits” exceeds the sum of (i) positive equity net results and (ii) the net profits, gains or returns that will be realized after the end of the subsequent fiscal year. “Net profits” allocated to the unrealized profits reserve must be added to the next Mandatory Dividend (as defined below) distribution after those profits have been realized, if they have not been used to absorb losses in subsequent periods.

Retained Earnings Reserve. Under Brazilian Corporate Law, our shareholders may decide at a general shareholders’ meeting to retain a portion of our net profits that isas provided for in a previously approved capital expenditure budget. No allocation of net profits may be made to the retained earnings reserve in case such allocation affects the payment of athe Mandatory Dividend (as defined below).Dividend.


Table of Contents

The balance of our profit reserves, except those for contingencies, tax incentives and unrealized profits, shall not be greater than our capital stock. If such reserves reach this limit, the manner in which such surplus is used will be decided at a shareholders’ meeting.

For purposes of determining reserve amounts, the calculation of “net profits” and allocations to reserves for any fiscal year are determined on the basis of financial statements prepared in accordance with Brazilian Corporate Law. The consolidated financial statements included herein have been prepared in accordance with IFRS and, although our allocations to reserves and dividends will be reflected in the financial statements, investors will not be able to calculate the allocations or required dividend amounts from the consolidated financial statements.

Capital Reserve.Under Brazilian Corporate Law, the capital reserve consists of premiums from the issuance of shares, goodwill reserves from mergers, sales of founders' shares, and sales of warrants,.warrants. Amounts allocated to our capital reserve are not taken into consideration for purposes of determining Mandatory Dividends (as defined below).Dividends. Our capital stock is not currently represented by founders' shares. In our case, any amounts allocated to the capital reserve may only be used to increase our capital stock, to absorb losses that surpass accumulated profits and profit reserves, or to redeem, reimburse or purchase shares.

Mandatory Dividend

Under our bylaws, we are required to distribute to shareholders as dividends in respect of each fiscal year ending on December 31, to the extent profits are available for distribution, an amount equal to at least 25% of the Distributable Amount (the “Mandatory Dividend”) in any particular year, which amount shall include any interest paid on capital during that year. See “Additional Payments on Shareholders’ Equity” below. In addition to the Mandatory Dividend, our Board of Directors may recommend that shareholders receive an additional payment of dividends from other funds legally available. Any payment of interim dividends may be netted against the amount of the Mandatory Dividend for that fiscal year. Under Brazilian Corporate Law, if the Board of Directors determines prior to the Annual Shareholders’ Meeting that payment of the Mandatory Dividend for the preceding fiscal year would be inadvisable in view of our financial condition, the Mandatory Dividend does not need to be paid. That type of determination must be reviewed by the Fiscal Committee, if one exists, and reported, together with the appropriate explanations, to the shareholders and to the CVM. Mandatory dividends not distributed as described above shall be registered as a special reserve and, if not absorbed by losses in subsequent fiscal years, shall be paid as a dividend as soon as our financial condition allows for it.

Payment of Dividends

We are required to hold Annual Shareholders’ Meetings within the first four months after the end of our fiscal year at which an annual dividend may be declared. Additionally, our Board of Directors may declare interim dividends. Under Brazilian Corporate Law, dividends are generally required to be paid to the holder of record on a dividend declaration date within 60 days following the date the dividend was declared, unless a shareholders’ resolutionshareholders’resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which the dividend was declared. A shareholder has a three-year period from the dividend payment date to claim dividends (or interest on shareholders’ equity as described under “Additional Payments on Shareholders’ Equity” below) in respect of its shares, after which we will no longer be liable for the dividend payments.


table of contents

Our payments of cash distributions on common shares underlying the ADSs will be made in Brazilian currency to our ADR custodian on behalf of our ADR depositary, whichdepositary. Our ADR custodian will then convert the proceeds into U.S. dollars and will cause the U.S. dollars to be delivered to our ADR depositary for distribution to holders of ADSs.

Additional Payments on Shareholders’ Equity

Since January 1, 1996, Brazilian companies have been permitted to pay interest on shareholders’ equity to holders of equity securities and to treat those payments as a deductible expense for Brazilian income tax purposes. The amount of interest payable on capital is calculated based on the TJLP – Long Term Interest Rate, as determined by the Central Bank, and applied to each shareholder’s portion of net equity. Brazilian Corporate Law establishes that current earnings are not included as part of the net equity.


Table of Contents

The TJLP is determined by the Central Bank on a quarterly basis. The TJLP is based on the annual profitability average of Brazilian public internal and external debt. The TJLP rate for the fourth quarter of 20112013 was 6%5.0%.

Interest on shareholders’ equity is deductible up to the greater of the following amounts: (i) 50% of the net profits, as determined for accounting purposes, for the current period of interest payment after the deduction of the social contribution on net profits and before the provision for income tax and the deduction of the amount of such interest; and (ii) 50% of the balance of accumulated earnings and profits reserves from prior years.

8B. Significant Changes

None

Item 9. The Offer and Listing

9A. Offer and Listing Details

Our capital stock is comprised of common shares without par value (ações ordinárias). On January 22, 2008, our shareholders approved a one-for-three split of our common shares. As a result of this stock split, each common share of our capital stock as of January 22, 2008 became represented by three common shares after the split. The same ratio of one common share for each ADS was maintained.  

On March 25, 2010, our shareholders approved a two-for-one split of our common shares. As a result of this stock split, each common share of our capital stock as of March 25, 2010 became represented by two common shares after the split. The same ratio of one common share for each ADS was maintained. See “Item 10.B. Memorandum and Articles of Association.”  

The following table sets forth information concerning the high and low closing sale prices and the average daily trading volume of our common shares on the BM&FBOVESPA (per common share) and the ADSs on the NYSE for the periods indicated.indicated:

 

Common Shares(1)

 

American Depositary Shares(1)

Common Shares(1)

American Depositary Shares(1)

US$ per Share(2)

 

Volume  

 

US$ per ADS  

 

Volume  

U.S.$ per Share(2)

 

Volume  

 

U.S.$ per ADS  

 

Volume  

High  

 

Low  

 

(Inthousands) 

 

High  

 

Low  

 

(Inthousands) 

High  

 

Low  

 

(Inthousands) 

 

High  

 

Low  

 

(Inthousands) 

2006:

 

 

 

 

 

 

 

 

 

 

 

2009:

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

6.19

 

3.49

 

4,216

6.23

 

3.57

 

5,596

 

18.45

 

6.03

 

4,930

 

18.61

 

6.00

 

7,214

2007:

 

 

 

 

 

 

 

 

 

 

 

Year end

 

14.90

 

4.67

 

5,330

15.28

 

4.71

 

6,977

2008:

 

 

 

 

 

 

 

 

 

 

 

Year end

 

25.63

 

4.12

 

5,761

25.51

 

3.94

 

9,222

2009:

 

 

 

 

 

 

 

 

 

 

 

Year end

 

18.45

 

6.03

 

4,936

18.61

 

6.00

 

7,218

2010:

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

20.03

 

14.25

 

4,739

20.00

 

14.01

 

6,577

Second quarter

 

20.81 

 

13.37

 

4,035

20.76

 

13.16

 

6,386

Third quarter

 

17.37

 

14.53

 

3,143

17.67

 

14.34

 

4,353

Fourth quarter

 

17.78

 

15.21

 

2,666

18.21

 

15.54

 

4,202

2010:

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

20.81

 

13.37

 

3,637

20.76

 

13.16

 

5,360

 

20.81

 

13.37

 

3,637

 

20.76

 

13.38

 

5,360

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year End

 

17.98

 

7.23

 

3,422

 

18.33

 

7.31

 

4,840

2012

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

17.98

 

15.24

 

3,036

18.33

 

15.41

 

4,377

 

10.83

 

8.09

 

3,958

 

10.88

 

8.53

 

5,486

Second quarter

 

16.81

 

11.60

 

3,169

17.22

 

11.81

 

4,453

 

9.58

 

5.23

 

3,914

 

9.63

 

5.24

 

5,078

Third quarter

 

12.55

 

7.89

 

3,780

12.62

 

7.94

 

5,932

 

6.80

 

4.56

 

6,435

 

6.78

 

4.55

 

7,331

Fourth quarter

 

9.66

 

7.23

 

3,683

9.89

 

7.31

 

4,573

 

5.84

 

4.75

 

4,940

 

5.90

 

4.72

 

6,695

Year End

 

17.98

 

7.23

 

3,422

18.33

 

7.31

 

4,840

 

10.83

 

4.56

 

4,817

 

10.88

 

4.55

 

6,148

2012

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

5.56

 

3.88

 

5,561

 

5.39

 

3.91

 

5,213

Second quarter

 

4.31

 

2.45

 

7,866

 

4.00

 

2.54

 

6,103

Third quarter

 

4.14

 

2.14

 

8,381

 

4.06

 

2.24

 

6,822

Fourth quarter

 

6.08

 

3.95

 

6,216

 

5.93

 

4.00

 

6,753

Year End

 

6.08

 

2.14

 

7,047

 

5.93

 

2.24

 

6,239

2014

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

10.83

 

8.09

 

3,958

10.88

 

8.53

 

5,486

 

5.96

 

3.59

 

6,905

 

5.92

 

3.63

 

6,080

                        

table of contents

Month Ended:

October 31, 2011

 

9.66

 

7.23

 

4,623

9.89

7.46

5,858

November 30, 2011

 

9.51

 

7.54

 

3,650

9.70

7.55

4,319

December 31, 2011

 

8.84

 

7.35

 

2,819

8.76

7.31

3,542

January 31, 2012

 

10.54

 

8.09

 

3,626

10.54

8.53

5,393

February 29, 2012

 

10.83

 

10.05

 

4,290

10.88

10.10

5,595

March 31, 2012

 

10.78

 

9.45

 

3.989

10.73

9.46

5,470

          

October 31, 2013

 

5.39

 

4.04

 

7,597

 

5.31

 

3.97

 

9,388

November 30, 2013

 

5.54

 

4.86

 

5,616

 

5.41

 

4.98

 

6,064

December 31, 2013

 

6.08

 

4.81

 

5,146

 

5.95

 

4.91

 

4,522

January 31, 2014

 

5.96

 

4.36

 

7,208

 

5.77

 

4.38

 

6,977

February 28, 2014

 

4.82

 

4.24

 

5.540

 

4.70

 

4.35

 

5,410

March 31, 2014

 

4.46

 

4.33

 

6.213

 

4.45

 

4.34

 

5,788

              


Table of Contents

 

Source: Economática.

(1)

Prices and volumes of our common shares and ADSs have been adjusted to reflect the two-for-one stock split occurred in March 2010 whereby each common share of our capital stock on March 25, 2010 became represented by two common shares. See “Item 10.B. Memorandum and Articles of Association.”

(2)

U.S. dollar amounts have been translated fromreaisat the exchange rates in effect on the respective dates of the quotations for the common shares set forth above. These U.S. dollar amounts may reflect exchange rate fluctuations and may not correspond to changes in nominalreaisprices over time.

 

As of April 18, 2012,29, 2014, the closing sale price (i) per common share on the BM&FBOVESPA was of R$17.278.79 and (ii) per ADS on the NYSE was of US$9.22.U.S.$3.94. The ADSs are issued under a deposit agreement and JP Morgan Bankserves as depositary under that agreement.  

As of December 31, 2011,2013, approximately 374344 million, or approximately 25.6%23.6%, of our outstanding common shares were held through ADSs. Substantially all of these ADSs were held of record by The Depository Trust Company. In addition, our records indicate that on that date there were approximately 154202 record holders (other than our ADR depositary) with addresses in the U.S., holding an aggregate of approximately 5380 million common shares, representing 3.6%5.47% of our outstanding common shares.

9B. Plan of Distribution

Not applicable.

9C. Markets

The principal trading market for our common shares is BM&FBOVESPA. Our ADSs trade on the NYSE under the symbol “SID.”

Trading on the BM&FBOVESPA and NYSE

CSN shares traded in the market are comprised of ordinary shares without nominal value. Ordinary shares are traded on the Brazilian Stock Exchange, BM&FBOVESPA, under the code CSNA3. Our ADSs, each one representing an ordinary share, are traded on the New York Stock Exchange, NYSE, under the code SID.

 

In 2000, the BM&FBOVESPA was reorganized through the execution of a memoranda of understanding by the Brazilian stock exchanges. Under the memoranda, all securities in Brazil are now traded only on the BM&FBOVESPA. When shareholders trade in common and preferred shares on the BM&FBOVESPA, the trade is settled in three business days after the trade date without adjustment of the purchase price for inflation. The seller is ordinarily required to deliver the shares to the exchange on the third business day following the trade date. Delivery of and payment for shares are made through the facilities of BM&FBOVESPA’s clearinghouse.  

The BM&FBOVESPA is significantly less liquid than the NYSE or other major exchanges in the world. As of December 2011,2013, the aggregate market capitalization of the BM&FBOVESPA was equivalent to R$2.32.4 trillion (or US$1.2U.S.$1.0 trillion). In contrast, as of December 2011,2013, the aggregate market capitalization of the NYSE was US$11.8 U.S.$17.9trillion. The average daily trading volume of the BM&FBOVESPA and NYSE for December 20112013 was of approximately R$6.07.4 billion (or US$3.2U.S.$3.5 billion) and US$53.7U.S.$64 billion, respectively. Although any of the outstanding shares of a listed company may trade on the BM&FBOVESPA, in most cases fewer than half of the listed shares are actually available for trading by the public, since the remaining shares are generally being held by small groups of controlling persons, by government entities or by one principal shareholder. See “Item 3. Risk Factors—Risks Relating to the ADSs and Our Common Shares—The relative volatility and illiquidity of the Brazilian securities markets may substantially limit theyour ability of holders of our common shares or ADSs to sell the common shares underlying the ADSs at the price and time and price they desire.”you desire”


table of contents

As of December 31, 2011,2013, we accounted for approximately 0.95%0.84% of the market capitalization of all listed companies on the BM&FBOVESPA.

The following table reflects the fluctuations in the Ibovespa index during the periods indicated:


Table of Contents

Ibovespa Index

 

 

 

 

 

 

 

 

 

 

 

 

 

High  

 

Low  

 

Close  

 

High  

 

Low  

 

Close  

 

 

 

 

 

 

 

 

 

 

 

 

2006

 

44,526 

 

     32,847 

 

       44,473 

2007

 

65,790 

 

     41,179 

 

       63,886 

2008

 

73,516 

 

     29,435 

 

       37,550 

2009

 

69,349

 

36,234

 

68,588

 

69,349

 

36,234

 

68,588

2010

 

72,995

 

58,192

 

69,304

 

72,995

 

58,192

 

69,304

2011

 

71,632

 

48,668

 

56,754

 

71,632

 

48,668

 

56,754

2012

 

68,394

 

52,481

 

60,952

2012 (through March 31)

68,394

57,829

64,510

2013

 

63,472

 

44,816

 

51,507

2014 (through March 31)

 

51,794

 

44,904

 

51,701

 

The IBOVESPA index closed at 64,51051,701 on March 31, 2012.2014. Trading on the BM&FBOVESPA by nonresidents of Brazil is subject to certain limitations under Brazilian foreign investment legislation. See “Item 10D. Exchange Controls.”  

Regulation of the Brazilian Securities Markets

The Brazilian securities markets are regulated by CVM, which has authority over stock exchanges and the securities markets in general, and by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. The Brazilian securities market is governed by Law No. 6,385 dated December 7, 1976, as amended, or the Brazilian Securities Law, Brazilian Corporate Law and regulations issued by CVM.

Under Brazilian Corporate Law, a company is either public, acompanhia aberta, such as CSN, or private, acompanhia fechada. All public companies are registered with CVM and are subject to reporting and regulatory requirements.

Trading in securities on the BM&FBOVESPA may be suspended at the request of a company in anticipation of a material announcement. The company should also suspend its trading on international stock exchanges where its securities are traded. Trading may also be suspended on the initiative of the BM&FBOVESPA or CVM, among other reasons, based on or due to a belief that a company has provided inadequate information regarding a material event or has provided inadequate responses to the inquires by CVM or the BM&FBOVESPA.

The Brazilian Securities Law and the regulations issued by CVM provide for, among other things, disclosure requirements, restrictions on insider trading and price manipulation, as well as protection of minority shareholders. However, the Brazilian securities markets are not as highly regulated and supervised as the United States securities markets or markets in certain other jurisdictions.

Disclosure Requirements


table of contents

According to Law No 6,385, a publicly held company must submit to CVM and BM&FBOVESPA certain periodic information, including annual and quarterly reports prepared by management and independent auditors. This legislation also requires companies to file with CVM shareholder agreements, notices of shareholders’ meetings and copies of the related minutes.

Pursuant to CVM Resolution No. 358, of January 3, 2002, as recently modified by CVM Instruction No. 547, of January 5, 2014, CVM revised and consolidated the requirements regarding the disclosure and use of information related to material facts and acts of publicly held companies, including the disclosure of information in the trading and acquisition of securities issued by publicly held companies.

Such requirements include provisions that:

·        Establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, resolutions of the shareholders at a shareholders’ meetingandmeeting and of management of the company, or any other facts related to a company’s business (whether occurring within the company or otherwise somehow related thereto) that may influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities’ underlying rights;


Table of Contents

·        Specify examples of facts that are considered to be material, which include, among others, the execution of agreements providing for the transfer of control of the company, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the company, and any corporate restructuring undertaken among related companies;

·        Oblige the investor relations officer, controlling shareholders, other officers, directors, members of the audit committee and other advisory boards to disclose material facts;

·        Require simultaneous disclosure of material facts to all markets in which the corporation’s securities are admitted for trading;

·        Require the acquirer of a controlling stake in a corporation to disclose material facts, including its intentions as to whether or not to de-list the corporation’s shares within one year from the acquisition of such controlling stake;

·        Establish rules regarding disclosure requirements in the acquisition and disposal of a material ownership interest; and

·        Forbid trading on the basis of material non-public information.

Pursuant to CVM Rule No. 480.480, of December 7, 2009, CVM expandsexpanded the quantity and improvesimproved the quality of information reported by issuers in Brazil. This Rule represents a significant step forward in providing the market with greater transparency over securities issuers.  For that purpose, the Annual Information Report (IAN) was replaced byissuers and provides for issuers to file annually a more comprehensive and opinative reference form (Formulário de Referência), which comprises the information requested byIAN and several other data required under CVM Rule No. 400. of December 29, 2003, which were previously subject to disclosure only upon a public offering.

The.The reference form (Formulário de Referência) is in line with the Shelf Registration System recommended by the International Organization Securities Commission (IOSCO) and adopted in other countries (England and the United States, among others), by means of which the information regarding an specific issuer is consolidated into one document and is subject to periodic update (the “Shelf Document”). This mechanism offers the investor the possibility to analyze one single document for relevant information about the issuer.

CVM Rule No. 480.480 also created two groups of issuers per type of securities traded. Group A issuers are authorized to trade in any securities, whereas Group B issuers must not trade in stocks, depositary receipts (BDRs, Units) and securities convertible or exchangeable into stocks or depositary receipts. The greater extend of Group A authorization is followed by more stringent disclosure and reporting requirements. We, as issuers of stocks, are part of Group A and, as such, are subject to more stringent disclosure and reporting requirements.

CVM has also enacted Rule No. 481.481, of December 17, 2009 to regulate two key issues involving general meetings of shareholders in publicly held companies: (i) the extent of information and documents to be provided insupport of call notices (subject to prior disclosure to shareholders); and (ii) proxy solicitation for exercise of voting rights.


table of contents

CVM Rule No. 481.481 is intended to (i) improve the quality of information disclosed by publicly held companies to shareholders and to the market in general, favoring the use of Internet as a vehicle to that end; (ii) make the exercise of voting rights less costly and foster the participation of shareholders in general meetings, specially for companies with widely dispersed capital; and, consequently (iii) facilitate the oversight of corporate businesses.

9D. Selling Shareholders

Not applicable.


Table of Contents

9E. Dilution

Not applicable.

9F. Expenses of the Issue

Not applicable.

Item 10. Additional Information

10A. Share Capital

Not applicable.

10B. Memorandum and Articles of Association

Registration and Corporate Purpose

We are registered with the Department of Trade Registration under number 15,910. Our corporate purpose, as set forth in Article 2 of our bylaws, is to manufacture, transform, market, import and export steel products and steel derived by-products, as well as to explore other activities that are directly or indirectly related to our corporate purpose, including: mining, cement and carbochemical business activities, the manufacture and assembly of metallic structures, construction, transportation, navigation and port activities.

Directors’ Powers

Pursuant to our bylaws, a director may not vote on a proposal, arrangement or contract in which the director’s interests conflict with our interests. In addition, our shareholders must approve the compensation of our management and, in case a global amount is fixed, our Board of Directors is responsible for allocating individual amounts of management compensation. There is no mandatory retirement age for our directors. A detailed description of the general duties and powers of our Board of Directors may be found in “Item 6A. Directors and Senior Management.”

Description of Capital Stock

Set forth below is certain information concerning our capital stock and a brief summary of certain significant provisions of our bylaws and Brazilian Corporate Law applicable to our capital stock. This description does not purport to be complete and is qualified by reference to our bylaws and to Brazilian law. For further information, see our bylaws, which have been filed as an exhibit to this annual report. 

Capital Stock

On August 2, 2011 we cancelled 25,063,577 of our shares which were held in treasury at that time.  On December 31, 20112013 our capital stock was composed of 1,457,970,108 common shares. Our bylaws authorize the Board of Directors to increase the capital stock up to 2,400,000,000 common shares without an amendment to our bylaws. There are currently no classes or series of preferred shares issued or outstanding. We may purchase our own shares for purposes of cancellation or to hold them in treasury subject to certain limits and conditionsestablished by the CVM and Brazilian Corporate Law. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”


table of contents

Liability for Further Capital Calls

Pursuant to Brazilian Corporate Law, a shareholder’s liability is generally limited to the issue price of the subscribed or purchased shares. There is no obligation of a shareholder to participate in additional capital calls.


Table of Contents

Voting Rights

Each common share entitles the holder to one vote at our shareholders’ meetings. According to a CVM ruling,regulations, shareholders that represent at least 5% of our common shares may request cumulative voting in an election of our Board of Directors. Pursuant to Brazilian Corporate Law, shareholders holding at least 15% of our common shares have the right to appoint a member of our Board of Directors.

Shareholders’ Meetings

Pursuant to Brazilian Corporate Law, the shareholders present at an annual or extraordinary shareholders’ meeting, convened and held in accordance with Brazilian Corporate Law and our bylaws are empowered to decide all matters relating to our corporate purpose and to pass any resolutions they deem necessary for our protection and well-being.

In order to participate in a shareholders’ meeting, a shareholder must be a record owner of the share on the day the meeting is held, and may be represented by a proxy.

Shareholders’ meetings are called, convened and presided over by the Chairman or Vice-Chairman of our Board of Directors.Directors or, in his absence, by whom he appoints. Brazilian Corporate Law requires that our shareholders’ meeting be convened by publication of a notice in theDiário Oficial do Estado de São Paulo, the official government publication of the State of São Paulo, and in a newspaper of general circulation in Brazil and in the city in which our principal place of business is located, currently the Jornal Valor Econômico, at least 15 days prior to the scheduled meeting date and no fewer than three times.  We have changed to theDiário Oficial do Estado de São Paulo as a result of the transfer of our headquarters to São Paulo and as approved by our shareholders by unanimous vote at our shareholders’ meeting held on May 30, 2011. Both notices must contain the agenda for the meeting and, in the case of an amendment to our bylaws, an indication of the subject matter.

In order for a shareholders’ meeting to be held, shareholders representing a quorum of at least one-fourth of the voting capital must be present, except for meetings convened to amend our bylaws, where shareholders representing at least two-thirds of the voting capital must be present. A shareholder may be represented at a shareholders’ meeting by means of a proxy, appointed not more than one year before the meeting, who must be either a shareholder, a company officer or a lawyer. For public companies, such as we are, the proxy may also be a financial institution. If no quorum is present, notice must be given in the manner described above, no fewer than eight days prior to the scheduled meeting date. On second notice, the meeting may be convened without a specific quorum requirement, subject to the minimum quorum and voting requirements for certain matters, as described below. A holder of shares with no voting rights may attend a shareholders’ meeting and take part in the discussion of matters submitted for consideration.

Except as otherwise provided by law, resolutions passed at a shareholders’ meeting require a simple majority vote, abstentions not considered. Pursuant to Brazilian Corporate Law, the approval of shareholders representing at least one-half of the issued and outstanding voting shares is required for the following actions: (i) to create a new class of preferred shares or disproportionately increase an existing class of preferred shares relative to the other classes of preferred shares, to change a priority, preference, right, privilege or condition of redemption or amortization of any class of preferred shares or to create any class of non-voting preferred shares that has a priority, preference, right, condition or redemption or amortization superior to an existing class of shares (in these cases, a majority of the issued and outstanding shares of the affected class is also required); (ii) to reduce the Mandatory Dividend; (iii) to change our corporate purpose; (iv) to merge into or consolidate with another company or to spin-off our assets; (v) to dissolve or liquidate our Company; (vi) to cancel any liquidation procedure; (vii) to authorize the issuance of founders’ shares; and (viii) to participate in a centralized group of companies as defined under Brazilian Corporate Law.


table of contents

Pursuant to Brazilian Corporate Law, shareholders voting at a shareholders’ meeting have the power to: (i) amend our bylaws; (ii) elect or dismiss members of our Board of Directors (and members of the Fiscal Committee) at any time; (iii) receive and approve the annual management accounts, including the allocation of net profits and the distributable amounts for payment of the mandatory dividends and allocation to the various reserve accounts; (iv) authorize the issuance of debentures in general; (v) suspend the rights of a shareholder who has violated Brazilian Corporate Law or our bylaws; (vi) accept or reject the valuation of assets contributed by ashareholdera shareholder in consideration of the subscription of shares in our capital stock; (vii) authorize the issuance of founders’ shares; (viii) pass resolutions authorizing reorganization of our legal form, a merger, consolidation or split of the company, dissolution and liquidation of the company, election and dismissal of our liquidators and to examine their accounts; and (ix) authorize management to declare the company insolvent and to request arecuperação judicial orrecuperação extrajudicial (a procedure involving protection from creditors similar in nature to a reorganization under the U.S. Bankruptcy Code), among others.


Table of Contents

Redemption Rights

Our common shares are not redeemable, except that a dissenting and adversely affected shareholder is entitled, under Brazilian Corporate Law, to obtain redemption upon a decision made at a shareholders’ meeting by shareholders representing at least one halfone-half of the issued and outstanding voting shares to: (i) create a new class of preferred shares or to disproportionately increase an existing class of preferred shares relative to the other classes of preferred shares (unless these actions are provided for or authorized by our bylaws); (ii) modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares, or to create a new class with greater privileges than an existing class of preferred shares; (iii) reduce the mandatory distribution of dividends; (iv) change our corporate purpose; (v) merge us with another company or consolidate us; (vi) transfer all of our shares to another company in order to make us a wholly-owned subsidiary of that company (incorporação); (vii) approve the acquisition of control of another company at a price that exceeds certain limits set forth under Brazilian Corporate Law; (viii) approve our participation in a centralized group of companies as defined under Brazilian Corporate Law; (ix) conduct a spin-off that results in (a) a change of corporate purpose, (b) a reduction of the Mandatory Dividend or (c) any participation in a group of companies as defined under Brazilian Corporate Law; or (x) in the event that the entity resulting from (a) a merger or consolidation, (b) anincorporação as described above or (c) a spin-off of a listed company fails to become a listed company within 120 days of the shareholders’ meeting at which the decision was taken. The right o f redemption lapses 30 days after publication of the minutes of the relevant shareholders’ meeting. We would be entitled to reconsider any action giving rise to redemption rights within 10 days following the expiration of those rights, if the redemption of shares of dissenting shareholders would jeopardize our financial stability. Law No. 9,457 dated May 5, 1997, which amended Brazilian Corporate Law, contains provisions which, among others, restrict redemption rights in certain cases and allow companies to redeem their shares at their market value, subject to certain requirements. According to Brazilian Corporate Law, the reimbursement value of the common shares must equal the book value, which is determined by dividing our net assets by the total number of shares issued by us, excluding treasury shares (if any).

Preemptive Rights

Except as provided for in Brazilian Corporate Law (such as in the case of mergers and public offerings), our bylaws allow each of our shareholders a general preemptive right to subscribe to shares in any capital increase, in proportion to his or her ownership interest. A minimum period of 30 days following the publication of notice of a capital increase is allowed for the exercise of the right and the right is transferable. In the event of a capital increase that would maintain or increase the proportion of capital represented by common shares, holders of ADSs will have preemptive rights to subscribe only to newly issued common shares. In the event of a capital increase that would reduce the proportion of capital represented by common shares, holders of ADSs will have preemptive rights to subscribe for common shares, in proportion to their ownership interest, only to the extent necessary to prevent dilution of their interest in us.

Form and Transfer

As our common shares are in registered form, the transfer of shares is governed by the rules of Article 31, paragraph 3, of Brazilian Corporate Law, which provides that a transfer of shares is effected by a transfer recorded in a company’s share transfer records upon presentation of valid share transfer instructions to the company by a transferor or its representative. When common shares are acquired or sold on a Brazilian stock exchange, thetransfer is effected on our records by a representative of a brokerage firm or the stock exchange’s clearing system. Transfers of shares by a non-Brazilian shareholder are made in the same way and are executed by such shareholders’ local agent.

122


table of contents


Table of Contents

The BM&FBOVESPA operates a central clearing system. A holder of our common shares may choose, at its discretion, to participate in this system and, in that case, all shares elected to be put into this system will be deposited in the custody of the BM&FBOVESPA (through a Brazilian institution duly authorized to operate by the Central Bank and having a clearing account with the BM&FBOVESPA). The fact that those common shares are held in the custody of the BM&FBOVESPA will be reflected in our register of shareholders. Each participating shareholder will, in turn, be registered in our register of beneficial shareholders maintained by the BM&FBOVESPA and will be treated in the same way as registered shareholders.

Limitations on Ownership and Voting Rights by non-Brazilians Shareholders

There are no restrictions on ownership or voting of our common shares by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit those amounts outside Brazil is subject to exchange control restrictions and foreign investment legislation which generally require, among other things, obtaining a Certificate of Registration under the Brazilian National Monetary Council’s Resolution No. 2,689 or its direct foreign investment regulations. See “Item 10D. Exchange Controls.”

Share Ownership Disclosure

There are no provisions in our bylaws governing the ownership threshold above which shareholder ownership must be disclosed. CVM regulations require the disclosure of (i) the acquisition of 5% of any class of capital stock of a listed company and any subsequent acquisition or disposition of at least 5% of any such class of capital stock, (ii) acquisition of control of a listed company and (iii) the ownership of shares of capital stock of a listed company by members of such company’s Board of Executive Officers, Board of Directors, Audit Committee, Fiscal Committee (if any) and any other consulting or technical body (if any) and certain relatives of those persons.  

10C. Material Contracts

 None. 

10D. Exchange Controls

There are no restrictions on ownership or voting of our common shares by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of common shares into foreign currency and to remit those amounts outside Brazil is subject to exchange control restrictions and foreign investment legislation which generally require, among other things, obtaining a Certificate of Registration under the Brazilian National Monetary Council’s Resolution No. 2,689 or its direct foreign investment regulations.

Resolution No. 2,689 dated March 31, 2000, introduced new rules to facilitate foreign investment in Brazil. The principal changes for foreign investors entering the Brazilian market include:

·      the removal of restrictions on investments by portfolio composition (e.g., equities, fixed income and derivatives); and

·      permission for foreign individuals and corporations to invest in the Brazilian market, in addition to foreign institutional investors.

Prior to Resolution No. 2,689, foreign investors had to leave and reenter the country in order to switch their investments from equity to fixed income. Now foreign investors can freely switch their investments without leaving the local market. Foreign investors registered with the CVM and acting through authorized custody accounts and a legal representative may buy and sell any local financial product traded on the local exchanges and registered on the local clearing systems, including shares on the BM&FBOVESPA, without obtaining separate Certificates ofRegistration for each transaction. Pursuant to Resolution No. 2,689, as amended, investors are also generally entitled to favorable tax treatment. See “Item 10E. Taxation—Brazilian Tax Considerations.”

123


table of contents

A Certificate of Registration has been issued in the name of JP Morgan Chase Bank N.A., as our ADR depositary, and is maintained by theItaú Corretora de Valores S.A., our ADR custodian, on behalf of our ADR depositary. Pursuant to the Certificate, our ADR custodian and our ADR depositary are able to convert dividends and other distributions with respect to the common shares represented by ADSs into foreign currency and remit theproceedsthe proceeds outside Brazil. In the event that a holder of ADSs surrenders its ADSs for common shares, that holder will be entitled to continue to rely on our ADR depositary’s Certificate of Registration for only five business days after the surrender, following which the holder must obtain its own Certificate of Registration. Thereafter, unless the common shares are held pursuant to Resolution No. 2,689 or direct foreign investment regulations, the holder may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, those common shares, and the holder generally will be subject to less favorable Brazilian tax treatment than a holder of ADSs. See “Item 10E. Taxation—Brazilian Tax Considerations.”


Table of Contents

A non-Brazilian holder of common shares may experience delays in obtaining a Certificate of Registration, which may delay remittances abroad. This kind of delay may adversely affect the amount, in U.S. dollars, received by the non-Brazilian holder.

Under current Brazilian legislation, the Brazilian government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments. For approximately nine months in 1989 and early 1990, the Brazilian government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors in order to conserve Brazil’s foreign currency reserves. These amounts were subsequently released in accordance with Brazilian government directives. See “Item 3D. Risk Factors—Risks Relating to our Common Shares and ADSs—If holders ofyou surrender your ADSs exchange the ADSs forand withdraw common shares, theyyou risk losing the ability to remit foreign currency abroad and certain Brazilian tax advantages.”

For a description of the foreign exchange markets in Brazil, see “Item 3A. Selected Financial Data– Exchange Rates.”

10E. Taxation

The following is a summary of certain U.S. federal income and Brazilian tax consequences of the acquisition, ownership and disposition of our common shares or ADSs by an investor that holds such common shares or ADSs. This summary does not purport to address all material tax consequences of the acquisition, ownership and disposition of our common shares or ADSs, does not take into account the specific circumstances of any particular investor and does not address certain investors that may be subject to special tax rules.

This summary is based on the tax laws of the United States (including the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed Treasury regulations thereunder, published rulings and court decisions) and Brazil, as in effect on the date hereof, which are subject to change (or changes in interpretation), possibly with retroactive effect. In addition, this summary is based in part upon the representations of our ADSs depositary and the assumption that each obligation in our deposit agreement and any related agreement will be performed in accordance with its terms.

Although there is, at present, no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may result in such a treaty. Both countries have been accepting the offset of income taxes paid in one country against the income tax due in the other based on reciprocity. No assurance can be given, however, as to whether or when an income tax treaty will enter into force or how it will affect the U.S. Holders, as defined below, of our common shares or ADSs.

This discussion does not address any aspects of U.S. taxation (such as estate tax, gift tax and Medicare tax on net investment income) other than federal income taxation or any aspects of Brazilian taxation other than income, gift, inheritance and capital taxation. Prospective investors are urged to consult their own tax advisors regarding the Brazilian and U.S. federal, state and local tax consequences of the acquisition, ownership and disposition of our common shares and ADSs.

124


table of contents

Brazilian Tax Considerations

The following discussion summarizes the principal Brazilian tax consequences of the acquisition, ownership and disposition of common shares or ADSs by a holder that is not domiciled in Brazil for purposes of Brazilian taxation (a “Non-Resident Holder”“Non-Resident Holder”). It is based on Brazilian law as currently in effect. Any change in such law may change the consequences described below, possibly with retroactive effect. This discussion does not specificallyaddressspecifically address all of the Brazilian tax considerations applicable to any particular Non-Resident Holder. Each Non-Resident Holder of common shares or ADSs should consult their own tax advisor concerning the Brazilian tax consequences of an investment in our common shares or ADSs.


Table of Contents

A Non-Resident Holder of ADSs may withdraw them in exchange for common shares in Brazil. Pursuant to Brazilian law, the Non-Resident Holder may invest in common shares under Resolution 2,689, of January 26, 2000, of the National Monetary Council (a “2,689 Holder”“2,689 Holder”).

Taxation of Dividends and Interest on Shareholders’Shareholders’ Equity

Dividends, including stock dividends and other dividends, paid by us (i) to our ADSs depositary in respect of the common shares underlying the ADSs or (ii) to a Non-Resident Holder in respect of common shares, are currently not subject to Brazilian withholding income tax, as far as such amounts are related to profits generated on or after January 1, 1996. Dividends relating to profits generated prior to January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, depending on the year such profits have been generated.

Since 1996, Brazilian companies have been permitted to pay limited amounts of interest on shareholders' equity to holders of equity securities and to treat those payments as a deductible expense for purposes of its Brazilian income tax and social contribution on net profits tax basis. For tax purposes, this interest is limited to the daily pro rata variation of the Brazilian Federal Government's Long-Term Interest Rate (“TJLP”(“TJLP”), as determined by the Central Bank from time to time, multiplied by the net equity value of the Brazilian company, and the amount of the deduction may not exceed the greater of (i) 50% of the net income (before taking into account the amounts attributable to shareholders as interest on shareholders' equity and the provision of corporate income tax but after the deduction of the provision of the social contribution on net profits) related to the period in respect of which the payment is made; or (ii) 50% of the sum of retained profits and profits reserves as of the date of the beginning of the fiscal year in respect of which the payment is made. Payments of interest on shareholders' equity are decided by the shareholders on the basis of the recommendations of our Board of Directors.

Payment of interest on shareholders' equity to a Non-Resident Holder is subject to withholding income tax at the rate of 15%, or 25% if the Non-Resident Holder is domiciled in a tax haven.

For this purpose, a “tax haven”“tax haven” or ‘low-tax regime”‘low-tax regime” is a country or location (1) that does not impose income tax, (2) where the income tax rate is lower than 20% or (3) where the local legislation imposes restrictions on disclosing the shareholding composition or ownership of the investment (“(“Tax Haven Jurisdiction”Jurisdiction”). These payments of interest on shareholders' equity may be included, at their net value, as part of any mandatory dividend. To the extent payment of interest on shareholders' equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable Brazilian withholding income tax, plus the amount of declared dividends is at least equal to the mandatory dividend.

No assurance can be given that our board of directors will not recommend that future distributions of income should be made by means of interest on shareholders' equity instead of dividends.

Taxation of Gains

According to Law No. 10,833/03, the gains recognized on a disposition of assets located in Brazil, such as our common shares, by a Non-Resident Holder, are subject to withholding income tax in Brazil.  This rule is applicable regardless of whether the disposition is conducted in Brazil or abroad and/or if the disposition is or is not made to an individual or entity resident or domiciled in Brazil.

As a general rule, capital gains realized as a result of a disposition transaction are the positive difference between the amount realized on the disposition of the common shares and the respective acquisition cost.  

Capital gains realized by Non-Resident Holders on the disposition of common shares sold on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market):

·        are exempt, when realized by a Non-Resident Holder that (i) is a 2,689 Holder and (ii) is not resident or domiciled in a Tax Haven Jurisdiction;

125


table of contents


Table of Contents

·        are subject to income tax at a rate of 15% in case of gains realized by (A) a Non-Resident Holder that (i) is not a 2,689 Holder and (ii) is not resident or domiciled in a Tax Haven Jurisdiction; or (B) a Non-Resident Holder that (i) is a 2,689 Holder and (ii) is resident or domiciled in a Tax Haven Jurisdiction; and

·        are subject to income tax at a rate of up to 25% in case of gains realized by a Non-Resident Holder that (i) is not a 2,689 Holder and (ii) is resident or domiciled in a Tax Haven Jurisdiction.

As a general rule, capital gains realized as a result of a disposition transaction are the positive difference between the amount realized on the disposition of the common shares and the respective acquisition cost.

According to Law No. 10,833/03, the gains recognized on a disposition of assets located in Brazil, such as our common shares, by a Non-Resident Holder, are subject to withholding income tax in Brazil. This rule is applicable regardless of whether the disposition is conducted in Brazil or abroad and/or if the disposition is or is not made to an individual or entity resident or domiciled in Brazil.

A withholding income tax of 0.005% will apply and can be offset against any income tax due on the capital gain. Such withholding does not apply to a 2,689 Holder that is not resident or domiciled in a Tax Haven Jurisdiction.

Any other gains realized on the disposition of common shares that are not carried out on the Brazilian stock exchange:

·        are subject to income tax at a rate of 15% when realized by any Non-Resident Holder that is not resident or domiciled in a Tax Haven Jurisdiction, whether or not such holder is a 2,689 Holder; and

·        are subject to income tax at a rate of up to 25% when realized by a Non-Resident Holder that is resident or domiciled in a Tax Haven Jurisdiction, whether or not such holder is a 2,689 Holder.

In the cases described above, if the gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of 0.005% will also apply and can be offset against any income tax due on the capital gain.

Any exercise of preemptive rights relating to common shares will not be subject to Brazilian withholding income tax. Gains realized by a Non-Resident Holder on the disposition of preemptive rights will be subject to Brazilian income tax according to the same rules applicable to disposition of common shares.

In the case of a redemption of common shares or a capital reduction, the positive difference between the amount received by the Non-Resident Holder and the acquisition cost of the common shares redeemed inreais is treated as capital gain derived from the sale or exchange of shares not carried out on a Brazilian stock exchange market and is therefore subject to income tax at the rate of 15%, or 25%, as the case may be.

Sale of ADSs by U.S. Holders to Other Non-Residents in Brazil

As discussed above, pursuant to Law No. 10,833, the sale of assets located in Brazil involving Non-Resident Holders is subject to Brazilian withholding income tax. We believe that the ADSs do not fall within the definition of assets located in Brazil for the purposes of Law No. 10,833, and, thus, should not be subject to the Brazilian withholding tax. However, due to the lack of any administrative or judicial guidance, there is no assurance that such position would prevail.

Gains on the Exchange of ADSs for Common Shares

The withdrawal of ADSs in exchange for common shares is not subject to Brazilian income tax, assuming compliance with applicable regulation regarding the registration of the investment with Central Bank.

Gains on the Exchange of Common Shares for ADSs

The deposit of common shares in exchange for the ADSs may be subject to Brazilian withholding income tax on capital gains if the amount previously registered with the Central Bank as a foreign investment in common sharesor, in the case of other market investors under Resolution No. 2,689, the acquisition cost of the common shares, as the case may be, is lower than:

126


table of contents

·        the average price per common share on the Brazilian stock exchange on which the greatest number of such common shares were sold on the day of deposit; or

·        if no common shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of common shares were sold during the 15 preceding trading sessions.


Table of Contents

The difference between the amount previously registered, or the acquisition cost, as the case may be, and the average price of the common shares, calculated as set forth above, is considered a capital gain subject to income tax at a rate of 15%, or 25% if the Non-Resident Holder is resident or domiciled in a Tax Haven Jurisdiction.

Tax on Financial Transactions

The Tax on Financial Transactions(Imposto sobre Operações de Crédito, Câmbio e Seguro ou relativas a Títulos ou Valores Mobiliários), or “IOF”, is imposed on foreign exchange, securities, credit and insurance transactions.

IOF on Foreign Exchange Transactions

Tax on foreign exchange transactions, or “IOF/Exchange”, may be levied on foreign exchange transactions (conversion of foreign currency inreais and conversion ofreais into foreign currency), affecting either or both the inflow or outflow of investments. Currently, the general IOF/Exchange rate applicable to foreign currency exchange transactions is 0.38%.

The Brazilian Government may increase the rate of the IOF/Exchange to a maximum rate of 25% of the amount of the foreign exchange transactions at any time, but such an increase will only apply in respect to future foreign exchange transactions.

Currently, for most foreign exchange transactions related to this type of investment, the IOF/Exchange rate is zero.

IOF on Bonds and Securities Transactions

IOF may also be levied on transactions involving bonds and securities, or “IOF/Securities”, including those carried out on a Brazilian stock, futures or commodities exchanges. The rate of the IOF/Securities applicable to most transactions involving common shares is currently zero percent. Since November 19, 2009, the IOF/Securities levies at a rate of 1.5% on transfer of shares traded on the Brazilian stock exchange with the specific purpose of enabling the issuance of depositary receipts to be traded outside Brazil. The Brazilian Government may increase the rate of the IOF/Exchange up to 1.5% per day at any time, but such an increase will only apply in respect of future transactions.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of common shares or ADSs by a non-Brazilian holder, except for gift and inheritance taxes which are levied by some states of Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil to individuals or entities resident or domiciled within that state in Brazil. There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of common shares or ADSs.

U.S. Federal Income Tax Considerations

The summary discussion below is applicable to you only if you are a “U.S. Holder” (as defined below) that is not domiciled in Brazil (or domiciled or resident in a tax haven jurisdiction) for purposes of Brazilian taxation and, in the case of a holder of common shares, that has registered its investment in common shares with the Central Bank as a U.S. dollar investment. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”) andjudicial decisions, all as in effect on the date hereof, and all of which are subject to change (possibly with retroactive effect) and to differing interpretations.  This summary does not describe any implications under state, local or non-U.S. tax law, or any aspect of U.S. federal tax law (such as the estate tax, gift tax or the Medicare tax on net investment income) other than U.S. federal income taxation.

127


table of contents

This summary does not purport to address all the material U.S. federal income tax consequences that may be relevant to the holders of the common shares or ADSs, and does not take into account the specific circumstances of any particular investors, some of which (such as tax-exempt entities, banks or other financial institutions, insurance companies, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, regulated investment companies, real estate investment trusts, investors liable for the alternative minimum tax, partnerships and other pass-through entities, U.S. expatriates, investors that own or are treated as owning 10% or more of our voting stock, investors that hold the preferred shares or ADSs as part of a straddle, hedge, conversion or constructive sale transaction or other integrated transaction and persons whose functional currency is not the U.S. dollar) may be subject to special tax rules.

For purposes of this discussion, a U.S. Holder is any beneficial owner of common shares or ADSs that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source, or (iv) a trust if a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or if the trust validly elects under applicable Treasury regulations to be taxed as a U.S. person. A “Non-U.S. Holder” is any beneficial owner of common shares or ADSs that is an individual, corporation, estate or trust who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.


Table of Contents

If a partnership holds our common shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A prospective investor who is a partner of a partnership holding our shares should consult its own tax advisor.

In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, holders of ADRsAmerican Depositary Receipts evidencing ADSs will be treated as the owners of the common shares represented by those ADSs, and exchanges of common shares for ADSs, and ADSs for common shares, will not be subject to U.S. federal income tax.

Taxation of Dividends

U.S. Holders

Under the U.S. federal income tax laws, and subject to the passive foreign investment company (“PFIC”) rules discussed below, U.S. Holders will include in gross income, as dividend income, the gross amount of any distribution paid by us (including (i) payments considered “interest” in respect of stockholders’ equity under Brazilian law) (before reduction forlaw and (ii) amounts withheld in respect of Brazilian withholding taxes) out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) when the distribution is actually or constructively received by the U.S. Holder, in the case of common shares, or by our ADSs depositary, in the case of ADSs. Distributions in excess of current and accumulated earnings and profits, as determined under U.S. federal income tax principles, will be treated as a return of capital to the extent of the U.S. Holder’s adjusted tax basis in the common shares or ADSs and thereafter as capital gain, which will be either long-term or short-term capital gain depending on whether the U.S. holder held the common shares or ADSs for more than one year. We do not intend to maintain calculations of our earnings and profits under U.S. federal income tax principles and, unless and until such calculations are made, U.S. Holders should assume all distributions are made out of earnings and profits and constitute dividend income.

The dividend income will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Subject to certain exceptions for short-term and hedged positions certain non-corporate U.S. Holders (including individuals) may qualify for a maximum 15%20% rate of tax in respect of “qualified dividend income” received before January 1, 2013.received. Dividend income with respect to the ADSs will be qualified dividend income, provided that, in the year that a non-corporate U.S. Holder receives the dividend, theADSs are readily tradable on an established securities market in the United States, and we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Based on existing Internal Revenue Service (“IRS”) guidance, it is not entirely clear whether dividends received with respect to the common shares not held through ADSs will be treated as qualified dividend income, because the common shares are not themselves listed on a U.S. exchange.

128


table of contents

The amount of the dividend distribution includible in gross income of a U.S. Holder will be the U.S. dollar value of thereal payments made, determined at the spotreal/U.S. dollar rate on the date such dividend distribution is includible in the gross income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is includible in gross income to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss from sources within the United States and will not be eligible for the special tax rate applicable to qualified dividend income.

Dividends received by most U.S. holders will constitute foreign source “passive income” for foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign income taxes and certain exceptions for short-term and hedged positions, any Brazilian income tax withheld from dividends paid by us would be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability (or at a U.S. Holder’s election, may be deducted in computing taxable income if the U.S. Holder has elected to deduct all foreign income taxes paid or accrued for the relevant taxable year). The rules with respect to foreign tax credits are complex and U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

The U.S. Treasury Department has expressed concern that intermediaries in connection with depositary arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holders of depositary shares. Accordingly, investors should be aware that the discussion above regardingtheregarding the availability of foreign tax credits for Brazilian income tax withheld from dividends paid with respect to common shares represented by ADSs could be affected by future action taken by the U.S. Treasury Department.


Table of Contents

Distributions of additional common shares to U.S. Holders with respect to their common shares or ADSs that are made as part of a pro rata distribution to all our stockholders generally will not be subject to U.S. federal income tax.

Non-U.S. Holders

Dividends paid to a Non-U.S. Holder in respect of common shares or ADSs will not be subject to U.S. federal income tax unless those dividends are effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder (and(or are attributable to a permanent establishment maintained in the United States by the Non-U.S. Holder, if an applicable income tax treaty so requires as a condition for the Non-U.S. Holder to be subject to U.S. taxation on a net income basis in respect of income from common shares or ADSs), in which case the Non-U.S. Holder generally will be subject to U.S. federal income tax in respect of the dividends in the same manner as a U.S. Holder. Any such effectively connected dividends received by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional “branch profits tax” (at a 30% rate or at a reduced rate as may be specified by an applicable income tax treaty).

Taxation of Capital Gains

U.S. Holders

Subject to the PFIC rules discussed below, upon a sale, redemption or other taxable disposition of common shares or ADSs, a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized (before deduction of any Brazilian tax) and the U.S. Holder’s adjusted tax basis (determined in U.S. dollars) in the common shares or ADSs. Generally, the U.S. Holder’s gain or loss will be capital gain or loss.  Capital gain of a non-corporate U.S. Holder that is recognized before January 1, 2011 is generallyloss taxed at a maximum rate of 15%20% where the property is held for more than one year. The deductibility of capital losses is subject to limitations under the Code.

129


table of contents

If a Brazilian income tax is withheld on the sale, exchange or other taxable disposition of common shares or ADSs, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the Brazilian tax. Capital gain or loss, if any realized by a U.S. Holder on the sale, exchange or other taxable disposition of common shares or ADSs generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, in the case of a gain from the disposition of a share or ADS that is subject to Brazilian income tax (see “Taxation – Brazilian Tax Considerations – Taxation of Gains”), the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian income tax (i.e., because the gain from the disposition would be U.S. source income), unless the U.S. Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources. Alternatively, the U.S. Holder may take a deduction for the Brazilian income tax if it does not elect to claim a foreign income tax credit for any foreign taxes paid or accrued during the taxable year.

Non-U.S. Holders

A Non-U.S. Holder will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other taxable disposition of common shares or ADSs unless:

·        the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and(or is attributable to a permanent establishment maintained in the United States by that Non-U.S. Holder, if an applicable income tax treaty so requires as a condition for that Non-U.S. Holder to be subject to U.S. taxation on a net income basis in respect of gain from the sale or other disposition of the common shares or ADSs); or

·        in the case of a Non-U.S. Holder who is an individual, that Non-U.S. Holder is present in the United States for 183 or more days in the taxable year of the sale and certain other conditions apply.


Table of Contents

Effectively connected gains realized by a corporate Non-U.S. Holder may also, under certain circumstances, be subject to an additional branch profits tax (at a 30% rate or at a reduced rate as may be specified by an applicable income tax treaty).

Passive Foreign Investment Companies

Based on current estimates of our gross income, gross assets and the nature of our business, we believe that our common shares and ADSs should not be treated as stock of a PFIC for U.S. federal income tax purposes. There can be no assurances in this regard, however, because the application of the relevant rules is complex and involves some uncertainty. The PFIC determination is made annually and is based on the portion of our assets and income that is characterized as passive under the PFIC rules. Moreover, our business plans may change, which may affect the PFIC determination in future years.

In general, we will be a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder held our ADSs or common shares, either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value (determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income generally includes, among other things, dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.

If we are treated as a PFIC, a U.S. Holder that did not make a “mark-to-market election” or “QEF election,” each as described below, would be subject to special rules with respect to (a) any gain realized on the sale or other disposition of common shares or ADSs and (b) any “excess distribution” by CSN to the U.S. Holder (generally, any distributions to the U.S. Holder in respect of the common shares or ADSs during a single taxable year that are greater than 125% of the average annual distributions received by the U.S. Holder with respect to the common shares or ADSs during the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the common shares or ADSs). Under these rules, (i) the gain or excess distribution would be allocated ratably over the U.S. Holder’s holding period for the common shares or ADSs, (ii) the amount allocated to the taxable year in whichthe gain or excess distribution was realized would be taxable as ordinary income, (iii) the amount allocated to each prior year, with certain exceptions, would be subject to tax at the highest tax rate in effect for that year and (iv) the interest charge generally applicable to underpayments of tax would be imposed in respect of the tax attributable to each such prior year.

130


table of contents

If we are treated as a PFIC and, at any time, we invest in non-U.S. corporations that are classified as PFICs (each, a “Subsidiary PFIC”), U.S. Holders generally will be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interest in that Subsidiary PFIC. If we are treated as a PFIC, a U.S. Holder could incur liability for the deferred tax and interest charge described above if either (1) we receive a distribution from, or dispose of all or part of our interest in, the Subsidiary PFIC or (2) the U.S. Holder disposes of all or part of its common shares or ADSs.

The special PFIC tax rules described above will not apply to a U.S. Holder if the U.S. Holder makes an election (i) to “mark-to-market” with respect to the common shares or ADSs (a “mark-to-market election”) or (ii) to have us treated as a “qualified electing fund” (a “QEF election”). The QEF election is not available to holders unless we agree to comply with certain reporting requirements and provide the required annual information statements. The QEF and mark-to-market elections only apply to taxable years in which the U.S. Holder’s common shares or ADSs are treated as stock of a PFIC. Our ADR Depositary has agreed to distribute the necessary information to registered holders of ADSs.

A U.S. Holder may make a mark-to-market election, if the common shares or ADSs are regularly traded on a “qualified exchange.” Under applicable U.S. Treasury regulations, a “qualified exchange” includes a national securities exchange, such as the New York Stock Exchange, that is registered with the SEC or the national market system established under the Exchange Act. Also, under applicable Treasury Regulations, PFIC securities traded on a qualified exchange are regularly traded on such exchange for any calendar year during which such stock is traded,other than inde minimisquantities, on at least 15 days during each calendar quarter. We cannot assure you that the common shares or ADSs will be eligible for a mark-to-market election.


Table of Contents

A U.S. Holder that makes a mark-to-market election must include for each taxable year in which the U.S. Holder’s common shares or ADSs are treated as shares of a PFIC, as ordinary income, an amount equal to the excess of the fair market value of the common shares or ADSs at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the common shares or ADSs, and is allowed an ordinary loss for the excess, if any, of the adjusted tax basis over the fair market value of the common shares or ADSs at the close of the taxable year, but only to the extent of the amount of previously included mark-to-market inclusions (not offset by prior mark-to-market losses). These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. A U.S. Holder’s tax basis in the common shares or ADSs will be adjusted to reflect any such income or loss amounts. Although a U.S. Holder may be eligible to make a mark-to-market election with respect to its common shares or ADSs, no such election may be made with respect to the stock of any Subsidiary PFIC that such U.S. Holder is treated as owning, because such Subsidiary PFIC stock is not marketable. Thus, the mark-to-market election will not be effective to avoid all of the adverse tax consequences described above with respect to any Subsidiary PFICs. U.S. Holders should consult their own tax advisors regarding the availability and advisability of making a mark-to-market election with respect to their common shares of ADSs based on their particular circumstances.

A U.S. Holder that makes a QEF election will be currently taxable on its pro rata share of our ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each of our taxable years, regardless of whether we distributed the income and gain. The U.S. Holder’s basis in the common shares or ADSs will be increased to reflect taxed but undistributed income. Distributions of income that had previously been taxed will result in a corresponding reduction of tax basis in the common shares or ADSs and will not be taxed again as a distribution to the U.S. Holder.

In addition, notwithstanding any election that a U.S. Holder makes with regard to the common shares or ADSs, dividends that a non-corporate U.S. Holder receives from us will not constitute qualified dividend income if we are a PFIC either in the taxable year of the distribution or the preceding taxable year.

Special rules apply with respect to the calculation of the amount of the foreign tax credit with respect to excess distributions by a PFIC or, in certain cases, QEF inclusions.

A131


table of contents

Under recently issued temporary regulations effective for taxable years ending on or after December 30, 2013, a U.S. Holder who owns common shares or ADSs during any taxable year that we are a PFIC mustin excess of certain de minimus amounts and fails to qualify for certain other exemptions would be required to file IRS Form 8621. In addition, under certain circumstances, the temporary regulations also require a “United States person” (as such term is defined in the Code) that owns an interest in a PFIC as an indirect shareholder through one or more United States persons to file Form 8621 for any taxable year during which such indirect shareholder is treated as receiving an excess distribution in connection with the ownership or disposition of such interest, or reports income pursuant to a mark-to-market election. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules to the common shares or ADSs.

Backup Withholding and Information Reporting

U.S. Holders

Dividends paid on, and proceeds from the sale, redemption or other taxable disposition of common shares or ADSs to a U.S. Holder generally will be subject to information reporting and backup withholding, unless, in the case of backup withholding, the U.S. Holder provides an accurate taxpayer identification number or in either case otherwise establishes an exemption. The amount of any backup withholding collected from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that certain required information is timely furnished to the IRS.

Recently enacted legislation requires certain U.S. Holders to report information with respect to their investment in certain “foreign financial assets,” which would include an investment in our common shares, not held through a custodial account with a U.S. financial institution to the IRS.  Investors who fail to report required information could become subject to substantial penalties.  Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of this new legislation on their investment in our common shares.


Table of Contents

Non-U.S. Holders

If common shares are held by a Non-U.S. Holder through the non-U.S. office of a non-U.S. related broker or financial institution, backup withholding and information reporting generally would not be required. Information reporting,reporting, and possibly backup withholding, may apply if the common shares are held by a Non-U.S. Holder through a U.S., or U.S.-related, broker or financial institution, or the U.S. office of a non-U.S. broker or financial institution and the Non-U.S. Holder fails to provide appropriate information. Information reporting and backup withholding generally will apply with respect to ADSs if the Non-U.S. Holder fails to timely provide appropriate information. Non-U.S. Holders should consult their tax advisors regarding the application of these rules.

“Specified Foreign Financial Asset” Reporting

Owners of “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 (and in some circumstances, a higher threshold), may be required to file an information report with respect to such assets with their U.S. federal income tax returns. “Specified foreign financial assets” generally include any financial accounts maintained by foreign financial institutions as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities.

Prospective purchasers should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations as well as any additional tax consequences resulting from purchasing, holding or disposing of common shares or ADSs, including the applicability and effect of the tax laws of any state, local or foreign jurisdiction, including estate, gift, and inheritance laws.

10F. Dividends and Paying Agents

Not applicable.

10G. Statement by Experts

Not applicable.

10H. Documents on Display

We are subject to the information requirements of the Exchange Act and accordingly file reports and other information with the SEC. Reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtainfurther information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov. You may also inspect our reports and other information at the offices of the NYSE, 11 Wall Street , New York, New York 10005, on which our ADSs are listed. For further information on obtaining copies of our public filings at the NYSE, you should call (212) 656-5060. We also file financial statements and other periodic reports with the CVM.

132


table of contents

10I. Subsidiary Information

Not required.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a number of different market risks arising from our normal business activities. Market risk is the possibility that changes in interest rates, currency exchange rates, commodities prices willcould adversely affect the value of financial assets, liabilities, expected future cash flows or earnings. We developed policies aimed at managing the volatility inherent to certain of these natural businessexposures. We use financial instruments, such as derivatives, in order to achieve the main goals established by our Board of Directors to minimize the cost of capital and maximize the returns on financial assets, while observing, as determined by our Board of Directors, parameters of credit and risk. Derivatives are contracts whose value is derived from one or more underlying financial instruments, indices or prices defined in the contract. Only well-understood, conventional derivative instruments are used for these purposes. These include futures and options traded on regulated exchanges and “over-the-counter” swaps, options and forward contracts.

Market Risk Exposures and Market Risk Management

Our treasury department is responsible for managing our market risk exposures. We use some internal controls in order to:

·        help us understand market risks;

·        reduce the likelihood of financial losses; and

·        diminish the volatility of financial results.

The principal tools used by our treasury department are:

·        “Sensitivity Analysis,” which measures the impact that movements in the price of different market variables such as interest rates and exchange rates will have in our earnings and cash flows; and


Table of Contents

·        “Stress Testing,” which measures the worst possible loss from a set of consistent scenarios to which probabilities are not assigned. The scenarios are deliberately chosen to include extreme changes in interest and currency exchange rates.

Following is a discussion of the primary market risk exposures that we face together with an analysis of the exposure to each one of them.

Interest Rate Risk

We are exposed to interest rate risk on short- and long-term instruments and as a result of refinancing of fixed-rate instruments included in our consolidated debt. Consequently, as well as managing the currency and maturity of debt, we manage interest costs through a balance between lower-cost floating rate debt, which has inherently higher risk, and more expensive, but lower risk, fixed-rate debt. We can use swaps, options and other derivatives to achieve the desired ratio between floating-rate debt and fixed-rate debt. The desired ratio varies according to market conditions: if interest rates are relatively low, we will shift towards fixed rate debt.

We are basically exposed to the following floating interest rates:

133


table of contents

·                    U.S. dollar LIBOR, due to our floating rate U.S. dollar-denominated debt (usually trade-finance related), to our cash position held offshore in U.S. dollars, which is invested in short-term instruments,

·                    TJLP (Long Term Interest Rate), due toreal-denominated debt indexed to this interest rate, and

·                    CDI (benchmark Brazilianreal overnight rate), due to our cash held in Brazil (onshore cash) and to our CDI indexed debt.

Exposure as of December 2011* (amortization)

 

Notional

 

2012

 

2013

 

2014

 

2015

 

2016

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

US dollar LIBOR

 

2,444

 

547

 

178

 

308

 

400

 

547

 

464

Exposure as of December 2013* (amortization)

 

Notional amount

 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar fixed rate

 

7,362

 

298

 

1,071

 

14

 

756

 

52

 

5,171

U.S. dollar LIBOR

 

2,743

 

298

 

158

 

476

 

476

 

215

 

1,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar fixed rate

 

7,940

 

52

 

977

 

-

 

-

 

-

 

6,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDI

 

14,008

 

1,045

 

546

 

1,446

 

1,041

 

1,707

 

8,223

 

15,260

 

1,783

 

1,949

 

2,563

 

2,991

 

3,623

 

2,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro fixed rate

 

386

 

-

 

-

 

77

 

77

 

77

 

155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TJLP

 

3,231

 

382

 

335

 

101

 

90

 

95

 

2,228

 

1,016

 

70

 

75

 

81

 

81

 

81

 

628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

495

 

26

 

43

 

65

 

60

 

43

 

258

 

80

 

31

 

23

 

13

 

4

 

2

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exposure as of December 2010* (amortization)

 

Notional 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Thereafter 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar LIBOR

 

2,694

 

522

 

611

 

158

 

274

 

342

 

787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar fixed rate

 

6,374

 

72

 

33

 

951

 

12

 

671

 

4,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDI

 

7,102

 

1

 

1,045

 

546

 

1,446

 

1,012

 

3,052

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TJLP

 

2,939

 

306

 

338

 

338

 

115

 

95

 

1,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

809

 

191

 

118

 

101

 

112

 

83

 

204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

Exposure as of December 2012* (amortization)  

 

Notional amount

 

2013

 

2014

 

2015

 

2016

 

2017

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar LIBOR

 

2,143

 

160

 

362

 

463

 

622

 

536

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar fixed rate

 

8,046

 

1,162

 

25

 

831

 

-

 

-

 

6,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CDI

 

14,816

 

100

 

2,216

 

2,216

 

2,100

 

2,550

 

5,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro fixed rate

 

324

 

-

 

-

 

-

 

65

 

65

 

194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TJLP

 

3,116

 

371

 

174

 

195

 

210

 

206

 

1,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

378

 

32

 

23

 

31

 

45

 

21

 

226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*All figures in R$ million.


Table of Contents

Our cash and cash equivalent were as follows:

 

 

December 31, 2011  

 

December 31, 2010  

 

Exposure  

 

December 31, 2013  

 

December 31, 2012  

 

Exposure  

Cash inreais:

 

2,690 

 

2,635

 

CDI 

 

449 

 

1,594

 

CDI 

Cash in U.S. dollars:

 

6,784 

 

4,556

 

LIBOR 

 

4,073 

 

5,035

 

LIBOR 

 

The table below shows the average interest rate and the average life of our debt.

 

 

December 2011  

 

December 2010  

 

December 2013  

 

December 2012  

 

Average rate %  

 

Average life  

 

Average rate %  

 

Average life  

 

Average rate %  

 

Average life  

 

Average rate %  

 

Average life  

U.S. dollar LIBOR

 

3.14 

 

3.20 

 

2.23 

 

3.15 

 

3.54

 

5.04

 

2.72 

 

2.99 

U.S. dollar fixed rate

 

6.37 

 

14.37 (with perpetual bond)

 

7.41 

 

14.91 (with perpetual bond)

 

7.15

 

14.73 (with perpetual bond)

 

7.52

 

13.83 (with perpetual bond)

Euro fixed rate

 

N/A 

 

N/A 

 

N/A 

 

N/A 

 

3.88

 

4.09

 

3.88 

 

5.16 

UMBNDES

 

N/A 

 

N/A 

 

N/A 

 

N/A 

BNDES U.S. dollar

 

2.36

 

0.17 

 

2.36 

 

0.67

CDI

 

111.21 of CDI 

 

5.19 

 

110.58 of CDI 

 

4.61 

 

110.88 of CDI 

 

3.65

 

110.69 of CDI 

 

4.38 

TJLP

 

1.70 

 

5.58 

 

2.21 

 

5.58 

 

1.36 

 

8.45

 

1.68 

 

7.65


table of contents

We entered into cross-currencyconducted Non Deliverable Forward, or NDF, transactions for the purpose of ensuring the forward purchase of U.S. dollars, which are settled, without physical delivery, by the difference in contracted R$/U.S.$ buy parity against the R$/U.S.$ sell parity, with is the Sale Ptax T-1 to maturity and exchange swap agreements to hedge liabilities indexed to the U.S. dollar from Brazilianreal fluctuations, which are affected by market, economic, political, regulatory and geopolitical conditions, among others. The gains and losses from these contracts are directly related to exchange (dollar) and CDI fluctuations. For the duration of our U.S. dollar fixed-rate derivatives, see tables below.

below:

 

 

Notional  

 

Average interest rate  

 

Average maturity  

As of December 31, 2011  

 

(in U.S. dollar million,  

 

(U.S. dollar)

 

(days)

 

 

unless otherwise indicated)

 

 

 

 

Swaps (U.S. dollar fixed - rate versus CDI)

 

293

 

3.45%

 

782

Swaps (U.S. dollar fixed - rate versus CDI)

 

75

 

3.23%

 

691

Swaps (U.S. dollar fixed - rate versus CDI)

 

 (100)

 

2.39% 

 

 32

 

 

 

 

 

 

Notional  

 

Average interest rate  

 

Average maturity  

As of December 31, 2010  

 

(in U.S. dollar million,  

 

(U.S. dollar)

 

(days)

 

 

unless otherwise indicated)

 

 

 

 

Swaps (U.S. dollar fixed - rate versus CDI )

 

1,178

 

2.29%

 

54

December 31, 2013

 

 

 

 

 

 

 

 

(In million, unless otherwise indicated)

 

Functional Currency

 

Notional Amount

 

Average Interest

 

Average Maturity (days

Dollar-to-CDI swap

 

U.S. Dollar

 

110

 

3.5%

 

116

 

 

 

 

 

 

 

 

 

Dollar-to-real swap (NDF)

 

U.S. Dollar

 

293

 

-

 

128

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap

 

U.S. Dollar

 

11,8

 

-

 

102

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap (NDF)

 

Euro  

 

90

 

-

 

50

 

 

 

 

 

 

 

 

 

LIBOR-to-CDI interest rate swap

 

U.S. Dollar

 

21,5

 

1.25%

 

132

 

 

 

 

 

 

 

 

 

Fixed rate-to-CDI interest rate swap

 

Real  

 

345

 

-

 

782

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

(In million, unless otherwise indicated)

 

Functional Currency

 

Notional Amount

 

Average Interest

 

Average Maturity (days

Dollar-to-CDI swap

 

U.S. Dollar

 

10

 

3.5%

 

732

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap

 

U.S. Dollar

 

44

 

-

 

92

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap (NDF)

 

Euro  

 

90

 

-

 

10

 

 

 

 

 

 

 

 

 

Yen-to-dollar swap

 

Yen

 

59,090

 

-

 

346

 

 

 

 

 

 

 

 

 

LIBOR-to-CDI interest rate swap

 

U.S. Dollar

 

64,5

 

1.25%

 

497

 

Foreign Currency Exchange Rate Risk

Fluctuations in exchange rates can have significant effects on our operating results. Therefore, exchange rate fluctuations affect the values of ourreal-denominated assets, the carrying and repayment costs of ourreal-denominated financial liabilities, ourreal-denominated production costs, the cost ofreal-denominated capital items and the prices we receive in the Brazilian market for our finished steel products. We attempt to manage our net foreign exchange rate exposures, trying to balance our non-real denominated assets with our non-real denominated liabilities. We use derivative instruments to match our non-real denominated assets to our non-real denominated liabilities, but at any given time we may still have significant foreign currency exchange rate risk exposure.

Our exposure to the U.S. dollar is due to the following contract categories:

·                    U.S. dollar-denominated debt;

·                    offshore cash;


table of contents

·                    currency derivatives (in the case of options, we use the delta as a measure of exposure);

·                    U.S. dollar indexed accounts payable and receivable (usually related to international trade, i.e., imports and exports); and


Table of Contents

·                    offshore investments: assets that we bought offshore and that are denominated in U.S. dollars on our balance sheet.

 

 

December 31, 2011  

 

December 31, 2010  

U.S. dollar Liabilities  

 

5,367

 

5,803

         loans and financing 

 

5,300

 

5,735

         trade accounts payable 

 

11

 

8

         other 

 

56

 

60

 

U.S. dollar Assets  

 

6,525 

 

5,903 

         offshore cash and cash equivalents 

 

5,613 

 

4,240 

         derivatives (swaps and NDFs)

 

485 

 

1,402

         trade accounts receivable 

 

-

 

33

         offshore investments (net of cash)

 

288

 

97

         other

 

139

 

131

Total U.S. dollar Exposure  

 

1,158

 

100

 

 

December 31, 2013  

 

December 31, 2012  

U.S. dollar Liabilities  

 

 

 

 

 Loans and financing 

 

4,590

 

5,049

 Trade accounts payable 

 

40

 

263

 Intercompany loans 

 

34

 

14

Others

 

9

 

25

Total Liabilities

 

4,673

 

5,351

 

U.S. dollar Assets  

 

 

 

 

Offshore cash and cash equivalents 

 

4,087

 

5,035

Guarantee margin

 

-

 

200

Trade accounts receivable 

 

303

 

289

Advances to suppliers

 

-

 

12

Intercompany loans

 

154

 

61

Other

 

21

 

3

Total Assets

 

4,565 

 

5,600

 

 

 

 

 

Total U.S. dollar Exposure  

 

(108)

 

249

 

 

 

 

 

Derivative notional

 

403

 

10

 

 

 

 

 

Total U.S. dollar Net Exposure  

 

295

 

259

 

Our exposure to the Euro is due to the following contract categories:

·        Euro-denominated debt;

·        offshore cash;

·        U.S. dollar indexed accounts payable and receivable (usually related to international trade, i.e., imports and exports); and

·        offshore investments: assets that we bought offshore and that are denominated in Euros on our balance sheet

 

 

December 31, 2013  

 

December 31, 2012  

Euro Liabilities  

 

 

 

 

 Loans and financing 

 

121

 

121

 Trade accounts payable 

 

2

 

-

Others

 

17

 

-

Total Liabilities

 

140

 

121

 

Euro Assets  

 

 

 

 

Offshore cash and cash equivalents 

 

1

 

3

Trade accounts receivable 

 

34

 

32

Intercompany loans

 

78

 

92

Advances to suppliers

 

-

 

1

Other

 

54

 

37

Total Assets

 

167

 

165

 

 

 

 

 

Total Euro Exposure  

 

27

 

44

 

 

 

 

 

Derivative notional

 

(90)

 

(90)

 

 

 

 

 

Total Euro Net Exposure  

 

(63)

 

(46)


table of contents

December 31, 2011 

December 31, 2010

Euro Liabilities

1

-

         trade accounts payable 

1

-

Euro Assets

98 

         derivatives (swaps and NDFs)

(90) 

-

         offshore investments (net of cash)

8

-

Total Euro Exposure

(82)

-

Our exposure to the Australian Dollar is due to the following contract categories:

·offshore cash;

December 31, 2011

December 31, 2010

AUD Liabilities

-

-

AUD Assets

303 

         offshore cash and cash equivalents 

303 

Total AUD Exposure

303

-

Offshore investments

We have capitalized our offshore subsidiaries domiciled in U.S. dollar-based countries with equity investments, and those investments are accounted as U.S. dollar investments. The result is that they work as assets indexed to the U.S. dollar from an earnings perspective.


Table of Contents

Commodity Price Risk

Fluctuations in the price of steel and some of the commodities used in producing steel, such as zinc, aluminum, tin, coal, coke and energy, can have an impact on our earnings. Currently, we are not hedging our exposure to commodity prices. Our biggest commodity price exposure is the price of steel and coal, but there are no liquid instruments that provide an effective hedge against their price fluctuations.

Sensitivity analysis

The economic environment in which we operate determines the main factors taken into consideration to establish risk scenarios. In the Brazilian economic environment, exchange rate variation is the most notable market risk.

Thereal exchange rate is significantly volatile. Between 20012004 and 20112013 the exchange rate had an average annual volatility of 19.7%14.98%.

·        Sensitivity analysis of the US dollar-to-realU.S. dollar-to-cdi exchange swap

For the consolidated foreign exchange operations with USU.S. Dollar Fluctuation risk, the sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values ​​as of 31 December, 20112013 recorded as assets in the amount of R$37 million and liabilities in the amount of R$847 thousand.12,912 million.

To develop our sensitivity analysis we analyze fourtwo different scenarios of exchange rate variation. Based on the foreign exchange rate of December 31, 20112013 of R$1.87582.343 per US$U.S.$1.00, adjustments were estimated for fourtwo scenarios: scenario 1: (25% of Real appreciation) rate of R$1.40691.7570 per US$U.S.$1.00; scenario 2: (50% of Real appreciation) rate of R$0.93791.1713 per US$1.00; scenario 3: (25% of Real devaluation) rate of R$ 2.3448; scenario 4: (50% of Real devaluation) rate of R$ 2.8137.U.S.$1.00.

December 31, 2011   Reference Exchange Additional 
(In millions of US$,   Value Rates Results 
except for exchange rates) Risk Scenario    
 
Net current swap US Dollar fluctuation  267 1.8758  
   1.4069 (126) 
   0.9379 (251) 
   2.3448 126 
   2.8137 251 
 
Exchange position functional      
currency BRL US Dollar fluctuation  890 1.8758  
   1.4069 (417) 
   0.9379 (835) 
   2.3448 417 
   2.8137 835 
 
Consolidated exchange position US Dollar fluctuation  1,158 1.8758  
   1.4069 (543) 
   0.9379 (1.086) 
   2.3448 543 
   2.8137 1.086 

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of U.S.$, except for exchange rates)

 

Risk

 

Scenario

 

Reference Value

 

Problable Scenario

 

Exchange Rates

 

Additional Results

             

Net current swap

 

U.S. Dollar fluctuation

 

 

 

110

 

‘ 13

 

2.3426

 

-

    

1

     

1.7570

 

(64)

    

2

 

 

 

 

 

1.1713

 

(129)

 

 

·        Sensitivity analysis of the euro-to-dollarU.S. dollar-to-euro exchange swap


table of contents

For the consolidated foreign exchange operations with Euro fluctuation risk, the sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values​​as of 31 December, 31, 20112013 recorded as assetsliabilities in the amount of R$135,258 million.

For consolidated exchange transactions with Euro fluctuation risk, based on the foreign exchange rate on December 31, 2011,2013, of R$ 2.4342U.S.$ 1.3773 per €$ 1.00, adjustments were estimated for fourtwo scenarios: scenario 1: (25% of RealU.S. dollar appreciation) rate of R$1.8257U.S.$1.0330 per €$ 1.00; scenario 2: (50% of RealU.S. dollar appreciation) rate of R$1.2171U.S.$0.6887 per €$1.00; scenario 3: (25% of Real devaluation) rate of R$ 3.0428; scenario 4: (50% of Real devaluation) rate of R$ 3.6513. 1.00.

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of U.S.$, except for exchange rates)

 

Risk

 

Scenario

 

Reference Value

 

Problable Scenario

 

Exchange Rates

 

Additional Results

             

Net current swap

 

EURO fluctuation

 

 

 

(90)

 

5

 

1.3773

 

-

    

1

     

1.0330

 

73

    

2

 

 

 

 

 

0.6887

 

145


Table of Contents

December 31, 2011   Reference Exchange Additional 
(In millions of EUR,   Value Rates Results 
except for exchange rates) Risk Scenario    
 
Net current swap EURO fluctuation  (90) 2.4342  
   1.8257 55 
   1.2171 110 
   3.0428 (55) 
   3.6513 (110) 
 
Exchange position functional      
currency BRL EURO fluctuation  2.4342  
   1.8257 (4) 
   1.2171 (8) 
   3.0428 
   3.6513 
 
Consolidated exchange position EURO fluctuation  (84) 2.4342  
   1.8257 51 
   1.2171 102 
   3.0428 (51) 
   3.6513 (102) 

·        Sensitivity analysis of exchange exposure to Australian dollar

For the consolidated foreign exchange operations with Australian dollar fluctuation risk, the sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values​​as of 31 December, 2011.

For consolidated exchange transactions with Australian dollar fluctuation risk, based on the foreign exchange rate on December 31, 2011, of R$ 1.9116 per €$ 1.00, adjustments were estimated for four scenarios: scenario 1: (25% of Real appreciation) rate of R$1.4337 per €$ 1.00; scenario 2: (50% of Real appreciation) rate of R$0.9558 per €$ 1.00; scenario 3: (25% of Real devaluation) rate of R$ 2.3895; scenario 4: (50% of Real devaluation) rate of R$ 2.8674.

December 31, 2011   Reference Exchange Additional 
(In millions of A$,   Value Rates Results 
except for exchange rates) Risk Scenario    
 
Exchange position functional      
currency BRL Australian dollar fluctuation  303 1.9116  
   1.4337 (145) 
   0.9558 (289) 
   2.3895 145 
   2.8674 289 

·Sensitivity analysis of exchangeU.S. dollar-to-euro swap

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values ​​as of December 31, 20112013 recognized in assets, amounting to R$6 million.0,017million.

To develop our sensitivity analysis we analyze fourtwo different scenarios for the real-euroU.S. dollar-euro parity volatility. Based on the foreign exchange rate of December 31, 20112013 of R$1.3141U.S.$1.3773 per US$€$1.00, adjustments were estimated for fourtwo scenarios: scenario 1: (25% of U.S. dollar appreciation) rate of U.S.$1.0330 per €$1.00; scenario 2: (50% of U.S. dollar appreciation) rate of U.S.$0.6887 per €$1.00.

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of U.S.$, except for exchange rates)

 

Risk

 

Scenario

 

Reference Value

 

Problable Scenario

 

Exchange Rates

 

Additional Results

             

Net current swap

 

U.S. Dollar fluctuation

 

 

 

11,8

 

0,017

 

1.3773

 

-

    

1

     

1.0330

 

(13)

    

2

 

 

 

 

 

0.6887

 

(26)

·Sensitivity analysis of the U.S. dollar-to-real exchange swap

For the consolidated foreign exchange operations with U.S. dollar fluctuation risk, the sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values ​​as of December 31, 2013 recorded as liabilities in the amount of R$0.6 million.

To develop our sensitivity analysis we analyze two different scenarios of exchange rate variation. Based on the foreign exchange rate of December 31, 2013 of R$2.343 per U.S.$1.00, adjustments were estimated for two scenarios: scenario 1: (25% of Real appreciation) rate of R$0.98561.7570 per US$U.S.$1.00; scenario 2: (50% of Real appreciation) rate of R$0.65711.1713 per US$1.00; scenario 3: (25%U.S.$1.00.


table of Real devaluation) rate of R$ 1.6426; scenario 4: (50% of Real devaluation) rate of R$ 1.9712.contents


Table of Contents

December 31, 2011   Refe rence Exchange Additional 
(In millions of US$,   Value Rate s Results 
except for exchange rates) Risk Scenario    
 
Net current swap US Dollar fluctuation  35 1.3141  
   0.9856 (12) 
   0.6571 (23) 
   1.6426 12 
   1.9712 23 
 
Exchange position functional      
currency EURO US Dollar fluctuation  (35) 1.3141  
   0.9856 12 
   0.6571 23 
   1.6426 (12) 
   1.9712 (23) 
 
Consolidated exchange position US Dollar fluctuation  1.3141  
   0.9856 
   0.6571 
   1.6426 
   1.9712 

 

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

(In millions of U.S.$, except for exchange rates)

 

Risk

 

Scenario

 

Reference Value

 

Problable Scenario

 

Exchange Rates

 

Additional Results

             

Net current swap

 

U.S. Dollar fluctuation

 

 

 

293

 

0,597

 

2.3426

 

-

    

1

     

1.7570

 

(171)

    

2

 

 

 

 

 

1.1713

 

(343)

 

 

·Sensitivity analysis of interest rate swaps

In millionsThe Company considered scenarios 1, 2, 3 and 4 as 25% and 50% of R$, exceptappreciation and devaluation for notional amountvolatility of the interest as of December 31, 2013.

  

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

Notional million U.S.$

 

Risk

 

25%

 

50%

 

25%

 

50%

Swap of interest rate libor vs CDI

 

21,5  

 

(Libor) U.S.$

 

(10)

 

(12)

 

10

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

  

Notional million R$

 

Risk

 

25%

 

50%

 

25%

 

50%

Swap of interest rate Pré vs CDI

 

345

 

CDI

 

(11)

 

(20)

 

5

 

14

 Nocional31.12.2011 
 Million US$Risk 25% 50% 25% 50% 
Swap of interest rate libor vs CDI 108 (Libor) US$ (26) (31) 26 30 

·        Sensitivity analysis of changes in interest rate

The Company considers the effects of a 5% increase or decrease in interest rates on its outstanding borrowings, financing and debentures as of December 31, 20112013 in the consolidated financial statements.

 

In millions of R$

    

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

TJLP

 

5.00

 

2,5

 

8,4

Libor

 

0.35

 

5,7

 

6,5

CDI

 

9.77

 

71,5

 

49,5

  Impact on profit or loss  
  % p.a 2011 2010 
Changes in interest rates    
TJLP 6.00 1,372 6,465 
Libor 0.81 7,941 7,102 
CDI 10.87 72,607 42,103 

Share market price risk

·        The Company is exposed to the risk of changes in equity prices due to the investments made and classified as available-for-sale.

 


table of contents

The Company considers as probable scenario the amounts recognized at market prices as of December 31, 2011.2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2011.2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered the following scenarios for volatility of the shares.

 

- Scenario 1: (25% appreciation of shares);

- Scenario 2: (50% appreciation of shares);.

- Scenario 3: (25% devaluation of shares);

- Scenario 4: (50% devaluation of shares);

 

  

Impact on profit or loss

Companies

 

Problable

25%

 

50%

Usiminas

 

772

 

200

 

399

Panatlântica

 

7

 

3

 

6

  

779

 

203

 

405


Table of Contents

 

  Impacty on profit and equity   
Companies  Probable  25% 50% 25% 50% 
Usiminas (768) 509 1,019 (509) (1,019) 
Panatlântica (3) (5) 
 (767) 512 1,024 (512) (1,024) 

Item 12. Description of Securities Other Than Equity Securities

American Depositary Shares

JP Morgan Chase Bank, N.A. serves as the depositary for our ADSs. ADR holders are required to pay various fees to the depositary, and the depositary may refuse to provide any service for which a fee is assessed until the applicable fee has been paid.

ADR holders are required to pay the depositary amounts in respect of expenses incurred by the depositary or its agents on behalf of ADR holders, including expenses arising from compliance with applicable law, taxes or other governmental charges, facsimile transmission or conversion of foreign currency into U.S. dollars. In this case, the depositary may decide at its sole discretion to seek payment by either billing holders or by deducting the fee from one or more cash dividends or other cash distributions.

ADR holders are also required to pay additional fees for certain services provided by the depositary, as set forth in the table below.  

 

Depositary service

 

Fee payable by ADR holders

Issuance and delivery of ADRs, including in connection with share distributions, stock splits

 

US$U.S.$5.00 for each 100 ADSs (or portion thereof)

Distribution of dividends

 

US$U.S.$5.00 for each 100 ADSs

Deposit of securities, including in respect of share, rights and other distributions

 

US$U.S.$5.00 for each 100 ADSs (or portion thereof)

Withdrawal of deposited securities

 

US$U.S.$5.00 for each 100 ADSs (or portion thereof)

 

Direct and indirect payments by the depositary

The depositary reimburses us for certain expenses we incur in connection with the ADR program, subject to a ceiling agreed between us and the depositary from time to time. These reimbursable expenses currently include legal and accounting fees, listing fees, investor relations expenses and fees payable to service providers for the distribution of material to ADR holders. For the year ended December 31, 2011,2013, such reimbursements totaled US$1.1U.S.$0.7 million.

Item 13. Defaults, Dividend Arrearages and Delinquencies


table of contents

None.

Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds

None.


Table of Contents

PART II

Item 15. Controls and Procedures

Disclosure Controls and Procedures

We have carried out an evaluation under the supervision of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and our Principal Financial Officer concluded that the design and operation of our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) collected and communicated to management, including the Chief Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure as of the end of our most recent fiscal year.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Audit Committee, principal executive and principal financial officers, and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.IFRS. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 20112013 based on the criteria established in “Internal Control – Integrated Framework”Framework (1992)” issued by the Committee of Sponsoring Organizations, or COSO, of the Treadway Commission. Based on the assessment, management has concluded that, as of December 31, 2011,2013, our internal control over financial reporting is effective.

Attestation Report of the Independent Registered Public Accounting Firm

For the report of KPMGDeloitte Touche Tohmatsu Auditores Independentes, our independent registered public accounting firm, dated April 27, 2012,30, 2014 on the effectiveness of our internal control over financial reporting as of December 31, 2011,2013, see “Item 18. Financial Statements”.

Changes in internal control over financial reporting

141


table of contents

There have been no changes in our internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Table of Contents

Item 16. [Reserved]

16A. Audit Committee Financial Expert

After reviewing the qualifications of the members of our Audit Committee, ourBoardour Board of Directors has determined that all three members of our Audit Committee qualify as an “audit committee financial expert,” as defined by the SEC. In addition, all of the members of our Audit Committee meet the applicable independence requirements both under Brazilian Corporate Law and under the NYSE rules.

Our Audit Committee is permanently assisted by a consultant, who renders financial and consulting services, among others, to the members of our Audit Committee.

16B. Code of Ethics

We have adopted a Code of Ethics in 1998, reinforcing our ethical standards and values that apply to all of our employees, including executive officers and directors.

Given its importance, the Code of Ethics was updated during year 2011 and copies of the Code of Ethics were distributed to each employee of the organization, to our Board of Directors and our Audit Committee members, who have signed a Commitment Letter, which reinforces the compromise withdedication to the established values.

There was no amendment to or waiver from any provision of our Code of Ethics in 2011.2013. Our Code of Ethics is in compliance with the SEC requirements for codes of ethics for senior financial officers. A copy of our Code of Ethics is available on our websites www.csn.com.br or www.csn.com.br/ir.

16C. Principal Accountant Fees and Services

Our interaction with our independent auditors with respect to the contracting of services unrelated to the external audit is based on principles that preserve the independence of the auditors and are otherwise permissible under applicable rules and regulations. For the fiscal yearsyear ended December 31, 20112013 and 2010, KPMG2012, Deloitte Touche Tohmatsu Auditores Independentes acted as our independent auditors.auditor.

The following table describes the services rendered and the related fees.

 

 

Year Ended December 31,  

 

Year Ended December 31,  

 

2011   

 

2010

 

2013  

 

2012

 

(In thousands of R$)

 

(In thousands of R$)

Audit fees

 

2,654 

 

2,649

 

3,399 

 

2,992

Audit – related fees

 

285

 

774 

 

767

 

1,899

Tax fees

 

142

 

89 

 

-

 

-

Total

 

3,081 

 

3,512 

 

4,166

 

4,891 

Audit fees

Audit fees in 20112013 and 20102012 consisted of the aggregate fees billed and billable by our independent auditors in connection with the audit of our consolidated financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Audit-related fees


table of contents

Audit-related fees in the above table are fees billed by our independent auditors for services that are reasonably related to the performance of the audit or review of our financial statements. In 20112013 and 20102012 these fees refer mainly to comfort letters for offering of bonds.bonds and due diligence processes.

Services additional to the examination of the financial statements are submitted for prior approval to the Audit Committee in order to ensure that they do not represent a conflict of interest or affect the auditors’ independence.

Tax Fees

Fees billed in 2011In 2013 and 20102012 there were no fees for professionaltax services renderedprovided by our independent auditors are for tax compliance services.auditors.


Table of Contents

Pre-approval Policies and Procedures

Our Board of Directors and Audit Committee must approve before we engage independent auditors to provide any audit or permitted non-audit services to us or our subsidiaries.

16D. Exemptions from the Listing Standards for Audit Committees

We are in full compliance with the listing standards for audit committee pursuant to Exchange Act Rule 10A- 3. For a discussion on our audit committee, see “Item 6. Directors, Senior Management and Employees—Board Practices—Fiscal Committee and Audit Committee.”

16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Since the beginning of 2004, in accordance with the limits and provisions of CVM Instruction No. 10/80, our Board of Directors approved a number of share buyback programs.

In 2011,2013, we did not carry out any form of share buyback, either through publicly announced plans or programs or otherwise.

16F. Change in Registrant’s Certifying Accountant

As previously disclosed in our current report on Form 6-K furnished on March 27, 2012, our board of directors, pursuant to applicable CVM regulation regarding auditor rotation, approved the rotation of  KPMG as independent registered public accounting firm and the engagement of Deloitte Touche Tohmatsu Auditores Independentes, or Deloitte, to serve as our new independent registered public accounting firm as from the first quarter of 2012 for the fiscal year ending December 31, 2012 and future fiscal years until new auditor rotation is required.Not Applicable.

KPMG’s audit report dated April 27, 2012 on our consolidated financial statements for the fiscal year ended December 31, 2011 does not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. KPMG’s audit report dated June 17, 2011 on our consolidated financial statements for the fiscal year ended December 31, 2010 also did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

KPMG’s audit report dated April 27, 2012 on the effectiveness of our internal control over financial reporting as of December 31, 2011 does not contain a disclaimer of opinion nor was it modified as to audit scope or otherwise. KPMG’s audit report dated June 17, 2011 on the effectiveness of our internal control over financial reporting as of December 31, 2010 also did not contain a disclaimer of opinion nor was it modified as to audit scope or otherwise.

During the two fiscal years preceding the rotation of KPMG, there were no disagreements between us and KPMG on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in its report on our consolidated financial statements. During the two fiscal years preceding the rotation of KPMG, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

We have provided KPMG with a copy of this Item 16F and have requested and received from KPMG a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agrees with the above statements. A copy of the letter from KPMG is attached as Exhibit 16.1 to this annual report.

During the two fiscal years preceding the rotation of KPMG, neither us nor anyone acting on our behalf, consulted Deloitte regarding any of the matters or events set forth in Item 3.04(a)(2) of Regulation S-K.

16G. Corporate Governance

Significant Differences between our Corporate Governance Practice and NYSE Corporate Governance Standards

We are subject to the NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are considerably different than the standards applied to U.S. listed companies. Under the NYSE rules, we are required only to: (i) have an audit committee or audit board, pursuant to an applicable exemption available to foreign private issuers, that meets certain requirements, as discussed below, (ii) provide prompt certification by our Chief Executive Officer of any material non-compliance with any corporate governance rules, and (iii) provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies. The discussion of the significant differences between our corporate governance practices and those required of U.S. listed companies follows below.

Majority of Independent Directors

The NYSE rules require that a majority of the board of directors must consist of independent directors. Independence is defined by various criteria, including the absence of a material relationship between the director and the listed company. Brazilian law does not have a similar requirement. Under Brazilian law, neither our board of directors nor our management is required to test the independence of directors before their election to the board. However, both Brazilian Corporate Law and the CVM have established rules that require directors to meet certain qualification requirements and that address the compensation and duties and responsibilities of, as well as the restrictions applicable to, a company’s executive officers and directors. While our directors meet the qualification requirements of Brazilian Corporate Law and the CVM, we do not believe that a majority of our directors would be considered independent under the NYSE test for director independence. Brazilian Corporate Law requires that our directors be elected by our shareholders at an annual shareholders’ meeting.


table of contents

Executive Sessions

NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management present. Brazilian Corporate Law does not have a similar provision. According to Brazilian Corporate Law, up to one-third of the members of the board of directors can be elected from management. Mr. Benjamin Steinbruch, our Chief Executive Officer, is also the Chairman of our Board of Directors. There is norequirementno requirement that non-management directors meet regularly without management. As a result, the non-management directors on our Board of Directors do not typically meet in executive sessions without management present.


Table of Contents

Nominating and Corporate Governance Committee

NYSE rules require that listed companies have a nominating and corporate governance committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities, which include, among other things, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to the company. We are not required under Brazilian Corporate Law to have, and currently we do not have, a nominating and a corporate governance committee.

Compensation Committee

NYSE rules require that listed companies have a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities, which include, among other things, reviewing corporate goals relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance, approving the chief executive officer’s compensation levels and recommending to the board non-chief executive officer compensation, incentive-compensation and equity-based plans. We are not required under applicable Brazilian law to have, and currently do not have, a compensation committee. Under Brazilian Corporate Law, the total amount available for compensation of our directors and executive officers and for profit-sharing payments to our executive officers is established by our shareholders at the annual shareholders’ meeting. The board of directors is then responsible for determining the individual compensation and profit-sharing of each executive officer, as well as the compensation of our board and committee members.

Audit Committee

NYSE rules require that listed companies have an audit committee that (i) is composed of a minimum of three independent directors who are all financially literate, (ii) meets the SEC rules regarding audit committees for listed companies, (iii) has at least one member who has accounting or financial management expertise and (iv) is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. However, as a foreign private issuer, we need only to comply with the requirement that the audit committee meet the SEC rules regarding audit committees for listed companies to the extent compatible with Brazilian corporate law. We have established an Audit Committee, which is equivalent to a U.S. audit committee, and provides assistance to our Board of Directors in matters involving our accounting, internal controls, financial reporting and compliance. Our Audit Committee recommends the appointment of our independent auditors to our Board of Directors and reviews the compensation of, and coordinates with, our independent auditors. They also report on our auditing policies and our annual audit plan prepared by our internal auditing team. Our Audit Committee also evaluates the effectiveness of our internal financial and legal compliance controls, and is comprised of up to three independent directors elected by our Board of Directors for a one-year term of office. The current members of our Audit Committee are Fernando Perrone, Yoshiaki Nakano and Antonio Francisco dos Santos.Bernardo Vieira Maia. All members of our Audit Committee satisfy the audit committee membership independence requirements set forth by the SEC and the NYSE. All members of our Audit Committee have been determined by our Board of Directors to qualify as an “audit committee financial expert” within the meaning of the rules adopted by the SEC relating to the disclosure of financial experts on audit committees in periodic filings pursuant to the Exchange Act. For further information on our Audit Committee, see “Item 6. Directors, Senior Management and Employees—Board Practices—Fiscal Committee and Audit Committee.”

Code of Business Conduct and Ethics


table of contents

NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Applicable Brazilian law does not have a similar requirement. We have adopted a Code of Ethics applicable to all our employees, including our executive officers and directors. We believe this code addresses the matters required to be addressed pursuant to the NYSE rules. For a further discussion of our Code of Ethics, see “Item 16B. Code of Ethics.”


Table of Contents

Shareholder Approval of Equity Compensation Plans

NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exceptions. We currently do not have any such plan and, pursuant to our bylaws, we would require shareholder approval to adopt an equity compensation plan.

Corporate Governance Guidelines

NYSE rules require that listed companies adopt and disclose corporate governance guidelines. We have adopted the following corporate governance guidelines, either based on Brazilian law, our Code of Ethics or institutional handbook:

·      insider trading policy for securities issued by us;

·      disclosure of material facts;

·      disclosure of annual financial reports;

·      confidential policies and procedures; and

·Sarbanes-Oxley Disclosure Committee’s duties and activities.

Item 16H. Mine Safety Disclosure

Not applicable as none of our mines are located in the United States and as such are not subject to the Federal Mine Safety and Health Act of 1977 or the Mine Safety and Health Administration.

Item 17. Financial Statements

We have responded to Item 18 in lieu of responding to this item. See “Item 18. Financial Statements.”

PART III

Item 18. Financial Statements

The following consolidated financial statements of the Registrant, together with the reportreports of Deloitte Touche Tohmatsu Auditores Independentes and KPMG Auditores Independentes thereon, are filed as part of this annual report.

 

 

 

 

 

 

Page 

Report of Independent Registered Public Accounting Firm

 

FS-R1

Report of Independent Registered Public Accounting Firm

FS-R2

Report of Independent Registered Public Accounting Firm

FS-R3

Consolidated financial statements:

 

 

Balance sheets as of December 31, 20112013 and 20102012 and January 1, 2012

 

FS- 1

Statements of income for the years ended December 31, 2011, 20102013, 2012 and 20092011

 

FS- 3

Statements of cash flowscomprehensive income for the years ended December 31, 2011, 20102013, 2012 and 20092011

 

FS- 4

Statements of cash flow for the years ended December 31, 2013, 2012 and 2011

FS-5

Statements of changes in shareholders’ equity for the years ended December 31, 2011, 20102013, 2012 and 20092011

Notes to consolidated financial statements

 

FS-5FS-6

FS-8

The following consolidated financial statements of Namisa, together with the report of Deloitte Touche Tohmatsu Auditores Independentes thereon, are filed as part of this annual report.              

 

Page 

Report of Independent Registered Public Accounting Firm

FS-R1

Consolidated financial statements:

Balance sheets as of December 31, 2013 and 2012

FS- 1

Statements of income for the years ended December 31, 2013 and 2012

FS- 3

Statements of comprehensive income for the years ended December 31, 2011, 20102013 and 2009.2012

FS- 4

Statements of cash flow for the years ended December 31, 2013 and 2012

FS- 5

Statements of changes in shareholders’ equity for the years ended December 31, 2013 and 2012

FS- 6

Notes to consolidated financial statementsstatement

 

FS-6FS- 7

FS-7

 


.table of contents

Item 19. Exhibits

 

 

 

 

Exhibit  

 

Description  

Number  

 

 

1.1+

 

Bylaws of CSN, as amended to date.

2.1

 

Form of Amended and Restated Deposit Agreement dated as of November 1, 1997 as amended and restated as of November 13, 1997, among Companhia Siderúrgica Nacional, JP Morgan Chase Bank, N.A. (as successor to Morgan Guaranty Trust Company of New York), as successor depositary, and all holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference from the Registration Statement on Form F-6 (333-7818) filed with the SEC).

2.2

 

Form of Amendment No. 1 to the Deposit Agreement (incorporated by reference from the Registration Statement on Form F-6EF (333-115078) filed with the SEC on April 30, 2004).

2.3

 

Form of Amendment No. 2 to Deposit Agreement, including the form of American Depositary Receipt (corporate by reference from the Registration Statement on Form F-6POS filed with the SEC on January 5, 2011)

8.1+ 

 

List of subsidiaries 

10.1* 

 

Share Purchase Agreement, dated October 21, 2008, among CSN, Big Jump Energy Participações S.A., Itochu Corporation, JFE Steel Corporation, Nippon Steel Corporation, Sumitomo Metal Industries, Ltd., Kobe Steel, Ltd., Nishin Steel Co., Ltd., and Posco. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

10.2*

 

Amendment to the Share Purchase Agreement, dated June 30, 2011. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on February 14, 2013)

10.3* 

 

Shareholders Agreement of Nacional Minérios S.A., dated October 21, 2008, between CSN and Big Jump Energy Participações S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

10.4*

 

Amendment to the Shareholders’ Agreement of Nacional Minérios S.A., dated June 30, 2011. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2011, filed with the SEC on February 14, 2013)

10.5* 

 

High Silica ROM Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

10.6* 

 

Low Silica ROM Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

10.7* 

 

Iron Ore Supply Contract, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

10.8* 

 

Port Operating Services Agreement, dated October 21, 2008, between CSN and Nacional Minérios S.A. (incorporated by reference from Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2008, filed with the SEC on March 18, 2010)

12.1+ 

 

Section 302 Certification of Chief Executive Officer.

12.2+ 

 

Section 302 Certification of Principal Financial Officer.

13.1+ 

 

Section 906 Certification of Chief Executive Officer.

13.2+ 

 

Section 906 Certification of Principal Financial Officer.

15.1+ 

 

Management’s report dated April 27, 2012,23, 2013, on the effectiveness of our internal control over financial reporting as of December 31, 2011.2012.

16.1+

 

Letter from KPMG Auditores Independentes to the Securities and Exchange Commission, dated April 27, 2012, regarding the change in certifying accountant.

 

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.

 

+ Filed herewith.

 


table of contents

Table of Contents

SIGNATURE

The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

 

 

      April 27, 201230, 2014

Companhia Siderúrgica Nacional

 

 

 

 

/s/ By:

Benjamin Steinbruch

 

 

Name:/s/ Benjamin Steinbruch

Benjamin Steinbruch

 

 

Title:

Chief Executive Officer

 

 

/s/

By:

/s/ Rogério Leme Borges dos Santos

Name:

Rogério Leme Borges dos Santos

 

 

Title:

Controller / Principal Financial Officer

 

 

 

 

147



table of contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

TheTo the Board of Directors and Shareholders of

Companhia SiderúrgicaSiderurgica Nacional

São Paulo – SP, Brazil

We have audited the accompanying consolidated balance sheetsinternal control over financial reporting of Companhia SiderúrgicaSiderurgica Nacional and subsidiaries (“the Company”(the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in shareholders’ equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2011. We also have audited the Company’s internal control over financial reporting as of December 31, 2011,2013, based on the criteria established in Internal Control Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”.- COSO. The Company’sCompany's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’sCompany's internal control over financial reporting based on our audits.audit.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). - PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.

A company’scompany's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.International Financial Reporting Standards as issued by the International Accounting Standards Board - IASB. A company’scompany's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,International Financial Reporting Standards as issued by the International Accounting Standards Board - IASB, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’scompany's assets that could have a material effect on the financial statements.

Because of itsthe inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not preventbe prevented or detect misstatements.detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Companhia Siderúrgica Nacional and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with International Financial Report Standards, as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011,2013, based on the criteria established in Internal Control Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”- COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB, the consolidated financial statements as of and for the years ended December 31, 2013 and 2012 of the Company and our report dated April 30, 2014 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of new accounting standards as described in notes 2.y) and 3.

/s/ Deloitte Touche Tohmatsu Auditores Independentes

DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES

São Paulo – SP, Brazil

April 30, 2014

FS-R1


table of contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Companhia Siderurgica Nacional

São Paulo – SP, Brazil

We have audited the accompanying consolidated balance sheets of Companhia Siderurgica Nacional and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Companhia Siderurgica Nacional and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by theInternational Accounting Standards Board - IASB.

As discussed in notes 2.y) and 3 to the consolidated financial statements, the accompanying financial statements as of and for the year ended December 31, 2012 have been retrospectively adjusted for the adoption of International Financial Reporting Standards (“IFRS”) 10,Consolidated Financial Statements, IFRS 11,Joint Arrangements, IFRS 12,Disclosures of Interests in Other Entities, and IAS 1,Presentation of Financial Statements, and various amendments as part of the IFRS Annual Improvements 2009 – 2011.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB, the Company's internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO and our report dated April 30, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte Touche Tohmatsu Auditores Independentes

DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES

São Paulo – SP, Brazil

April 30, 2014

FS-R2


table of contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Companhia Siderúrgica Nacional

We have audited the accompanying consolidated statements of income, changes in shareholders’ equity, comprehensive income and cash flows of Companhia Siderúrgica Nacionaland its subsidiaries (the “Company”) for the year ended December 31, 2011. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of their operations and their cash flows of the Company for the year ended December 31, 2011 , in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

Emphasis

As described in explanatory note 3 to the December 31, 2013 consolidated financial statements, the Company adopted the provisions of IFRS 10 – Consolidated Financial Statements and IFRS 11 - Joint Arrangements in 2013, which included the disclosure of the January 1, 2012 balance sheet.

/s/ KPMG Auditores Independentes

São Paulo, SP - Brazil

April 27,27, 2012, except for explanatory note 3 to the December 31, 2013 consolidated financial statements as to which the date is April 30, 2014. 

FS-R1

 

FS-R3


 
       
Companhia Siderúrgica Nacional and Subsidiaries     
Consolidated Balance Sheet       
Thousands of Brazilian reais
 
Assets     
  Note  2011  2010 
CURRENT ASSETS       

Cash and cash equivalents 

 5  15,417,393  10,239,278 

Trade receivables 

 6  1,616,206  1,367,759 

Inventories 

 7  3,734,984  3,355,786 

Recoverable taxes 

   584,273  473,787 

Other current assets 

 8  591,450  357,078 

Total current assets 

   21,944,306  15,793,688 
 
NON-CURRENT ASSETS       

Long-term receivables 

      

Short-term investments measured at fair value 

   139,679  112,484 

Trade receivables 

   10,043  58,485 

Deferred income taxes 

 9  1,840,773  1,592,941 

Receivables from related parties 

    479,120 

Other non-current assets 

 10  2,866,226  3,676,080 
    4,856,721  5,919,110 
 

Investments 

 11  2,088,225  2,103,624 

Property, plant and equipment 

 12  17,377,076  13,776,567 

Intangible assets 

 13  603,374  462,456 

Total non-current assets 

   24,925,396  22,261,757 
 
TOTAL ASSETS    46,869,702  38,055,445 

 

The accompanying notes are an integral parttable of these consolidated financial statements.contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Balance Sheet

Thousands of Brazilian reais

        

Assets

       
   

 

 

 

 

 

 

Note

 

2013

 

2012

 

01/01/2012

CURRENT ASSETS

  

 

 

 

 

 

Cash and cash equivalents

4

 

9,995,672

 

11,891,821

 

13,440,690

Trade receivables

5

 

2,522,465

 

2,661,417

 

2,146,662

Inventories

6

 

3,160,985

 

3,393,193

 

3,518,907

Other current assets

7

 

722,920

 

1,152,155

 

1,057,717

Total current assets

 

 

16,402,042

 

19,098,586

 

20,163,976

        

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Long-term receivables

       

Investments measured at fair value

 

 

30,756

 

116,753

 

139,679

Deferred income taxes

8

 

2,770,527

 

2,177,079

 

1,473,739

Other non-current assets

7

 

1,835,325

 

1,627,139

 

2,930,843

   

4,636,608

 

3,920,971

 

4,544,261

 

 

 

 

 

 

 

 

Investments

9

 

13,487,023

 

10,839,787

 

10,017,456

Property, plant and equipment

10

 

14,911,426

 

18,519,064

 

15,764,495

Intangible assets

11

 

965,440

 

904,861

 

230,979

Total non-current assets

 

 

34,000,497

 

34,184,683

 

30,557,191

        

TOTAL ASSETS

 

 

50,402,539

 

53,283,269

 

50,721,167

        

The accompanying notes are an integral part of these consolidated financial statements.

 

 

FS-1


 
       
Companhia Siderúrgica Nacional and Subsidiaries      
Consolidated Balance Sheet      
Thousands of Brazilian reais
 
Liabilities and shareholders´ equity     
  Note  2011  2010 
SHAREHOLDERS' EQUITY AND LIABILITIES       
CURRENT LIABILITIES       
Payroll and related taxes    202,469  164,799 
Trade payables    1,232,075  623,233 
Taxes payable    325,132  275,991 
Borrowings and financing  14  2,702,083  1,308,632 
Other payables  16  1,728,445  1,854,952 
Provisions for tax, social security, labor and civil risks  19  292,178  222,461 
Other provisions    14,565  5,887 
Total current liabilities    6,496,947  4,455,955 
 
NON-CURRENT LIABILITIES       
Borrowings and financing  14  25,186,505  18,780,815 
Other payables  16  5,593,520  4,321,666 
Deferred income taxes   37,851   
Provisions for tax, social security, labor and civil risks  19  346,285  2,016,842 
Employee Benefits  29  469,050  367,839 
Other provisions    322,374  289,640 
Total non-current liabilities    31,955,585  25,776,802 
 
Equity  21     
Issued capital    1,680,947  1,680,947 
Capital reserves    30  30 
Earnings reserves    7,671,620  6,119,798 
Other comprehensive income/(loss)    -1,366,776  -168,015 
Total equity attributable to owners of the Company    7,985,821  7,632,760 
 
Non-controlling interests    431,349  189,928 
 
Total equity    8,417,170  7,822,688 
 
TOTAL EQUITY AND LIABILITIES    46,869,702  38,055,445 
 
 
The accompanying notes are an integral part of these consolidated financial statements.     

table of contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Balance Sheet

Thousands of Brazilian reais

        

Liabilities and shareholders´ equity

       
   

 

 

 

 

 

 

Note

 

2013

 

2012

 

01/01/2012

LIABILITIES AND SHAREHOLDERS´ EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES

       

Payroll and related taxes

 

 

208,921

 

184,963

 

164,942

Trade payables

13

 

1,102,037

 

2,025,461

 

1,102,600

Taxes payable

 

 

304,095

 

272,766

 

318,315

Borrowings and financing

12

 

2,642,807

 

2,169,122

 

2,598,045

Other payables

14

 

972,851

 

1,582,040

 

1,939,199

Provisions for tax, social security, labor and civil risks

17

 

333,519

 

316,547

 

258,914

Other provisions

 

 

 

 

 

 

8,133

Total current liabilities

  

5,564,230

 

6,550,899

 

6,390,148

        

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Borrowings and financing

12

 

25,103,623

 

27,135,582

 

24,551,642

Other payables

14

 

10,061,571

 

9,009,049

 

10,210,273

Deferred income taxes

15

 

268,833

 

238,241

 

19,763

Provisions for tax, social security, labor and civil risks

17

 

479,664

 

371,697

 

346,285

Pension and healthcare plan

28

 

485,105

 

565,591

 

469,050

Provision for environmental liabilities and decommissioning of assets

18

 

370,454

 

404,697

 

 

Other provisions

      

316,836

Total non-current liabilities

 

 

36,769,250

 

37,724,857

 

35,913,849

        

Equity

20

      

Issued capital

 

 

4,540,000

 

4,540,000

 

1,680,947

Capital reserves

  

30

 

30

 

30

Earnings reserves

 

 

2,839,568

 

3,690,543

 

7,671,620

Other comprehensive income/(loss)

  

716,972

 

386,324

 

-1,366,776

Total equity attributable to owners of the Company

 

 

8,096,570

 

8,616,897

 

7,985,821

        

Non-controlling interests

 

 

-27,511

 

390,616

 

431,349

        

Total equity

 

 

8,069,059

 

9,007,513

 

8,417,170

        

TOTAL LIABILITIES AND SHAREHOLDERS´ EQUITY

 

 

50,402,539

 

53,283,269

 

50,721,167

        

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 

FS-2


 
         
Companhia Siderúrgica Nacional and Subsidiaries         
Consolidated Statements of Income         
Thousands of Brazilian reais
 
         
  Note  2011  2010  2009 
Net Revenue from sales and/or services  23  16.519.584  14.450.510  10.978.364 
Cost of sales and/or services  24  -9.800.844  -7.882.726  -7.210.774 
 
Gross profit    6.718.740  6.567.784  3.767.590 
 
Operating expenses    -961.818  -1.569.438  -206.358 
Selling expenses  24  -604.108  -481.978  -447.129 
General and administrative expenses  24  -575.585  -536.857  -480.072 
Other operating income  25  719.177  48.821  1.368.594 
Other operating expenses  25  -501.302  -599.424  -647.764 
Share of profits of subsidiaries        13 
 
Profit before finance income (costs) and taxes    5.756.922  4.998.346  3.561.232 
Finance income  26  717.450  643.140  586.025 
Finance costs  26  -2.723.253  -2.554.598  -832.460 
 
Profit before income taxes    3.751.119  3.086.888  3.314.797 
 
Income tax and social contribution   -83.885  -570.697  -699.616 
 
Profit from continuing operations    3.667.234  2.516.191  2.615.181 
 
Profit for the year attributed to:         
Companhia Siderúrgica Nacional    3.706.033  2.516.376  2.618.934 
Non-controlling interests    -38.799  -185  -3.753 
 
Earnings per common share - (reais/share)         
Basic  28  2.54191  1.72594  1.75478 
Diluted  28  2.54191  1.72594  1.75478 
 
 
The accompanying notes are an integral part of these consolidated financial statements.     

table of contents

Companhia Siderúrgica Nacional and Subsidiaries

      

Consolidated Statements of Income

       

Thousands of Brazilian reais

 

 

 

 

 

 

 

        
   

 

 

 

 

 

 

Note

 

2013

 

2012

 

2011 (*)

Net Revenue from sales and/or services

22

 

17,312,432

 

15,228,589

 

16,519,584

Cost of sales and/or services

23

 

-12,422,706

 

-11,258,667

 

-9,800,844

 

 

 

    

 

Gross profit

  

4,889,726

 

3,969,922

 

6,718,740

 

 

 

    

 

Operating expenses

  

-1,769,972

 

-3,251,353

 

-961,818

Selling expenses

23

 

-874,875

 

-773,488

 

-604,108

General and administrative expenses

23

 

-485,090

 

-467,920

 

-575,585

Other operating income

24

 

566,063

 

110,901

 

719,177

Other operating expenses

24

 

-1,134,208

 

-2,762,282

 

-501,302

Share of profits of subsidiaries

9

 

158,138

 

641,436

 

 

        

Profit before finance income (costs) and taxes

 

 

3,119,754

 

718,569

 

5,756,922

Finance income

25

 

171,984

 

391,844

 

717,450

Finance costs

25

 

-2,683,583

 

-2,543,195

 

-2,723,253

        

Profit (loss) before income taxes

 

 

608,155

 

-1,432,782

 

3,751,119

        

Income tax and social contribution

15

 

-74,161

 

952,208

 

-83,885

        

Profit (loss) from continuing operations

 

 

533,994

 

-480,574

 

3,667,234

        

Profit (loss) for the year attributed to:

 

 

    

 

Companhia Siderúrgica Nacional

  

509,025

 

-420,113

 

3,706,033

Non-controlling interests

 

 

24,969

 

-60,461

 

-38,799

        

Earnings (losses) per common share - (reais/share)

 

 

    

 

Basic

27

 

0.34913

 

-0.28815

 

2.54191

Diluted

27

 

0.34913

 

-0.28815

 

2.54191

        

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief

   

The accompanying notes are an integral part of these consolidated financial statements.

FS-3


 

 

         
Companhia Siderúrgica Nacional and Subsidiaries         
Consolidated Statement of Cash Flow         
Thousands of Brazilian reais
 
 
  Note  2011  2010  2009 
 
Profit for the year    3,667,234  2,516,191  2,615,181 
Accrued charges on borrowings and financing    2,650,622  1,489,191  1,130,089 
Depreciation/ depletion / amortization  12.b)  948,251  814,034  797,341 
Proceeds from write-off and disposal of assets    54,727  5,827  70,494 
Realization of available-for-sale investments    -698,164     
Deferred income tax and social contribution   -52,542  207,268  122,152 
Provision of swaps/forwards transactions    110,009  126,492  -88,986 
Gain/(loss) on change in percentage equity interest        -835,115 
Provision for actuarial liabilities    -11,412  2,393  -47,622 
Provision for tax, social security, labor and civil risks    62,746  199,558  99,157 
Inflation adjustment and exchange differences    -250,083  57,119  -2,024,573 
Allowance for doubtful debts    189  -46,675  1,527 
Other provisions    -19,651  -80,570  399,076 
Cash generated from operations    6,461,926  5,290,828  2,238,721 
 
Trade receivables    -339,427  143,250  -51,082 
Inventories    -410,264  -794,331  926,260 
Receivables from related parties    471,666     
Recoverable taxes    16,700  297,424  -317,968 
Trade payables    544,300  11,964  -1,137,203 
Payroll and related taxes    -47,072  -36,757  15,257 
Taxes payable    135,765  -101,723  263,734 
Taxes in installments - REFIS    -296,304  -414,473  -103,775 
Judicial deposits    -20,253  -33,822  -737,041 
Contingent liabilities    120,951  16,868  -422,375 
Interest paid    -2,145,400  -1,190,423  -992,280 
Interest paid on swap transactions    -360,976  -676,163  -742,700 
Other    70,168  4,662  376,306 
Increase (decrease) in assets and liabilities    -2,260,146  -2,773,524  -2,922,867 
 
Net cash generated by (used in) operating activities    4,201,780  2,517,304  -684,146 
 
Receipt/payment in derivative transactions    -57,157  395,346  248,966 
Disposal of investments    1,310,171     
Net effects of equity swap        1,420,322 
Investments    -2,126,493  -1,370,016  -284,232 
Property, plant and equipment  12  -4,400,825  -3,635,911  -1,996,759 
Intangible assets  13  -707  -25,216  -5,628 
Net cash used in investing activities    -5,275,011  -4,635,797  -617,331 
 
Borrowings and financing  14  7,824,012  8,754,779  7,582,823 
Repayments to financial institutions - principal  14  -1,469,206  -2,706,982  -2,783,313 
Dividends and interest on capital    -1,856,381  -1,560,795  -2,027,600 
Treasury shares        -1,350,307 
Capital contribution by non-controlling shareholders    242,290  128,811   
Net cash generated by financing activities    4,740,715  4,615,813  1,421,603 
 
Exchange rate changes on cash and cash equivalents    1,510,631  -228,833  -1,300,744 
 
Increase (decrease) in cash and cash equivalents    5,178,115  2,268,487  -1,180,618 
Cash and cash equivalents at the beginning of the year    10,239,278  7,970,791  9,151,409 
Cash and cash equivalents at the end of the year    15,417,393  10,239,278  7,970,791 

table of contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statements of Comprehensive Income

Thousands of Brazilian reais

      
 

 

 

 

 

 

 

2013

 

2012

 

2011 (*)

Profit (loss) for the year

533,994

 

-480,574

 

3,667,234

      

Other comprehensive income

330,648

 

1,753,100

 

-1,198,761

Exchange differences arising on translation of foreign operations

218,927

 

147,735

 

195,046

Actuarial gains/(losses) on defined benefit plan, net of taxes

64,336

 

106,209

 

-74,331

Net change in fair value of available-for-sale financial assets, net of taxes

44,084

 

-8,329

 

-621,312

Net change in fair value of available-for-sale financial assets transferred to profit or loss

   

 

-698,164

Impairment of available-for-sale assets, net of taxes

3,301

 

1,507,485

  

 

   

 

 

Comprehensive income for the year

864,642

 

1,272,526

 

2,468,473

 

   

 

 

Attributable to:

     

Companhia Siderúrgica Nacional

839,673

 

1,332,987

 

2,507,272

Non-controlling interests

24,969

 

-60,461

 

-38,799

 

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief

    

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

FS-4


 

                 
Companhia Siderúrgica Nacional and Subsidiaries      
Consolidated Statement of Changes in Shareholders' Equity      
Thousands of Brazilian reais
   
  Paid-in Capital  CapitalReserve EarningsReserve   Retained earnings  Other comprehensive income   Equity  Non-Controling interests  Consolidated Equity 
At December 31, 2008 as reported  1,680,947  30  3,768,756  1,012,732  200,124  6,662,589    6,662,589 
Impact of restated of prior years        (176,185)    (176,185)    (176,185) 
At December 31, 2008  1,680,947  30  3,768,756  836,547  200,124  6,486,404    6,486,404 
Unrealized Gain/Loss - Investiments          (602)  (602)    (602) 
IFRS adjustments      485,816  175,257  (200,124)  460,949    460,949 
Opening balance at January 1, 2009  1,680,947  30  4,254,572  1,011,804  (602)  6,946,751    6,946,751 
Approval of prior year’s proposed dividends      (485,816)      (485,816)    (485,816) 
Profit for the year        2,618,934    2,618,934  (3,753)  2,615,181 
Alocation of profit for the year                 
Declared dividends (R$1,028.82 per thousand shares)        (1,500,000)    (1,500,000)    (1,500,000) 
Interest on capital (R$219.46 per thousand shares)        (319,965)    (319,965)    (319,965) 
Reserves      1,847,522  (1,847,522)         
Proposal to the General Meeting      1,178,635      1,178,635    1,178,635 
Comprehensive income          (585,113)  (585,113)    (585,113) 
Repurchase of treasury shares as per EGM 8/13/2009      (1,350,308)      (1,350,308)    (1,350,308) 
Cancelation of treasury shares as per EGM 8/21 and 9/14/2009                 
Non-controlling interests              86,813  86,813 
Other        3,332    3,332    3,332 
Balances at December 31, 2009  1,680,947  30  5,444,605  (33,417)  (585,715)  6,506,450  83,060  6,589,510 
Approval of prior year’s proposed dividends      (1,178,635)      (1,178,635)    (1,178,635) 
Profit for the year        2,516,376    2,516,376  (185)  2,516,191 
Allocation of profit for the year        (272,297)    (272,297)    (272,297) 
Declared dividends (R$186.76 per thousand shares)        (356,800)    (356,800)    (356,800) 
Interest on capital (R$244.72 per thousand shares)        (1,227,703)    (1,227,703)    (1,227,703) 
Additional dividends proposed (R$842.06 per thousand shares)      1,227,703      1,227,703    1,227,703 
Investment reserve      626,159  (626,159)         
Cancelation of treasury shares      (34)      (34)    (34) 
Comprehensive income          417,700  417,700    417,700 
Non-controlling interests              107,053  107,053 
Balances at December 31, 2010  1,680,947  30  6,119,798    (168,015)  7,632,760  189,928  7,822,688 
Approval of prior year’s proposed dividends      (1,227,703)      (1,227,703)    (1,227,703) 
Profit for the year        3,706,033    3,706,033  (38,799)  3,667,234 
Allocation of profit for the year                 
Declared dividends (R$635.48 per thousand shared)        (926,508)    (926,508)    (926,508) 
Additional dividends proposed (R$599.12 per thousand shares)      273,492  (273,492)         
Other comprehensive income          (1,198,761)  (1,198,761)    (1,198,761) 
Recognition of reserves      2,506,033  (2,506,033)         
Non-controlling interests              280,220  280,220 
Balances at December 31, 2011  1,680,947  30  7,671,620    (1,366,776)  7,985,821  431,349  8,417,170 

table of contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statement of Cash Flow

Thousands of Brazilian reais

        
 

Note

 

2013

 

2012

 

2011(*)

        

Profit (loss) for the year

 

 

533,994

 

-480,574

 

3,667,234

Accrued charges on borrowings and financing

  

2,233,500

 

2,203,057

 

2,650,622

Depreciation/ depletion / amortization

 

 

1,155,593

 

1,100,472

 

948,251

Share of profits of investees

  

-158,138

 

-641,436

  

Deferred income tax and social contribution

 

 

-1,216,594

 

-1,274,207

 

-52,542

Provision for tax, social security, labor and civil risks

  

97,371

 

232,308

 

183,697

Monetary variation and exchange differences

 

 

1,638,653

 

1,010,237

 

-250,083

Provision of swaps/forwards transactions

  

25,597

 

13,739

 

110,009

Impairment of available-for-sale assets

 

 

5,002

 

2,022,793

  

Gain from write off and disposal of assets

  

31,660

 

9,759

 

54,727

Provision for actuarial liabilities

 

 

13,488

 

-30,655

 

-11,412

Realization of available-for-sale investments

    

 

 

-698,164

Impairment loss adjustment

 

 

48,469

 

 

  

Gain on loss of control over Transnordestina

  

-473,899

 

 

  

Impairment of the Transnordestina old railway network

 

 

216,446

 

 

  

Other provisions

  

-3,886

 

43,372

 

-19,462

Cash generated from operations

 

 

4,147,256

 

4,208,865

 

6,582,877

        

Trade receivables - third parties

 

 

-225,028

 

55,349

 

-482,544

Trade receivables - related parties

  

-62,795

 

-318,080

 143,117

Inventories

 

 

259,301

 

164,755

 

-410,264

Receivables from related parties

  

-54,931

 

-4,393

 

471,666

Recoverable taxes

 

 

486,787

 

172,402

 

16,700

Judicial deposits

  

5,821

 

32,595

 

-20,253

Dividends received from related parties

 

 

324,180

 

247,403

  

Trade payables

  

-841,157

 

727,337

 

544,300

Payroll and related taxes

 

 

148,556

 

-110,999

 

-47,072

Taxes in installments - REFIS

  

446,443

 

-125,896

 

-160,539

Payables to related parties

 

 

-3,063

 

 

 

 

Interest paid

  

-2,376,537

 

-2,447,407

 

-2,145,400

Interest on swaps paid

 

 

-4,617

 

-39,040

 

-360,976

Other

  

-52,137

 

-33,918

 

70,168

Increase (decrease) in assets and liabilities

 

 

-1,949,177

 

-1,679,892

 

-2,381,097

        

Net cash generated by operating activities

 

 

2,198,079

 

2,528,973

 

4,201,780

        

Investments

 

 

-5,131

 

-166,915

 

-57,157

Purchase of property, plant and equipment

  

-2,489,569

 

-2,736,452

 

1,310,171

Cash from merger of subsidiaries

 

 

  

14,880

  

Receipt/payment in derivative transactions

  

426,328

 

65,931

 

-2,126,493

Acquisition of subsidiaries

 

 

  

-301,192

 

-4,400,825

Purchase of intangible assets

  

-635

 

-1,388

 

-707

Cash and cash equivalents on the loss of control over Transnordestina

 

 

-146,475

    

Short-term investment, net of redeemed amount

  

-30,324

 

22,926

  

Net cash used in investing activities

 

 

-2,245,806

 

-3,102,210

 

-5,275,011

        

Borrowings and financing raised

 

 

1,697,363

 

3,520,263

 

7,824,012

Repayments to financial institutions - principal

  

-1,923,703

 

-2,429,046

 

-1,469,206

Repayments of principal - acquisition of subsidiaries

 

 

  

-803,456

  

Dividends and interest on capital

  

-1,660,503

 

-1,199,734

 

-1,856,381

Capital contribution by non-controlling shareholders

 

 

5,424

 

56,194

 

242,290

Net cash (used in) generated by financing activities

  

-1,881,419

 

-855,779

 

4,740,715

 

 

 

     

Exchange rate changes on cash and cash equivalents

  

32,997

 

-119,853

 

1,510,631

 

 

 

     

Increase (decrease) in cash and cash equivalents

  

-1,896,149

 

-1,548,869

 

5,178,115

Cash and cash equivalents at the beginning of the year

 

 

11,891,821

 

13,440,690

 

10,239,278

Cash and cash equivalents at the end of the year

  

9,995,672

 

11,891,821

 

15,417,393

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief

 

The accompanying notes are an integral part of these consolidated financial statements.

FS-5


 

       
Companhia Siderúrgica Nacional and Subsidiaries       
Consolidated Statements of Comprehensive Income       
Thousands of Brazilian reais
 
   
  2011  2010  2009 
Profit for the year  3,667,234  2,516,191  2,615,181 
 
Other comprehensive income  -1,198,761  417,700  -585,113 
Exchange differences arising on translation of foreign operations, net of taxes  195,046  -69,270  -618,723 
Actuarial gains/(losses) on defined benefit plan, net of taxes  -74,331  -28,603  -3,275 
Net change in fair value of available-for-sale financial assets, net of taxes  -621,312  515,573  36,885 
Net change in fair value of available-for-sale financial assets transferred to profit or loss  -698,164   
 
Comprehensive income for the year  2,468,473  2,933,891  2,030,068 
 
Attributable to:       
Companhia Siderúrgica Nacional  2,507,272  2,934,076  2,033,821 
Non-controlling interests  -38,799  -185  -3,753 

table of contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statement of Changes in Shareholders' Equity

Thousands of Brazilian reais

         
 

Paid-in Capital

Capital Reserve

Earnings Reserve

Retained earnings

Other Comprehensive income

Shareholders´ Equity

Non-Controling interests

Consolidated Equity

Opening balance at January 1, 2011

1,680,947

30

6,119,798

 

-168,015

7,632,760

189,928

7,822,688

Approval of prior year’s proposed dividends

  

-1,227,703

  

-1,227,703

 

-1,227,703

Profit for the year

 

 

 

3,706,033

 

3,706,033

-38,799

3,667,234

Allocation of profit for the year

        

Declared dividends (R$635.48 per thousand shares)

 

 

 

-926,508

 

-926,508

 

-926,508

Additional dividends proposed (R$187.58 per thousand shares)

  

273,492

-273,492

    

Other comprehensive income

 

 

 

 

-1,198,761

-1,198,761

 

-1,198,761

Recognition of reserves

  

2,506,033

-2,506,033

    

Non-controlling interests

 

 

 

 

 

 

280,220

280,220

Balances at December 31, 2011 (*)

1,680,947

30

7,671,620

 

-1,366,776

7,985,821

431,349

8,417,170

Capital transactions with shareholders

2,859,053

 

-3,432,545

 

 

-573,492

 

-573,492

Capital increases

2,859,053

 

-2,859,053

     

Declared dividends (R$205.77 per thousand shared)

 

 

-300,000

 

 

-300,000

 

-300,000

Interest on capital (R$384.10 per thousand shares)

  

-560,000

  

-560,000

 

-560,000

Interest on capital proposed

 

 

560,000

 

 

560,000

 

560,000

Approval of prior year’s proposed dividends

  

-273,492

  

-273,492

 

-273,492

Total comprehensive income

 

 

 

-548,532

1,753,100

1,204,568

-60,461

1,144,107

Profit for the year

   

-420,113

 

-420,113

-60,461

-480,574

Other comprehensive income

 

 

 

-128,419

1,753,100

1,624,681

 

1,624,681

Cumulative translation adjustments for the period

    

147,735

147,735

 

147,735

Actuarial (losses)/gains on defined benefit pension plan

 

 

 

 

-22,21

-22,210

 

-22,210

Available-for-sale assets, net of taxes

    

1,499,156

1,499,156

 

1,499,156

Acturial losses reclassification

 

 

 

-128,419

128,419

 

 

 

Internal changes in shareholders' equity

  

-548,532

548,532

    

Losses absorption for the period

 

 

-420,113

420,113

 

 

 

 

Acturial losses absorption

  

-128,419

128,419

    

Non-controlling interests in subsidiaries

 

 

 

 

 

 

19,728

19,728

Balances at December 31, 2012

4,540,000

30

3,690,543

 

386,324

8,616,897

390,616

9,007,513

Capital transactions with shareholders

 

 

-560,000

-800,000

 

-1,360,000

 

-1,360,000

Capital increases

        

Declared dividends (R$418.39 per thousand shared)

 

 

 

-610,000

 

-610,000

 

-610,000

Interest on capital (R$130.32 per thousand shares)

   

-190,000

 

-190,000

 

-190,000

Approval of prior year’s proposed dividends

 

 

-560,000

 

 

-560,000

 

-560,000

FS-6


table of contents

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statement of Changes in Shareholders' Equity

Thousands of Brazilian reais

         
         
 

Paid-in Capital

Capital Reserve

Earnings Reserve

Retained earnings

Other comprehensive income

Shareholders´Equity

Non-Controling interests

Consolidated Equity

Total comprehensive income

   

509,025

330,648

839,673

24,969

864,642

Profit for the year

 

 

 

509,025

 

509,025

24,969

533,994

Other comprehensive income

    

330,648

330,648

 

330,648

Cumulative translation adjustments for the period

 

 

 

 

218,927

218,927

 

218,927

Actuarial (losses)/gains on defined benefit pension plan

    

64,336

64,336

 

64,336

Available-for-sale assets, net of taxes

 

 

 

 

44,084

44,084

 

44,084

Impairment of available-for-sale assets

    

3,301

3,301

 

3,301

Internal changes in shareholders' equity

 

 

-290,975

290,975

 

 

-443,096

-443,096

Recognition of reserves

  

25,451

-25,451

    

Reversal of statutory working capital reserve

 

 

-316,426

316,426

 

 

 

 

Non-controlling interests in subsidiaries

      

-443,096

-443,096

Balances at December 31, 2013

4,540,000

30

2,839,568

 

716,972

8,096,570

-27,511

8,069,059

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief

The accompanying notes are an integral part of these consolidated financial statements.

FS-6FS-7


(expressed Intable of contents

 (Expressed in thousands of reais – R$, unless otherwise stated)

 

1.    DESCRIPTION OF BUSINESS

 

Companhia Siderúrgica Nacional “CSN”, also referred to as the Company, is a publicly-held company incorporated on April 9, 1941, under the laws of the Federative Republic of Brazil (Companhia Siderúrgica Nacional, its subsidiaries, associates and jointly controlled entities collectively referred to herein as "CSN" or the “Company”"Group”).The. The Company’s registered office social is located at Avenida Brigadeiro Faria Lima, 3400 –in São Paulo, SP.SP, Brazil.

                                                                 

CSN is a Company withhas shares listed on the São Paulo Stock Exchange (BOVESPA)(BM&F BOVESPA) and the New York Stock Exchange (NYSE). Accordingly, it reports its information to the Brazilian Securities Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).

 

The Group's main operating activities of CSN are divided into 5 (five)five (5) operating segments as follows:

 

·      Steel: 

 

The Company’s main industrial facility is the Presidente Vargas Steel Mill (“UPV”), located in the city of Volta Redonda, State of Rio de Janeiro. This segment consolidates the operations related to the production, distribution and sale of flat steel, long steel, metallic packagingcontainers and galvanized steel. In addition to the facilities in Brazil, CSN has operations in the United States, Portugal and PortugalGermany aimed at gaining markets and performing excellent services for final consumers. Its steels are used in the home appliances, civil construction and automobile industries.

 

·      Mining: 

 

The production of iron ore is developed in the city of Congonhas, in the State of Minas Gerais. It further mines tin in the State of Rondônia to supply the needs of UPV, with the excess of these raw materials being sold to subsidiaries and third parties.CSNparties. CSN holds athe concession to operate TECAR, a solid bulk maritime terminal, one of the 4 (four) terminals that formcomprise the Itaguaí Port, located in Rio de Janeiro. Importations of coal and coke are carried out through this terminal.

 

·      Cement: 

 

The CompanyCSN entered the cement market boosted by the synergy between this new activity and its already existing businesses. Next to the Presidente Vargas Steel Mill in Volta Redonda (RJ), it installed a new business unit: CSN Cimentos, which produces CP-III type cement by using slag produced by the UPV blast furnaces in Volta Redonda. ExploresIt also explores limestone and dolomitodolomite at the Arches drive in the State of Minas Gerais, to feedsupply the needs of UPV and CSN Cement, andof the surplus of such raw materials is sold to subsidiaries and third parties.cement plant.

 

During 2011, the Clinker used in the manufacture of cement was purchased from third parties, however, by the end of 2011, with the completion of the first stage of the Clinker plant in Arcos (MG), this has already filled the needs of grinding of CSN Cimentos located in Volta Redonda.

·      Logistics:Logistics 

 

Railroads:

 

CSN has equity interests in twothree railroad companies: MRS Logística S. A., which manages the former Southeast NetworkRailway System of Rede Ferroviária Federal S.A. (RFFSA), and Transnordestina Logística S. A. (“TLSA”) and FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), which operatesoperate the former Northeast NetworkNortheastern Railway System  of the RFFSA, in the statesStates of  Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.Alagoas, with TLSA being responsible for the sections of Missão Velha - Salgueiro, Salgueiro - Trindade, Trindade - Eliseu Martins, Salgueiro - Porto de Suape and Missão Velha - Porto de Pecém (Railway System II) and FTL being responsible for the sections of São Luiz - Mucuripe, Arrojado - Recife, Itabaiana - Cabedelo, Paula Cavalcante - Macau and Propriá - Jorge Lins (Railway System I).

 

PortsPorts:

 

FS-7FS-8


 

table of contents

In the State of Rio de Janeiro, by means of its subsidiary Sepetiba Tecon S. A., the Company operates the Container Terminal known as Sepetiba Tecon(Tecon) at the Itaguaí Port.  Located in the Bay of Sepetiba, this port has privileged highway, railroad and maritime access.

 

Tecon handles the shipments of CSN steel products, movement of containers, as well as storage, consolidation and deconsolidation of cargo.

 

·      Energy: 

 

As energy is fundamental in its production process, the Company has invested in assets for generation of electric power to guarantee its self-sufficiency.

 

For further details on strategic investments in the Company’sGroup's segments, see Note 27 –26 - Business Segment Information.Reporting.

 

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)     Basis of preparation

 

The consolidated financial statements have been prepared and are being presented in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the notes to this report and refer to the allowance for doubtful debts, provisionallowance for inventory losses, provision for labor, civil, tax, environmental and social security risks, depreciation, amortization, depletion, provision for impairment, deferred taxes, financial instruments and employee benefits.  Actual results may differ from these estimates.

 

The financial statements are presented in thousands of Brazilian reais (R$). Depending on the applicable IFRS standard, the measurement criterion used in preparing the financial statements considers the historical cost, net realizable value, fair value or recoverable amount.

 

Some balances for the financial years 2009 and 2010 were reclassified to permit a better comparability with 2011.

The consolidated financial statements were approved by the Board of Directors and authorized for issue on AprilApril30 26, 2012, 2014.

 

(b)     Consolidated financial statements

 

The accounting policies have been consistently applied to all consolidated companies.

 

The consolidated financial statements for the years ended December 31, 20112013 and 20102012 include the following direct and indirect subsidiaries and jointly-controlled subsidiaries,jointly controlled entities, as well as the exclusive funds Diplic, Mugen and Mugen:Vértice:

 

FS-9


table of contents

·          Companies 

  

Equity interests (%)

  

Companies

 

12/31/2013

 

12/31/2012

 

Core business

       

Direct interest in subsidiaries: full consolidation

 

 

 

 

 

 

CSN Islands VII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands VIII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands IX Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands X Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XI Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XII Corp.

 

100.00

 

100.00

 

Financial transactions

International Investment Fund (1)

   

100.00

 

Equity interests and financial transactions

CSN Minerals S.L.U.

 

100.00

 

100.00

 

Equity interests

CSN Export Europe, S.L.U.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Metals S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

CSN Americas S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

CSN Steel S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

TdBB S.A

 

100.00

 

100.00

 

Dormant company

Sepetiba Tecon S.A.

 

99.99

 

99.99

 

Port services

Mineração Nacional S.A.

 

99.99

 

99.99

 

Mining and equity interests

Florestal Nacional S.A. (2)

 

 

 

99.99

 

Reforestation

Companhia Florestal do Brasil

 

99.99

   

Reforestation

Estanho de Rondônia S.A.

 

99.99

 

99.99

 

Tin mining

Cia Metalic Nordeste

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

Companhia Metalúrgica Prada

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

CSN Cimentos S.A.

 

99.99

 

99.99

 

Cement manufacturing

CSN Gestão de Recursos Financeiros Ltda.

 

99.99

 

99.99

 

Dormant company

Congonhas Minérios S.A.

 

99.99

 

99.99

 

Mining and equity interests

CSN Energia S.A.

 

99.99

 

99.99

 

Sale of electric powe

FTL - Ferrovia Transnordestina Logística S.A. (3)

 

88.41

 

99.99

 

Railroad logistics

Transnordestina Logística S.A. (4)

 

 

 

76.13

 

Railroad logistics

       

Indirect interest in subsidiaries: full consolidation

      

CSN Aceros S.A.

 

100.00

 

100.00

 

Equity interests

Companhia Siderúrgica Nacional LLC

 

100.00

 

100.00

 

Steel

CSN Europe Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Ibéria Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Portugal, Unipessoal Lda.

 

100.00

 

100.00

 

Financial transactions and product sales

Lusosider Projectos Siderúrgicos S.A.

 

99.99

 

100.00

 

Equity interests

Lusosider Aços Planos, S. A.

 

99.98

 

99.94

 

Steel and equity interests

CSN Acquisitions, Ltd.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Resources S.A.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Holdings (UK) Ltd

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Handel GmbH

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

Companhia Brasileira de Latas

 

59.17

 

59.17

 

Sale of cans and containers in general and equity interests

Rimet Empreendimentos Industriais e Comerciais S. A.

 

58.96

 

58.96

 

Production and sale of steel containers and forestry

Companhia de Embalagens Metálicas MMSA

 

58.98

 

58.98

 

Production and sale of cans and related activities

Empresa de Embalagens Metálicas - LBM Ltda.

 

58.98

 

58.98

 

Sales of containers and holding interests in other entities

Empresa de Embalagens Metálicas - MUD Ltda.

 

58.98

 

58.98

 

Production and sale of household appliances and related products

Companhia de Embalagens Metálicas - MTM do Nordeste

 

58.98

 

58.98

 

Production and sale of cans and related activities

Companhia de Embalagens Metálicas - MTM

 

58.98

 

58.98

 

Production and sale of cans and related activities

CSN Steel Comercializadora, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Holdings 1, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Holdings 2, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

Stalhwerk Thüringen GmbH

 

100.00

 

100.00

 

Production and sale of long steel and related activities

CSN Steel Sections UK Limited

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Sections Czech Republic s.r.o.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Sections Polska Sp.Z.o.o

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

       

Direct interest in jointly controlled entities: proportionate consolidation

    

Itá Energética S.A.

 

48.75

 

48.75

 

Electric power generation

CGPAR - Construção Pesada S.A.

 

50.00

 

50.00

 

Mining support services and equity interests

Consórcio da Usina Hidrelétrica de Igarapava

 

17.92

 

17.92

 

Electric power consortium

       

Direct interest in jointly controlled entities: equity method

      

Nacional Minérios S.A.

 

60.00

 

60.00

 

Mining and equity interests

MRS Logística S.A.

 

27.27

 

27.27

 

Railroad transportation

Aceros Del Orinoco S.A.

 

22.73

 

22.73

 

Dormant company

CBSI - Companhia Brasileira de Serviços de Infraestrutura

 

50.00

 

50.00

 

Provision of services

Transnordestina Logística S.A. (4)

 

77.30

 

 

 

Railroad logistics

       

Indirect interest in jointly controlled entities: equity method

      

Namisa International Minérios SLU

 

60.00

 

60.00

 

Financial transactions, product sales and equity interests

Namisa Europe, Unipessoal Lda.

 

60.00

 

60.00

 

Equity interests and sales of products and minerals

Namisa Handel GmbH

 

60.00

 

60.00

 

Financial transactions, product sales and equity interests

MRS Logística S.A.

 

6.00

 

6.00

 

Railroad transportation

Aceros Del Orinoco S.A.

 

9.08

 

9.08

 

Dormant company

       

Direct interest in associates: equity method

      

Arvedi Metalfer do Brasil S.A.

 

20.00

 

20.00

 

Steel and equity interests

 

(1)Company liquidated on May 9, 2013.

(2)Company merged on September 30, 2013.

(3)New corporate name of TFNE - Transnordestina Ferrovias do Nordeste S.A., changed on February 15, 2013.

FS-8FS-10


 

       
  Equity interest (%)   
Companies  12/31/2011  12/31/2010  Main activities 
Direct interest: full consolidation       
CSN Islands VII Corp.  100.00  100.00  Financial transactions 
CSN Islands VIII Corp.  100.00  100.00  Financial transactions 
CSN Islands IX Corp.  100.00  100.00  Financial transactions 
CSN Islands X Corp.  100.00  100.00  Financial transactions 
CSN Islands XI Corp.  100.00  100.00  Financial transactions 
CSN Islands XII Corp.  100.00  100.00  Financial transactions 
Tangua Inc.  100.00  100.00  Financial transactions 
International Investment Fund  100.00  100.00  Equity interests and financial transactions 
CSN Minerals S. L.(1)  100.00  100.00  Equity interests 
CSN Export Europe, S.L. (2)  100.00  100.00  Financial transactions, product sales and equity interests 
CSN Metals S.L. (3)  100.00  100.00  Equity interests and financial transactions 
CSN Americas S.L. (4)  100.00  100.00  Equity interests and financial transactions 
CSN Steel S.L. (5)  100.00  100.00  Equity interests and financial transactions 
TdBB S.A  100.00  100.00  Dormant company 
Sepetiba Tecon S.A.  99.99  99.99  Port services 
Mineração Nacional S.A.  99.99  99.99  Mining and equity interests 
CSN Aços Longos S.A.- merged by Parent Company on 1/28/2011    99.99  Manufacture and sale of steel and/or metallurgical products 
Florestal Nacional S.A.(6)  99.99  99.99  Reforestation 
Estanho de Rondônia S.A.  99.99  99.99  Tin mining 
Cia Metalic Nordeste  99.99  99.99  Manufacture of packaging and distribution of steel products 
Companhia Metalúrgica Prada  99.99  99.99  Manufacture of packaging and distribution of steel products 
CSN Cimentos S.A.  99.99  99.99  Cement manufacturing 
Inal Nordeste S.A.- merged by Parent Company on 5/30/2011    99.99  Service center for steel products 
CSN Gestão de Recursos Financeiros Ltda.  99.99  99.99  Dormant company 
Congonhas Minérios S.A.  99.99  99.99  Mining and equity interests 
CSN Energia S.A.  99.99  99.99  Sale of electric power 
Transnordestina Logística S.A.  70.91  76.45  Railroad logistics 
Indirect interest: full consolidation       
CSN Aceros S.A.  100.00  100.00  Equity interests 
Companhia Siderurgica Nacional LLC  100.00  100.00  Steel 
CSN Europe Lda.(7)  100.00  100.00  Financial transactions, product sales and equity interests 
CSN Ibéria Lda.  100.00  100.00  Financial transactions and equity interests 
CSN Portugal, Unipessoal Lda. (8)  100.00  100.00  Financial transactions and product sales 
Lusosider Projectos Siderúrgicos S.A.  100.00  100.00  Equity interests 
Lusosider Aços Planos, S. A.  99.94  99.94  Steel and equity interests 
CSN Acquisitions, Ltd.  100.00  100.00  Financial transactions and equity interests 
CSN Resources S.A.(9)  100.00  100.00  Financial transactions and equity interests 
CSN Finance UK Ltd  100.00  100.00  Financial transactions and equity interests 
CSN Holdings UK Ltd  100.00  100.00  Financial transactions and equity interests 
CSN Handel GmbH(10)  100.00    Financial transactions, product sales and equity interests 
Itamambuca Participações S. A. - merged by CSN Cimentos em 5/30/2011    99.99  Mining and equity interests 
Companhia Brasileira de Latas (11)  59.17    Sale of cans and containers in general and equity interests 
Rimet Empreendimentos Industriais e Comerciais S. A.(11)  58.08    Production and sale of steel containers and forestry 
Companhia de Embalagens Metálicas MMSA (11)  58.98    Production and sale of cans and related activities 
Empresa de Embalagens Metálicas - LBM Ltda. (11)  58.98    Sales of containers and holding interests in other entities 
Empresa de Embalagens Metálicas - MUD Ltda. (11)  58.98    Production and sale of household appliances and related products 
Empresa de Embalagens Metálicas - MTM do Nordeste (11)  58.98    Production and sale of cans and related activities 
Companhia de Embalagens Metálicas - MTM (11)  58.98    Production and sale of cans and related activities 
Direct interest: proportionate consolidation       
Nacional Minérios S.A.  60.00  60.00  Mining and equity interests 
Itá Energética S.A.  48.75  48.75  Generation of electric power 
MRS Logística S.A.  27.27  22.93  Railroad transportation 
Consórcio da Usina Hidrelétrica de Igarapava  17.92  17.92  Electric power consortium 
Aceros Del Orinoco S.A.  22.73  22.73  Dormant company 
CBSI - Companhia Brasileira de Serviços de Infraestrutura (12)  50.00    Provision of services 
Indirect interest: proportionate consolidation       
Namisa International Minerios SLU  60.00  60.00  Equity interests and sales of products and minerals 
Namisa Europe, Unipessoal Lda.  60.00  60.00  Equity interests and sales of products and minerals 
MRS Logística S.A.  6.00  10.34  Railroad transportation 
Aceros Del Orinoco S.A.  9.08  9.08  Dormant company 
Aloadus Handel GmbH (10)  60.00    Financial transactions, product sales and equity interests 

 

(1) New corporate name of CSN Energy S.à.r.l., changed on December 15, 2010. 
(2) New corporate name of CSN Export S.à.r.l., changed on August 9, 2011. 
(3) New corporate name of CSN Overseas S.à.r.l., changed on December 15, 2010. 
(4) New corporate name of CSN Panamá S.à.r.l., changed on December 15, 2010. 
(5) New corporate name of CSN Steel S.à.r.l., changed on December 17, 2010. 
(6) New corporate name of Itaguaí Logística S.A., changed on December 27, 2010. 
(7) New corporate name of CSN Madeira Lda., changed on January 8, 2010. 
(8) New corporate name of Hickory-Comércio Internacional e Serviços Lda., changed on January 8, 2010. 
(9) New corporate name of CSN Cement S.à.r.l., changed on June 18, 2010. 
(10)  Companies that became subsidiaries on November 3, 2011.

table of contents

 

FS-9


(11)(4)Companies thatOn December 27, 2013, TLSA became subsidiaries on July 12, 2011.

(12)Equity interest acquired on December 5, 2011.a jointly controlled entity and the investment accounted for under the equity method, as mentioned in note 9.b.

 

·          Exclusive funds

      
 Interest held    

Equity interests (%)

  
Exclusive funds  12/31/2011  12/31/2010  Main activities  

12/31/2013

 

12/31/2012

 

Core business

      
Direct interest: full consolidation       

 

 

 

 

 

 

DIPLIC - Fundo de investimento multimercado  100.00  100.00  Investment fund 
Mugen - Fundo de investimento multimercado  100.00  100.00  Investment fund 

DIPLIC - Private credit balanced mutual fund

 

100.00  

 

100.00

 

Investment fund

Mugen - Private credit balanced mutual fund

 

100.00  

 

100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

Caixa Vértice - Private credit balanced mutual fund

100.00  

 

100.00

 

Investment fund

 

In preparing the consolidated financial statements the following consolidation procedures have been applied:

 

Unrealized gains on transactions with subsidiaries and jointly controlled entities are eliminated to the extent of CSN’s equity interests in the related entity in the consolidation process. Unrealized losses are eliminated in the same manner as unrealized gains, although only to the extent that there are indications of impairment. The base date of the financial statements of the subsidiaries and jointly controlled entities and affiliated companiesis the same as that of the Company, and their accounting policies are in line with the policies adopted by the Company.

 

·         Subsidiaries  

 

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to determine the, whose financial and operating policies generally accompanying a shareholding of more than one half ofcan be conducted by the voting rights.Company and when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to use its power to affect its returns.  The existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date when control is transferred to the Company and are deconsolidated from the date when such control ceases.

 

·         JointJointly controlled entities

 

Jointly controlled entities are all entities over which the Group has joint control with one or more other parties. The investments in joint arrangements are classified as joint operations or joint ventures depending on the contractual rights and characteristics of each investor.

The investments in jointly controlled entities classified as joint venturesare accounted for under the equity method and are not consolidated. Some joint arrangements were considered as joint operation in 2013, due to the application of IFRS 11, see further details in note 3.

Jointly arrangements are all entities over which the Company has joint control with one or more other parties. The investments in joint arrangements are classified as joint operations or joint ventures depending on the contractual rights and characteristics of each investor.

Joint arrangements are accounted for in the financial statements in order to represent the Company's contractual rights and obligations. Thus, the assets, liabilities, revenues and expenses related to its interests in joint arrangements are accounted for individually in the financial statements.

The Company eliminates the effect on profit or loss of transactions carried out with joint controlled entities and, as a result, reclassifies part of the share of profits (losses) of jointly controlled entities are included in the consolidated financial statements from the date when shared control starts through the date when shared control ceases to exist. Jointly controlled entities are proportionately consolidated.finance costs, cost of sales and income tax and social contribution.

 

·Associates 

Associates are all entities over which the Company has significant influence but not control, generally through a shareholding of 20% to 50% of the voting rights. Investments in associates are accounted for under the equity method of accounting and are initially recognized at cost.

FS-11


table of contents

·         Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with owners of Company equity. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in shareholders' equity. Gains and losses on disposals to non-controlling interests are also recognized directly in shareholders' equity, in line item “Valuation adjustments to equity”.

 

When the Company no longer holds control, any retained interest in the entity is remeasured to its fair value, with the change in the carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest asin an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

(c)     Foreign currencies

 

i.      Functional and presentation currency

 

FS-10


Items included in the financial statements of each one of the Company’sCompany's subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). The consolidated financial statements are presented in Brazilian reais (R$), which is the Company’s functional currency and the Group’s presentation currency.

 

ii.     Balances and transactions

 

Transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuation on which items are remeasured. Foreign exchange gains and losses resulting from the settlement of these transactions and from the translation at exchange rates in effect as as of December 31, 20112013 of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when they are recognized in shareholders' equity as qualifying cash flow hedges and qualifying net investment hedges.

 

The asset and liability balances are translated at the exchange rate in effect at the end of the reporting period. As of December 31, 2011,2013, US$1 is equivalent to R$1.87582.3426 (R$1.66622.0435 as of December 31, 2010)2012), EUR€$ 1 is equivalent to R$2.43423.2265 (R$2.22802.6954 as of December 31, 2010), A$2012) and ¥$ 1 is equivalent to R$1.91160.02233 (R$1.69590.02372 as of December 31, 2010) and JPY 1 is equivalent to R$0.02431 (R$0.0205 as of December 31, 2010)2012).

 

All other foreign exchange gains and losses, including foreign exchange gains and losses related to loans and cash and cash equivalents, are presented in the income statement as finance income or costs.

 

Changes in the fair value of monetary securities denominated in foreign currency, classified as available-for-sale, are segregated into translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Exchange differences related to changes in amortized cost are recognized in profit or loss, and other changes in the carrying amount are recognized in shareholders' equity.

 

Exchange differences on non-monetary financial assets and liabilities classified as measured at fair value through profit or loss are recognized in profit or loss as part of the gain or loss on the fair value. Exchange differences on non-monetary financial assets, such as investments in shares classified as available-for-sale, are included in comprehensive income in shareholders' equity.

 

iii.    Group companies

 

The results and financial position of all the Group’s entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the reporting currency are translated into the reporting currency as follows:

 

FS-12


table of contents

·        Assets and liabilities in each balance sheet presented have been translated at the exchange rate at the end of the reporting period.period;

 

·        Income and expenses of each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates in effect at the transaction dates, in which case income and expenses are translated at the rate in effect at the transaction dates); and

 

·        All resulting exchange differences are recognized as a separate component in other comprehensive income.

 

On consolidation, exchange differences resulting from the translation of monetary items with characteristics of net investment in foreign operations are recognized in shareholders' equity. When a foreign operation is partly disposed of or sold, exchange differences previously recorded in other comprehensive income are recognized in the income statement as part of the gain or loss on sale.

 

(d)     Cash and cash equivalents

 

FS-11


Cash and cash equivalents include cash on hand and in banks and other short-term highly liquid investments redeemable within 90 days from the end of the reporting period, readily convertible into a known amount of cash and subject to an insignificant risk of change in value. Certificates of deposit that can be redeemed at any time without penalties are considered as cash equivalents.

 

(e)     Trade receivables

 

Trade receivables are initially recognized at fair value, including the related taxes and expenses. Foreign currency-denominated trade receivables are adjusted at the exchange rate in effect at the end of the reporting period. The allowance for estimated losses on doubtful debts waswere recognized in an amount considered sufficient to cover any losses. Management’s assessment takes into consideration the customer’s history and financial position, as well as the opinion of our legal counsel regarding the collection of these receivables for recognizing the allowance.allowance for estimated losses.

 

(f)      Inventories 

 

Inventories are statedcarried at the lower of cost and net realizable value. Cost is determined using the weighted average cost method on the acquisition of raw materials. The costs of finished products and work in process comprise raw materials, labor and other direct costs (based on the normal production capacity). Net realizable value represents the estimated selling price in the normal course of business, less estimatedcosts of completion and costs necessary to make the sale. Losses The allowance for estimated losses for slow-moving or obsolete inventories are recognized when considered appropriate.

 

Stockpiled ore inventories are accounted for as processed when removed from the mine. The cost of finished products comprises all direct costs necessary to transform stockpiled inventories into finished products.

 

(g)     Investments 

 

ForeignInvestments in subsidiaries, joint venture entities and associates are accounted for under the equity method of accounting and are initially recognized at cost. The gains or losses are recognized in profit or loss as operating revenue (or expenses) in the financial statements. In the case of foreign exchange differences arising on translating foreign investments that have a functional currency different from the Company’s, changes in investments due exclusively to foreign exchange differences, as well as adjustments to pension plans and available-for-sale investments that impact the subsidiaries’ shareholders' equity, are recognized in other comprehensive income,line item “Cumulative translation adjustments”, in the Company’s shareholders' equity, and are only recognized in profit or loss when the investment is disposed of or written off due to impairment loss. Other investments are recognized and maintained at cost or fair value.

FS-13


table of contents

When necessary, the accounting policies of subsidiaries and jointly controlledjoint venture entities are changed to ensure consistency and uniformity of criteria with the policies adopted by the Company.

 

(h)   Business combination

 

The acquisition method is used to account for each business combination conducted by the Company. The consideration transferred for acquiring a subsidiary is the fair value of the assets transferred, liabilities incurred and equity instruments issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, where applicable. Acquisition-related costs are recognized in profit or loss for the year, as incurred. Identifiable assets acquired and liabilities assumed in a business combination are initially measured at their fair values at the acquisition date. The Company recognizes non-controlling interests in the acquiree according to the proportional non-controlling interest held in the fair value of the acquiree’s new assets (see note 3)4).

 

(i)      Property, plant and equipment

 

Property, plant and equipment are carried at cost of acquisition, formation or construction, less accumulated depreciation or depletion and any impairment loss. Depreciation is calculated under the straight-line method based on the remaining economic useful economic lives of assets, as mentioned in note 12.10. The depletion of mines is calculated based on the quantity of ore mined. Land is not depreciated since itstheir useful life is considered indefinite. However, if the tangible assets are mine-specific, that is, used in the mining activity, they are depreciated over the economicshorter of the normal useful lives forof such assets.assets or the useful life of the mine. The Company recognizes in the carryingamountcarrying amount of property, plant and equipment the cost of replacement, reducing the carrying amount of the part that it is replacing if it is probable that future economic benefits embodied therein will revert to the Company, and if the cost of the asset can be reliably measured. All other disbursements are expensed as incurred. Borrowing costs related to funds obtained for construction in progress are capitalized until these projects are completed.

FS-12


If some components of property, plant and equipment have different useful lives, these components are separately recognized as property, plant and equipment items.

 

Gains and losses on disposal are determined by comparing the sale value less the residual value and are recognized in ‘Other operating income (expenses)’.

 

Mineral rights acquired are classified as other assets in property, plant and equipment.

 

Exploration expenditures are recognized as expenses until the viability of mining activities is established; after this period subsequent development costs are capitalized. Exploration and valuation expenditures include:

 

·        Research and analysis of exploration area historical data;

·        Topographic, geological, geochemical and geophysical studies;

·        Determine the mineral asset’s volume and quality/grade of deposits;

·        Examine and test the extraction processes and methods;

·        Topographic surveys of transportation and infrastructure needs;

·        Market studies and financial studies.

 

The costs for the development of new mineral deposits or capacity expansion in mines in operationsoperation are capitalized and amortized using the produced (extracted) units method based on the probable and proven ore quantities.

 

The development stage includes:

 

·        Drillings to define the ore body;

·        Access and draining plans;

·        Advance removal of overburden (top soil and waste material removed prior to initial mining of the ore body) and waste material (non-economic material that is intermingled with the ore body). This is often referred to as stripping

 

FS-14


table of contents

Stripping costs (the costs associated with the removal of overburdened and other waste materials) incurred during the development of a mine, before production commences, are capitalized as part of the depreciable cost of developing the property. Such costs are subsequently amortized over the useful life of the mine based on proven and probable reserves.

 

Post-production stripping costs are included in the cost of the inventory produced (that is extracted), at each mine individuallyexcept when a new campaign is launched to permit the access to a significant new ore body. In such cases, the cost is capitalized as a non-current asset and amortized during the period that stripping costs are incurred.extraction of the ore body.

 

The Company holds spare parts that will be used to replace parts of property, plant and equipment and that will increase the asset’s useful life and the useful life of which exceeds 12 monthsmonths.  These parts are classified in property, plant and equipment and not in inventories.

 

(j)      Intangible assets

 

Intangible assets comprise assets acquired from third parties, including through business combinations and/or those internally generated.

 

These assets are recognized at cost of acquisition or formation, less amortization calculated on a straight-line basis based on the exploration or recovery periods.

FS-13


 

Intangible assets with indefinite useful lives and goodwill based on expected future profitability are not amortized.

 

·      Goodwill 

 

Goodwill represents the positive difference between the amount paid and/or payable for the acquisition of a business and the net fair values of the assets and liabilities of the acquiree. Goodwill on acquisitions of subsidiaries is recognized as ‘Intangible assets’ in the consolidated financial statements. In the individual balance sheet, goodwill is included in investments. Negative goodwill is recognized as a gain in profit for the period at the acquisition date. Goodwill is annually tested for impairment. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of a Cash-Generating Unit (CGU) include the carrying amount of goodwill related to the CGU sold.

 

Goodwill is allocated to CGUs for impairment testing purposes. The allocation is made to Cash-Generating Units or groups of Cash-Generating Units that are expected to benefit from the business combination from which the goodwill arose, and the unit is not greater than the operating segment.

 

·      Software 

 

Software licenses purchased are capitalized based on the costs incurred to purchase the software and make it ready for use. These costs are amortized on a straight-line basis over the estimated economic useful lives.lives of 1 to 5 years.

                   

(k)     Impairment of non-financial assets

 

Assets with infinite useful lives, such as goodwill, are not subject to amortization and are annually tested for impairment. Assets subject to amortization are tested for impairment when whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized at the amount by which the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of the fair value of an asset less costs to sell and its value in use. For impairment testing purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows (Cash Generating Units, -or CGUs). Non-financial assets, except goodwill, that are considered impaired are subsequently reviewed for possible reversal of the impairment at the reporting date.

 

(l)      Employee benefits

 

FS-15


table of contents

i.    Employee benefits

 

Defined contribution plans

 

A defined contribution plan is as a post-employment benefit plan whereby an entity pays fixed contributions to a separate entity (pension fund) and will not have any legal or constructive obligation to pay additional amounts. Obligations for contributions to defined contribution pension plans are recognized as employee benefit expenses in the income statement for the periods during which services are provided by employees. Contributions paid in advance are recognized as an asset on condition that either cash reimbursement or reduction in future payments is available. Contributions to a defined contribution plan that is expected to mature twelve (12) months after the end of the period in which the employee provides services are discounted to their present values.

 

Defined benefit plans

 

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.  The Company’s net obligation regarding defined pension benefit plans is calculated individually for each plan by estimating the value of the future benefit that the employees accrue as return for services provided in the current period and in prior periods; such benefit is discounted to its present value.  Any unrecognized costs of past services and the fair values of any plan assets are deducted.  The discount rate is the yield presented at the end of the reporting period for top line debt securities whose maturity dates approximate the terms and conditions of the Company’s obligations and which are denominated in the same currency as theonethe one in which it is expected that the benefits will be paid.  The calculation is made annually by a qualified actuary using the projected unit credit method.  When the calculation results in a benefit for the Company, the asset to be recognized is limited to the total amount of any unrecognized costs of past services and the present value of the economic benefits available in the form of future plan reimbursements or reduction in future contributions to the plan.  In calculating the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any Company plan. An economic benefit is available to the Company if it is realizable during the life of the plan or upon settlement of the plan’s liabilities.

FS-14


SomeThe Company and some of the Company’s entitiesits subsidiaries offered a postretirement healthcare benefit to its employees. The right to these benefits is usually contingent to their remaining in employment until the retirement age and the completion of the minimum length of service. The expected costs of these benefits are accumulated during the employment period, and were calculated using the same accounting method used for defined benefit pension plans. These obligations are annually evaluatedvalued by qualified independent actuaries.

 

When the benefits of a plan are increased, the portion of the increased benefit related to past services of employees is recognized on a straight-line basis over the average periodin profit or loss until the benefits become vested. When the benefits become immediately vested, the expense is recognized in profit or loss.

 

The Company has chosen to recognize all the actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income, and only registered in income statement ifsubsequently transferred to retained earnings or accumulated losses.  If the plan is extinguished.extinguished, actuarial gains and losses are recognized in profit or loss.

 

ii.   Profit sharing and bonus

 

Employee profit sharing and executives’ variable compensation are linked to the achievement of operating and financial targets. The Company when such goals are met, recognizes a liability and an expense substantially allocated to production cost and, where applicable, to general and administrative expenses.expenses when such goals are met.

 

(m)    Provisions 

 

Provisions are recognized when: (i) the Company has a present legal or constructive obligation as a result of past events, (ii) it is probable that an outflow of resources will be required to settle a present obligation, and (iii) the amount can be reliably measured. Provisions are determined discounting the expected future cash flows based on a pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the specific risks of the liability.

 

(n)     Concessions 

 

FS-16


table of contents

The Company has government concessions and their payments are classified as operating leases.

 

(o)     Share capital

 

Common shares are classified in shareholders' equity.

 

Incremental costs directly attributable to the issue of new shares or options are shown in shareholders' equity as a deduction from the proceeds, net of taxes.

 

When the Company or any of its subsidiariesGroup company buys Company shares (treasury shares), the amount paid, including any directly attributable additional costs (net of income tax), is deducted from shareholders' equity attributable to owners of the Company until the shares are canceled or reissued. When these shares are subsequently reissued, any amount received, net of any directly attributable additional transaction costs and the related income tax and social contribution effects, is included in shareholders' equity attributable to owners of the Company.

 

(p)     Revenue recognition

FS-15


 

Operating revenue from the sale of goods in the normal course of business is measured at the fair value of the consideration received or receivable. Revenue is recognized when there is convincing evidence that the most significant risks and rewards of ownership of goods have been transferred to the buyer, it is probable that future economic benefits will flow to the entity, the associated costs and possible return of goods can be reliably estimated, there is no continued involvement with the goods sold, and the amount of the operating revenue can be reliably measured. If it is probable that discounts will be granted and the value thereof can be reliably measured, then the discount is recognized as a reduction of the operating revenue as sales are recognized. Revenue from services provided is recognized as it is realized.

 

The appropriate timing for transfer of risks and rewards varies depending on the individual terms and conditions of the sales contract. For international sales, this timing depends on the type of term of the contract.

 

(q)     Finance income and finance costs

 

Finance income includes interest income from funds invested (including available-for-sale financial assets), dividend income (except for dividends received from investees accounted for under the equity method in Company), gains on disposal of available-for-sale financial assets, changes in the fair value of financial assets measured at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized in profit or loss under the effective interest method. Dividend income is recognized in profit or loss when the Company’s right to receive payment has been established. Distributions received from investees accounted for byunder the equity method reduce the investment value.

 

Finance costs comprise interest expenses on borrowings, net of the discount to present value of the provisions, dividends on preferred shares classified as liabilities, losses in the fair value of financial instruments measured at fair value through profit or loss, impairment losses recognized in financial assets, and losses on hedging instruments that are recognized in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are measured through profit or loss under the effective interest method.

 

Foreign exchange gains and losses are reported on a net basis.

 

(r)      Income tax and social contribution

 

Current and deferred income tax and social contribution are calculated based on the tax lawlaws enacted or substantially enacted by the end of the reporting period, including in the countries where the Group entities operate and generate taxable profit. Management periodically assesses the positions assumed in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The Company recognizes provisions, when appropriate, based on the estimated payments to tax authorities.

 

FS-17


table of contents

The income tax and social contribution expense comprises current and deferred taxes.  The current and deferred taxes are recognized in profit or loss unless they are related to business combinations or items recognized directly recognized in shareholders' equity.

 

Current tax is the expected tax payable or receivable on taxable profit or loss for the year at tax rates that have been enacted or substantially enacted by the end of the reporting period and any adjustment to taxes payable in relation to prior years.

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.  Deferred tax is not recognized for the following temporary differences: initial recognition of assets and liabilities in a transaction that is not a business combination and does not affect either the accounting or taxable profit or loss, and differences associated with investments in subsidiaries and controlled entities when it is probable that they will not reverse in the foreseeable future. Moreover, a deferred tax liability is not recognized for taxable temporary differences resulting in the initial recognition of goodwill. The deferred tax is measured at the rates that are expected to be applied on temporary differences when they reverse, based on the laws thathavethat have been enacted or substantially enacted by the end of the reporting period.

FS-16


Current income tax and social contribution are carried at their net amounts by the taxpayer, in liabilities when there are amounts payable or in assets when prepaid amounts exceed the total amount due at the end of the reporting period.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority on the same entity subject to taxation.

 

A deferred income tax and social contribution asset is recognized for all tax losses, tax credits, and deductible temporary differences to the extent that it is probable that taxable profits will be available against which those tax losses, tax credits, and deductible temporary differences can be utilized.

 

Deferred income tax and social contribution assets are reviewed at the end of each reporting period and reduced to the extent that their realization is no longer probable.

 

(s)     EarningsEarnings/(loss) per share

 

Basic earningsearnings/loss per share are calculated by means of the profitprofit/loss for the year attributable to owners of the Company and the weighted average number of common shares outstanding in the related period. Diluted earningsearnings/loss per share are calculated by means of the average number of shares outstanding, adjusted by instruments potentially convertible into shares, with diluting effect, in the reported periods. The Company does not have any instruments potentially convertible into shares and, accordingly, diluted earningsearnings/loss per share are equal to basic earningsearnings/loss per share.

 

(t)      Environmental and restoration costs

 

The Company recognizes a provision for the costs of recovery of areas and fines when a loss is probable and the amounts of the related costs can be reliably measured. Generally, the period for providing for the amount to be used in recovery coincides with the end of a feasibility study or the commitment to adopt a formal action plan.

 

Expenses related to compliance with environmental regulations are charged to profit or loss or capitalized, as appropriate. Capitalization is considered appropriate when the expenses refer to items that will continue to benefit the Company and that are basically related to the acquisition and installation of equipment to control and/or prevent pollution.

 

(u)     Research and development

 

FS-18


table of contents

All these costs are recognized in the income statement when incurred, except when they meet the criteria for capitalization. Expenditures on researchResearch and development of new productsexpenditures recognized as expense for the year ended December 31, 20112013 amounted to R$6,5325,810 (R$4,314 for the year ended6,033 as of December 31, 2010)2012).

 

(v)     Financial instruments

 

i)   Financial assets

 

Financial assets are classified into the following categories: measured at fair value through profit or loss, loans and receivables, held-to-maturity, and available-for- sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the time of initial recognition.

 

·        Financial assets measured at fair value through profit or loss

 

FS-17


Financial assets at fair value through profit or loss are financial assets held for active and frequent trading. Derivatives are also categorized as held for trading and, accordingly, are classified in this category unless they have been designed as cash flow hedging instruments. Assets in this category are classified in current assets.

 

·        Loans and receivables

 

This category includeincludes loans and receivables that are non-derivative financial assets with fixed or determinable payments not quoted in an active market. They are included in current assets, except those with maturity of more than 12 months after the end of the reporting period (which are classified as non-current assets). Loans and receivables include loans to associates, trade receivables and cash and cash equivalents, except short-term investments. Cash and cash equivalents are recognized at fair value.  Loans and receivables are carried at amortized cost using the effective interest method.

 

·        Held-to-maturity assets

 

These are basically financial assets acquired with the positive intent and ability to hold to maturity. Held-to-maturity investments are initially recognized at their value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method, less any impairment loss.

 

·        Available-for-sale financial assets

 

These are non-derivative financial assets, designated as available-for-sale, that are not classified in any other category. They are included in non-current assets when they are strategic investments of the Company, unless Management intends to dispose of the investment within up to 12 months from the end of the reporting period. Available-for-sale financial assets are recognized at fair value.

 

·        Recognition and measurement

 

Regular purchases and sales of financial assets are recognized at the trading date - the date on which the Company undertakes to buy or sell the asset. Investments are initially recognized at their fair value, plus transaction costs for all financial assets not classified as at fair value through profit or loss. Financial assets at fair value through profit or loss are initially recognized at their fair value and the transaction costs are charged to the income statement. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred, in the latter case, provided that the Company has transferred significantly all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest method.

 

Gains or losses resulting from changes in the fair value of financial assets at fair value through profit or loss are presented in the income statement under “finance income” in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognized in the income statement as part of other finance income when the Company’s right to receive the dividends has been established.

 

FS-19


table of contents

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are segregated into translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Exchange differences on monetary securities are recognized in profit or loss, while exchange differences on non-monetary securities are recognized in shareholders' equity. Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognized in other comprehensive income and are only recognized in profit or loss when the investment is sold or written off as a loss.

 

Interest on available-for-sale securities, calculated under the effective interest method, is recognized in the income statement as part of other income. Dividends from available-for-sale equity instruments, such as shares, are recognized in the income statement as part of other finance income when the Company’s right to receive payments has been established.

 

FS-18


The fair values of publicly quoted investments are based on current purchase prices. If the market for a financial asset (and for instruments not listed on a stock exchange) is not active, the Company establishes the fair value by using valuation techniques. These techniques include the use of recent transactions contracted with third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows, and pricing models that make maximum use of market inputs and relies as little as possible on entity-specific inputs.

 

ii)     Impairment of financial assets

 

The Company assesses atof the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets isimpaired impaired.

 

·        Assets measured at amortized cost

 

A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and such loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

 

The criteria used by CSN to determine whether there is objective evidence of an impairment loss include:

 

·      significant financial difficulty of the issuer or counterparty;

 

·      a breach of contract, such as default or delinquency in interest or principal payments;

 

·      the issue,issuer, for economic or legal reasons relating to the borrower’s financial difficulty, grants to the borrower a concession that the lender would not otherwise consider;

 

·      it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

 

·      the disappearance of an active market for that financial asset because of financial difficulties; or

 

·      observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of such assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:

- adverse changes in the payment status of borrowers in the portfolio;

- national or local economic conditions that correlate with defaults on the assets in the portfolio.

 

The amount of the loss is measured as the difference between the carrying amount of the assetassets and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the original effective interest rate of the financial asset. The carrying amount of the asset is reduced and the amount of the loss is recognized in the income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate to measure an impairment loss is the current effective interest rate determined pursuant to thecontract. As a practical expedient, the Company may measure impairment on the basis of an instrument’s fair value using an observable market price.

FS-20


table of contents

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed and recognized in the consolidated income statement.

 

·        Assets classified as available-for-sale

 

FS-19


In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost is also objective evidence of impairment.Determining what is considered a “significant” or “prolonged” decline requires judgment. For this judgment we assess, among other factors, the historical changes in the equity prices, the duration and proportion in which the fair value of the investment is lower than its cost, and the financial health and short-term prospects of the business for the investee, including factors such as:  industry and segment performance, changes in technology, and operating and financial cash flows.If there is any of this evidence of impairment of available-for-sale financial assets, the cumulative loss—measured as the difference between the acquisition cost and the current fair value, less any impairment loss on the financial asset previously recorded in profit or loss—is reclassified from shareholders' equity and recognized in the income statement. If,Impairment losses recognized in a subsequent period, the fair value of a debt instrument classifiedincome statement as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss isinstruments are not reversed through the income statement.

 

CSN tested for impairment its available-for-sale investment in Usiminas shares (see note 15)13).

 

iii)    Financial liabilities

 

Financial liabilities are classified into the following categories: measured at fair value through profit or loss and other financial liabilities. Management determines the classification of its financial liabilities at the time of initial recognition.

 

·      Financial liabilities measured at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading or designated as at fair value through profit or loss.

 

Derivatives are also classified as trading securities, and thereby are classified so, unless they have been designated as effective hedging instruments.

 

·      Other financial liabilities

 

Other financial liabilities are measured at amortized cost using the effective interest method.

The Company holds the following non-derivative financial liabilities: borrowings, financing and debentures, and trade payables.

 

·        Offsetting financial instruments

 

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to set off recognized amounts and the intention to either settle them on a net basis or to realize the asset and settle the liability simultaneously.

 

iv)   Derivative instruments and hedging activities

 

·        Derivatives measured at fair value through profit or loss

 

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any of these derivative instruments are immediately recognized in the income statement under “Other gains (losses), net”“Finance income” and “Finance costs”.Even though the Company uses derivatives for hedging purposes, it does not apply hedge accounting.

 

FS-21


table of contents

·        Foreign exchange gains or losses on foreign operations

 

Any gain or loss on the instrument related to the effective portion is recognized in equity. The gain or loss related to the ineffective portion is immediately recognized in the income statement under “Other gains (losses), net”.

Gains and losses accumulated in shareholders' equity are included in the income statement when the foreign operation is partially disposed of or sold.

 

FS-20


(w)    Segment information

 

An operating segment is a component of the Group committed to the business activities from which it can obtain revenues and incur expenses, including revenues and expenses related to transactions with any other components of the Group.  All the operating results of operating segments are reviewed regularly by the Executive Officers of CSN to make decisions regarding funds to be allocated to the segment and assessment of its performance, and for which there is distinct financial information available (see Note 27)26).

 

(x)   Government grants

 

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received, when they will be recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs the grants are intended to compensate.

 

The Company has state tax incentives in the North and Northeast regions that are recognized in profit or loss as a reduction of the corresponding costs, expenses and taxes.

 

(y)   New and revised pronouncements adopted for the first in the year beginning January 1, 2013

On January 1, 2013 the Company adopted for the first time certain standards and revised amendments that require the presentation of the adjusted comparative  amounts. These include IFRS 10Consolidated Financial Statements, IFRS 11Joint Arrangements, andIFRS 12Disclosure of Interests in Other EntitiesThe amendments provide additional transition relief, limiting the requirement to provide adjusted comparative information to only the immediately preceding comparative period. The effective date of the amendments is annual periods beginning on or after January 1, 2013, which is aligned with the effective date of IFRS 10, IFRS 11 and IFRS 12. The Company applied transition relief as described above with respect to the adoption of those standards, providing adjusted comparative information to the immediately preceding period of January 1, 2012. As a result, the balances for the year ended December 31, 2012 and the beginning balance at January 1, 2012 are being restated. The financial information related to the year ended December 31, 2011 remain unchanged as such as the related notes that contain information for the year then ended December 31, 2011. Those notes are: 22 – Net sales revenue; 23 – Expenses by nature; 24 – Other operating income (expenses); 25 – Finance income (costs); 26 – Segment Information; 32 - Additional information to cash flows and 33 – Statement of comprehensive income.

The new and revised pronouncements that have had a material impact on the Company’s financial statements and, consequently, resulted in the restatement of the amounts, are described in Note 3.

Other new and revised pronouncements and interpretations adopted for the first time in 2013 include: IAS 1Presentation of Financial Statements; IAS 19Employee Benefits; IFRS 13Fair Value Measurement; IFRS 7Financial Instruments: Disclosures; IAS 27Consolidated and Separate Financial Statements; IAS 28Investments in Associates; and IFRIC 20Stripping Costs in the Production Phase of a Surface Mine. However, they did not have any material impacts on the Company’s financial statements.

(z)New standards and interpretations issued and not yet adopted

 

SeveralThe following standards, amendments to standards and IFRS interpretations issued by the IASB haveare not yet become effective and were not early adopted by the Company for the year ended December 31, 2011, as follows:2013:

 

FS-22


table of contents

Standard

Description

Effective date

Amendments

IAS 32

Financial Instruments: Presentation, on the offsetting of assets and liabilities. Provides additional clarifications to the application guidance in IAS 32 on the requirement to offset financial assets and financial liabilities in the balance sheet.

January 1, 2014

Revised IFRS 10, IFRS12 and IAS27

The amendments to IFRS10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements.

The amendments to IFRS 712 and IAS 27 introduce new requirements to the disclosure of investment entities.

Disclosures – Transfers of Financial Assets

JulyJanuary 1, 20112014

IFRIC 21

Clarifies that an entity recognizes a liability for a tax when the activity that triggers payment occurs. For a levy that requires its payment to be triggered upon reaching a certain threshold, the interpretation indicates that no liability should be recognized before the specified minimum threshold is reached.

January 1, 2014

Revised IAS 39

This revision provides relief on the discontinuance of hedge accounting when the novation of a derivative designated as hedging instrument meets certain criteria.

January 1, 2014

Amendment to IAS 36

The amendment reduces the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed.

January 1, 2014

IFRS 9

Financial Instruments

January 1,. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The IAS 39 guidance on the impairment of financial assets and on hedge accounting continues to apply. The amendment to IFRS 9 postpones the effective date from 2013

to 2015. It also eliminates the requirement for restatement of comparative information and requires additional disclosures on the transition to IFRS 10

Consolidated Financial Statements

January 1, 2013

IFRS 11

Joint Arrangements

January 1, 2013

IFRS 12

Disclosure of Interests in Other Entities

January 1, 2013

IFRS 13

Fair Value Measurement

January 1, 2013

Amendments to IAS 1

Presentation of Items of Other Comprehensive Income

July 1, 2012

Amendments to IAS 12

Deferred Taxes - Recovery of Underlying Assets

January 1, 2012

IAS 19 (revised in 2011)

Employee Benefits

January 1, 2013

IAS 27 (revised in 2011)

Separate Financial Statements

January 1, 2013

IAS 28 (revised in 2011)

Investments in Associates and Joint Ventures

January 1, 2013

IFRIC 20

Stripping Costs in the Production Phase of a Surface Mine

January 1, 2013

9.

 

 

January 1, 2015

 

These standards, amendments and interpretations are effective for annual reporting periods beginning on or after 2012 and 2013 and were not used in preparing these financial statements. No material impact of these new Standards on the Group’s financial statements are expected, except for IFRS 9Financial Instruments, which can change the classification and measurement of the financial assets held by the Group, IFRIC 20Shipping Costs in the Production Phase of a Surface Mine, which can impact the accounting of waste stripping in non-current assets, and IFRS 10, IFRS 11 and IFRS 12, which can impact the entities currently consolidated and/or proportionately consolidated by the Group. The Company does not expect to early adopt this standard andthat these new standards will have a material impact on its impact has not yet been measured.

financial statements in 2014.

 

3.    CHANGES IN ACCOUNTING POLICIES

The Company applied, beginning January 1, 2013, IFRS 10Consolidated Financial Statements,, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11Joint Arrangements, which requires a new assessment of joint arrangements, focusing on the rights and obligations of the arrangement, instead of its legal form.  IFRS 10 supersedes the consolidation requirements of SIC-12Consolidation of Special Purpose Entitiesand IAS 27Separate and Consolidated Financial Statements.  IFRS 11 supersedes IAS 31Interests in Joint Venturesand SIC-13Joint Ventures - Non-Monetary Contributions by Venturers

Accordingly, as the proportionate consolidation method for entities qualified as joint ventures is no longer allowed, the Company no longer consolidates its joint arrangements entities Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, and started to account for these investiments under theequity method. In addition to the application of IFRS 11, management adopts as accounting policy the elimination of the effect on profit or loss of transactions carried out with joint venture entities. As a result, part of the share of profits (losses) of jointly controlled entities was reclassified to finance costs, cost of sales and income tax and social contribution.

FS-23


table of contents

The Company also applied, beginning January 1, 2013, IFRS 12 –Disclosure of Interest in Other Entities, which requires disclosures of the nature of, and risks associated with, the Company's interests in other entities and the effects of those interests on its financial position, financial performance and cash flows.

For purposes of comparison, the balances as of December 31, 2012 and the opening balance as of January 1, 2012 have been adjusted taking into account said changes in accounting policy, and are being presented for comparative purposes in the notes to the financial statements, as shown below:

i.Balance sheet as of December 31, 2012

      
 

 

 

 

 

12/31/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

 

 

 

ASSETS

     

Current assets

     

Cash and cash equivalents

14,444,875

 

-2,553,054

 

11,891,821

Trade receivables

1,794,566

 

866,851

 

2,661,417

Inventories

3,580,025

 

-186,832

 

3,393,193

Other current assets

1,302,479

 

-150,324

 

1,152,155

Total current assets

21,121,945

 

-2,023,359

 

19,098,586

      

Non-current assets

     

Long-term assets

     

Investments measured at fair value

116,753

   

116,753

Deferred income taxes

2,372,501

 

-195,422

 

2,177,079

Other non-current assets

1,648,056

 

-20,917

 

1,627,139

 

4,137,310

 

-216,339

 

3,920,971

      

Investment

2,351,774

 

8,488,013

 

10,839,787

Property, plant and equipment

20,408,747

 

-1,889,683

 

18,519,064

Intangible assets

1,275,452

 

-370,591

 

904,861

Total non-current assets

28,173,283

 

6,011,400

 

34,184,683

      

TOTAL ASSETS

49,295,228

 

3,988,041

 

53,283,269

 

     

LIABILITIES AND SHAREHOLDERS' EQUITY

     

Current liabilities

     

Payroll and related taxes

241,291

 

-56,328

 

184,963

Trade payables

1,957,789

 

67,672

 

2,025,461

Taxes payable

336,348

 

-63,582

 

272,766

Borrowings and financing

2,295,409

 

-126,287

 

2,169,122

Other payables

1,221,350

 

360,690

 

1,582,040

Provision for tax, social security, labor, civil and environmental risks

355,889

 

-39,342

 

316,547

Total current liabilities

6,408,076

 

142,823

 

6,550,899

      

Non-current liabilities

     

Borrowings and financing

27,856,350

 

-720,768

 

27,135,582

Other payables

4,388,451

 

4,620,598

 

9,009,049

Deferred income taxes

284,110

 

-45,869

 

238,241

Provision for tax, social security, labor, civil and environmental risks

371,697

   

371,697

Pension and healthcare plan

565,591

   

565,591

Provision for environmental liabilities and decommissioning of assets

413,440

 

-8,743

 

404,697

Total non-current liabilities

33,879,639

 

3,845,218

 

37,724,857

      

Shareholders’ equity

     

Issued capital

4,540,000

   

4,540,000

Reserves

3,690,573

   

3,690,573

Other comprehensive income

386,324

   

386,324

Non-controlling interests

390,616

   

390,616

Total shareholders' equity

9,007,513

   

9,007,513

      

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

49,295,228

 

3,988,041

 

53,283,269

FS-24


table of contents

ii.Statement of income for the year ended December 31, 2012

      
 

 

 

 

 

12/31/2012

 

Published
balance sheet

 

Adoption of
IFRS 10 and
IFRS 11

 

Adjusted balance
heet

Net revenue from sales and/or services

16,896,264

 

-1,667,675

 

15,228,589

Cost of sales and/or services

-12,072,206

 

813,539

 

-11,258,667

Gross profit

4,824,058

 

-854,136

 

3,969,922

Operating expenses/income

-4,182,361

 

931,008

 

-3,251,353

Selling expenses

-931,525

 

158,037

 

-773,488

General and administrative expenses

-576,514

 

108,594

 

-467,920

Other operating income (expenses), net

-952

 

642,388

 

641,436

Share of profits (losses) of Subsidiaries

-2,673,370

 

21,989

 

-2,651,381

Operating profit before finance income (costs)

641,697

 

76,872

 

718,569

Finance income (costs), net

-1,992,405

 

-158,946

 

-2,151,351

Loss before income tax and social contribution

-1,350,708

 

-82,074

 

-1,432,782

Income tax and social contribution

870,134

 

82,074

 

952,208

Loss for the year

-480,574

 

 

 

-480,574

Attributable to:

  

 

  

Companhia Siderúrgica Nacional

-420,113

 

 

 

-420,113

Non-controlling interests

-60,461

 

 

 

-60,461

FS-25


table of contents

iii.Balance sheet as of January 1, 2012

      
 

 

 

 

 

01/01/2012

 

Published
balance sheet

 

Adoption of
IFRS 10 and
IFRS 11

 

Adjusted
balance sheet

 

 

 

ASSETS

 

 

 

 

 

Current assets

     

Cash and cash equivalents

15,417,393

 

-1,976,703

 

13,440,690

Trade receivables

1,616,206

 

530,456

 

2,146,662

Inventories

3,734,984

 

-216,077

 

3,518,907

Other current assets

1,175,723

 

-118,006

 

1,057,717

Total current assets

21,944,306

 

-1,780,330

 

20,163,976

      

Non-current liabilities

     

Long-term assets

 

 

 

 

 

Short-term investments measured at fair value

139,679

   

139,679

Deferred income taxes

1,840,773

 

-367,034

 

1,473,739

Other non-current assets

2,876,269

 

54,574

 

2,930,843

 

4,856,721

 

-312,460

 

4,544,261

      

Investment

2,088,225

 

7,929,231

 

10,017,456

Property, plant and equipment

17,377,076

 

-1,612,581

 

15,764,495

Intangible assets

603,374

 

-372,395

 

230,979

Total non-current assets

24,925,396

 

5,631,795

 

30,557,191

      

TOTAL ASSETS

46,869,702

 

3,851,465

 

50,721,167

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

     

Current liabilities

 

 

 

 

 

Payroll and related taxes

202,469

 

-37,527

 

164,942

Trade payables

1,232,075

 

-129,475

 

1,102,600

Taxes payable

325,132

 

-6,817

 

318,315

Borrowings and financing

2,702,083

 

-104,038

 

2,598,045

Other payables

1,728,445

 

210,754

 

1,939,199

Provision for tax, social security, labor, civil and environmental risks

292,178

 

-33,264

 

258,914

Other provisions

14,565

 

-6,432

 

8,133

Total current liabilities

6,496,947

 

-106,799

 

6,390,148

      

Non-current liabilities

     

Borrowings and financing

25,186,505

 

-634,863

 

24,551,642

Other payables

5,593,520

 

4,616,753

 

10,210,273

Deferred income taxes

37,851

 

-18,088

 

19,763

Provision for tax, social security, labor, civil and environmental risks

346,285

   

346,285

Pension and healthcare plan

469,050

 

 

 

469,050

Provision for environmental liabilities and decommissioning of assets

322,374

 

-5,538

 

316,836

Total non-current liabilities

31,955,585

 

3,958,264

 

35,913,849

      

Shareholders’ equity

     

Issued capital

1,680,947

 

 

 

1,680,947

Reserves

7,671,650

   

7,671,650

Other comprehensive income

-1,366,776

 

 

 

-1,366,776

Non-controlling interests

431,349

   

431,349

Total shareholders' equity

8,417,170

 

 

 

8,417,170

      

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

46,869,702

 

3,851,465

 

50,721,167

 

 

 

 

 

 

FS-26


table of contents

4.BUSINESS COMBINATION

 

FS-21·Stahlwerk Thüringen GmbH (“SWT”) and Gallardo Sections


On July 12, 2011, CSN conducted,January 31, 2012, through its wholly-owned subsidiary “Prada”CSN Steel S.L., CSN completed the acquisition of all the shares (“Shares”) of the Spanish companies (a) Dankerena Guipúzcoa, S.L. (currently named CSN Steel Holdings 2, S.L.U.) and Grupo Alfonso Gallardo Thüringen, S.L.U. (currently named CSN Steel Holdings 1, S.L.U.), holding companies that together hold 100% of the capital of the German company Stahlwerk Thüringen GmbH (“SWT”), a capital increaseproducer of long steel located in Companhia Brasileira de LatasUnterwellenborn, Germany, specialized in the production of shapes and with installed capacity of 1.1 million metric tons of steel/year; and (b) Gallardo Sections S.L.U.  (currently named CSN Steel Comercializadora, S.L.U.), a trader of SWT products, all previously held by Grupo Alfonso Gallardo, S.L.U.  (“CBL”) through the capitalization of receivables. As a result, the Company became the holder of CBL’s control, with an equity interest equivalent to 59.17% of its voting capital, represented by 784,055,451 common shares (“Acquisition”AG Group”).

 

TheThis acquisition helps CSN to strengthen its role in the long steel segment, by strengthening its portfolio of CBL’s control will generate operating and administrative synergies that will result in a decrease in production costs, logistics costs, and administrative costs.world class assets.

 

As mentioned in Notenote 2(i), the acquisition method was used to account for identifiable assets acquired liabilities assumed, and non-controlling interests. Non-controlling interests in CBL equivalent to 40.83% were proportionately determined, based on the fair value of identifiable assets acquired and liabilities assumed. Some of the non-controlling shareholders are in the corporate structure of CSN’s parent group.

 

The purchase price of R$43,316301,192 (€131,790), including the final adjustment to the purchase price of R$1,943 (€850), was allocated between identified assets acquired and liabilities assumed, measured at fair value. In the asset and liabilitypurchase price identification process, werethe Company considered the intangible assets that were not recognized inadjustments presented below and the acquirees’ books.starting point was the transaction amount of R$1,104,648 (€483,350)

Amounts in R$

Transaction price

1,104,648

Net debt

-857,031

Provisions

-11,782

Tax credits

13,498

Working capital

51,859

(=) Purchase price

301,192

The transaction costs are represented by consulting services and lawyers’ fees totaling R$485,20.879, which have been allocated to profit or lossincluded in the income statement, in general and administrative expenses, as incurred.

 

The tables below show the allocation of identifiable assets acquired and liabilities assumed recognized at the acquisition date, the purchase price considered onin the acquisition of CBL’s control,SWT and Gallardo Sections, and the calculation of the resulting goodwill.

       
Assets acquired and liabilities assumed  Carrying
amounts
 Adjustments to
fair value
 Total fair value
Current assets  62,182  (7,465)  54,717 
Non-current assets (*)  44,718  89,449  134,167 
Current liabilities  (144,225)  10,522  (133,703) 
Non-current liabilities (**)  (567,469)  351,035  (216,434) 
Total assets acquired and liabilities assumed  (604,794)  443,541  (161,253) 

(*) Comprising mainly the fair value adjustment to property, plant and equipment amounting to R$90,572. Total fair value of property, plant and equipment was measured at R$123,518.

(**) Comprising mainly the fair value adjustment to receivables from CSN amountingto R$388,640.

 

The fair value adjustments made based on the corporate balance sheet to prepare the opening balance sheet were adjusted after the completion of the valuation report in December 2011.2012.

  

Carrying
amounts

 

Fair value
adjustments

 

Total fair value

Assets acquired

   

Current assets (*)

 

400,387

   

400,387

Non-current assets (**)

 

191,956

 

786,988

 

978,944

Current liabilities

 

-262,203

 

 

 

-262,203

Non-current liabilities (***)

 

-842,526

 

-209,005

 

-1,051,531

Total assets acquired

 

-512,386

 

577,983

 

65,597

(*) Includes R$14,880 of cash and cash equivalents.

(**) Comprising mainly the fair value adjustment to property, plant and equipment amounting to R$392,817. Total fair value of property, plant and equipment was measured at R$582,478.

(***) Refers to the deferred income tax on the fair value adjustments.

FS-27


table of contents

Goodwill arising on acquisition

  
Goodwill arising on acquisition

 

(-

(+) Book value of CBL Purchase price

(604,794) 

301,192

(+

(-) Fair value adjustments to assets acquired and liabilities assumed 

443,541 
(=) Total fair value of assets acquired and liabilities assumed

 

65,597

(161,253)(=) Goodwill arising on acquisition (note 11)

235,595

Goodwill arising on the acquisition was mainly based on expected future earnings.

5.CASH AND CASH EQUIVALENTS

 

 

 

 

 

12/31/2013

 

12/31/2012

Current

   

Cash and cash equivalents

   

Cash and banks

178,920

 

205,056

    

Short-term investments

   

In Brazil:

   

Government securities

48,206

 

862,299

Private securities

240,852

 

540,688

 

289,058

 

1,402,987

Abroad:

   

Time deposits

9,527,694

 

10,283,778

Total short-term investments

9,816,752

 

11,686,765

Cash and cash equivalents

9,995,672

 

11,891,821

The funds available in the Company and subsidiaries set up in Brazil are basically invested in investment funds, classified as exclusive, with repurchase agreements backed by government and private bonds with immediate liquidity.

Private securities are short-term investments in Bank Deposit Certificates (CDBs) with yields pegged to the Interbank Deposit Certificate (CDI) fluctuation, and government securities are basically repurchase agreements backed by National Treasury Notes series B (NTN-B) and Financial Treasury Bills (LFTs).The exclusive funds managed by BTG Pactual Serviços Financeiros S.A. DTVM and Caixa Econômica Federal and their assets collateralize possible losses on investments and transactions carried out. Investments in funds were consolidated.

In addition, a significant part of the funds of the Company and its foreign subsidiaries is invested in Time Deposits with leading banks, bearing fixed rates.

6.TRADE RECEIVABLES

   

 

 

12/31/2013

 

12/31/2012

Trade receivables

   

Third parties

   

Domestic market

790,225

 

776,442

Foreign market

950,145

 

754,159

Allowance for doubtful debts

-114,172

 

-111,532

 

1,626,198

 

1,419,069

Related parties (Note 19 - b)

107,443

 

227,021

 

1,733,641

 

1,646,090

 

 

 

 

Other receivables

 

 

 

Dividends receivable (Note 19 - b)

717,595

 

955,869

Other receivables

71,229

 

59,458

 

788,824

 

1,015,327

 

2,522,465

 

2,661,417

The breakdown of gross trade receivables from third parties is as follows:

FS-28


table of contents

     
  

12/31/2013

 

12/31/2012

Falling due

 

1,339,481

 

1,272,669

Overdue until 180 days

 

216,392

 

113,793

Overdue above 180 days

 

184,497

 

144,139

 

 

1,740,370

 

1,530,601

In order to meet the needs of some customers in the domestic market, related to the extension of the payment term for billing of steel, in common agreement with CSN’s internal commercial policy and maintenance of its very short-term receipts (up to 7 days), at the request of the customer, transactions are carried out for assignment of receivables without co-obligation negotiated between the customer and banks with common relationship, where CSN assigns the trade notes/bills that it issues to the banks with common relationship.

Due to the characteristics of the transactions for assignment of receivables without co-obligation, after assignment of the customer’s trade notes/bills and receipt of the funds from the closing of each transaction, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. This transaction totals R$386,732 as of December 31, 2013 (R$224,718 as of December 31, 2012), less the trade receivables.

The changes in the Company’s allowance for doubtful debts are as follows:

  

12/31/2013

 

12/31/2012

Opening balance

 

-111,532

 

-124,939

Estimated losses

 

-17,988

 

-11,073

Recovery of receivables

 

15,348

 

24,480

Closing balance

 

-114,172

 

-111,532

7.INVENTORIES 

   

 

 

12/31/2013

 

12/31/2012

Finished products

743,831

 

980,375

Work in process

650,311

 

668,170

Raw materials

714,365

 

722,922

Storeroom supplies

1,003,473

 

1,018,625

Iron ore

139,275

 

74,340

Advances to suppliers

11,915

 

36,921

(-) Allowance for inventory losses

-102,185

 

-108,160

 

3,160,985

 

3,393,193

Changes in the allowance for inventory losses are as follows:

  

12/31/2013

 

12/31/2012

Opening balance

 

-108,160

 

-94,950

Allowance for/reversals of slow-moving inventories and obsolescence

 

5,975

 

-13,210

Closing balance

 

-102,185

 

-108,160

Allowances for certain items considered obsolete or slow-moving were recognized.

As of December 31, 2013, the Company has long-term iron ore inventories amounting to R$144,483, classified in other non-current assets (R$144,483 as of December 31, 2012), as described in note 8.

FS-29


table of contents

8.OTHER CURRENT AND NON-CURRENT ASSETS

The group of other current and non-current assets is comprised as follows:

 

 

 

 

 

   
 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Judicial deposits (Note 17)

    

693,714

 

718,026

Credits with the PGFN (*)

    

88,921

 

84,392

Recoverable taxes (**)

480,495

 

407,297

 

112,788

 

183,092

Prepaid expenses

37,369

 

38,767

 

38,117

 

42,893

Actuarial asset - related party (Note 19 b)

    

97,051

 

93,546

Derivative financial instruments (Note 13 I)

9,681

 

239,266

 

3,879

  

Guarantee margin on financial instruments (Note 13 l)

  

426,328

    

Securities held for trading (Note 13 I)

9,906

      

Iron ore inventory (Note 7)

    

144,483

 

144,483

Northeast Investment Fund (FINOR)

    

8,452

 

8,452

Trade receivables

    

9,970

 

8,983

Loans with related parties (Note 19 b)

147,273

 

5,362

 

603,862

 

314,699

Other receivables from related parties (Note 19 b)

15,658

 

20,309

 

18,129

 

10,515

Other

22,538

 

14,826

 

15,959

 

18,058

 

722,920

 

1,152,155

 

1,835,325

 

1,627,139

(*) Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

.

(**) Refers mainly to taxes on revenue (PIS/COFINS) and State VAT (ICMS) on the acquisition of fixed assets which will be recovered over a 48-month period, and income tax and social contribution for offset.

9.INVESTMENTS 

The breakdown of investments is as follows:

 

12/31/2013

 

31/12/2012

Nacional Minérios S.A.

8,346,387

 

7,801,690

MRS Logística S.A.

726,825

 

685,586

CBSI - Companhia Brasileira de Serviços de Infraestrutura

4,350

 

1,888

Arvedi Metalfer do Brasil

18,574

 

12,977

Panatlântica

24,819

 

12,965

Usiminas

2,380,355

 

2,323,172

Transnordestina

1,984,205

 

-

Outros

1,508

 

1,509

 

13,487,023

 

10,839,787

a)Events in 2013

·      Transnordestina Logística S.A. (“TLSA”)

On September 20, 2013, the Company signed (i) An Addendum to the Concession Agreement of the Northeast Railway System, which encompasses the stretches between the cities of São Luís to Mucuripe, Arrojado to Recife, Itabaiana to Cabedelo, Paula Cavalcante to Macau, and Propriá to Jorge Lins (“Railway System I”) and the stretchesbetween the cities of Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”), to include therein obligations assumed by TLSA related to the implementation of the Railway System II, as well as the adaptation of the sections that comprise it and (ii) Conduct Adjustment Agreement between ANTT and TLSA, with the purpose of resolving pending items existing between the parties.

FS-30


table of contents

On that date the following agreements were also signed (i) a new Shareholders' Agreement of TLSA between CSN, Valec Engenharia, Construções e Ferrovias S.A. (“Valec”), Fundo de Desenvolvimento do Nordeste – FDNE (“FDNE”) and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), with the intervenience of TLSA, whose effectiveness was conditioned to the disproportionate spin-off of TLSA, to be implemented under the terms of ANTT Resolution 4,042/2013; and (ii) Investment Agreement between CSN, Valec and FDNE, with the intervenience of TLSA, which besides other matters, deals with the new budget and the sources of funds that will have to be contributed to TLSA or financed for implementation of the Railway System II.

At the Extraordinary Shareholders' Meeting held on December 27, 2013, as part of the reorganization process described above, the shareholders approved the disproportionate spin-off of TLSA, completing the segregation of Railway System I and Railway System II.

This purpose of this restructuring was to rebalance economically and financially the Northeast Railway System concession, leading to the extension of the Railway System II operation concession, which could reach 2057, and the segregation of the assets related to Railway System I, which were merged into subsidiary FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), with the maintenance of the assets related to Railway System II in TLSA.

As a result of the spin-off, CSN became the holder of an 88.41% stake in FTL and a 77.30% stake in TLSA.

With the completion of the spin-off, the new Shareholders’ Agreement became effective and control is now jointly held with the shareholders part of the public block, which became the holders of substantive rights to make certain material company decisions and influence the ordinary course of business, as well as CSN, by influencing budgeting, internal policies, capital expenditures, debt, etc., thus typifying the loss of control by CSN, pursuant to specific IFRS criteria.

Accordingly, as of December 31, 2013, in accordance with IFRS 10, CSN reversed all TLSA assets and liabilities and non-controlling interests and started to recognize the remaining stake in this investment at fair value on the date control was lost. After this initial recognition, the investment starts to be measured under the equity method.

The gain generated by the loss of control over the investment recognized in the income statement, in other operating income, is broken down as follows:

12/31/2013

(+)

Fair value of the remaining investment

1,984,204

(-)

Carrying amount of net assets

1,714,232

(+)

Carrying amount of non-controlling interests

389,133

Gain on loss of control over Transnordestina

659,105

(-)

Capitalized interest written off

185,206

Gain on loss of control over Transnordestina (Note 24)

473,899

   

(-)

Income tax and social contribution

161,126

PurchaseGain on loss of control, net of income tax and social contribution

312,773

b)Changes in investments in joint ventures, associates, and other investments

 

12/31/2013

 

12/31/2012

Opening balance of investments

10,839,787

 

10,017,456

Opening balance of impairment loss allowance

 

 

 

Transnordestina Investment balance at 12.31.2012

1,452,074

 

 

Capital increase/acquisition of shares

164,941

 

165,792

Capital reduction

-153,305

 

 

Dividends

-85,998

 

-547,604

Comprehensive income(¹)

73,213

 

94,967

Share of profits of investees (²)

542,711

 

1,103,632

Gain on loss of control over Transnordestina

659,106

 

 

Other

-5,506

 

5,544

Closing balance of investments

13,487,023

 

10,839,787

FS-31


table of contents

1.Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments, the functional currency of which is not the Brazilian real.

2.Below is the reconciliation of the share of profit of jointly controlled entities with the share of profit of investees recognized in the balance sheet after the reclassifications:

 

12/31/2013

 

12/31/2012

Share of profit of jointly controlled entities

542,711

 

1,103,632

Reclassifications

   

To cost of sales

-137,418

 

-93,592

To finance costs

-624,096

 

-606,703

To taxes

258,914

 

238,099

Other

   

Elimination of Transnordestina’s profit

120,102

 

 

Other

-2,075

  

Adjusted share of profit of investees

158,138

 

641,436

c)Investments in joint ventures and joint operations

The balances of the balance sheets and income statements of the companies under joint control are stated below:

FS-32


table of contents

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,815,211

 

45,894

 

471,079

 

12,897

 

28,582

 

195,830

 

4,081,425

 

72,754

 

331,515

 

5,480

 

25,245

Other current assets

 

1,135,192

 

16,682

 

630,121

 

21,407

 

33,055

 

39,183

 

1,572,995

 

16,616

 

600,407

 

19,903

 

17,431

Total current assets

 

5,950,403

 

62,576

 

1,101,200

 

34,304

 

61,637

 

235,013

 

5,654,420

 

89,370

 

931,922

 

25,383

 

42,676

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term assets

 

8,391,119

 

34,029

 

414,624

 

4

 

11

 

229,280

 

8,296,673

 

39,771

 

440,545

 

 

 

246

Investments, PP&E and intangible assets

 

1,356,909

 

603,268

 

5,281,642

 

6,872

 

45,405

 

5,080,841

 

1,216,907

 

640,850

 

4,906,609

 

3,887

 

32,276

Total non-current assets

 

9,748,028

 

637,297

 

5,696,266

 

6,876

 

45,416

 

5,310,121

 

9,513,580

 

680,621

 

5,347,154

 

3,887

 

32,522

Total assets

 

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

42,247

 

 

 

333,796

 

 

 

20,053

 

97,681

 

1,588

 

41,957

 

380,656

 

 

 

13,883

Other current liabilities

 

1,318,884

 

35,174

 

841,681

 

22,437

 

36,733

 

51,901

 

1,887,841

 

45,701

 

829,185

 

16,131

 

44,641

Total current liabilities

 

1,361,131

 

35,174

 

1,175,477

 

22,437

 

56,786

 

149,582

 

1,889,429

 

87,658

 

1,209,841

 

16,131

 

58,524

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

339,961

 

 

 

2,566,412

 

 

 

21,664

 

3,479,420

 

335,806

 

 

 

2,253,721

 

 

 

14,814

Other non-current liabilities

 

86,694

 

1,870

 

390,228

 

10,050

 

18,956

 

201,900

 

19,595

 

5,812

 

301,393

 

9,364

 

 

Total non-current liabilities

 

426,655

 

1,870

 

2,956,640

 

10,050

 

40,620

 

3,681,320

 

355,401

 

5,812

 

2,555,114

 

9,364

 

14,814

Shareholders’ equity

 

13,910,645

 

662,829

 

2,665,349

 

8,693

 

9,647

 

1,714,232

 

12,923,170

 

676,521

 

2,514,121

 

3,775

 

1,860

Total liabilities and shareholders’ equity

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

2,369,836

 

153,105

 

3,038,142

 

109,650

 

178,762

 

58,465

 

3,836,415

 

217,493

 

3,013,158

 

61,915

 

14,060

Cost of sales and services

 

-1,346,658

 

-79,745

 

-1,926,923

 

-96,502

 

-148,998

 

-60,840

 

-2,730,077

 

-66,162

 

-1,993,927

 

-58,245

 

-8,780

Gross profit

 

1,023,178

 

73,360

 

1,111,219

 

13,148

 

29,764

 

-2,375

 

1,106,338

 

151,331

 

1,019,231

 

3,670

 

5,280

Operating (expenses) income

 

-113,212

 

-44,154

 

-277,814

 

-6,399

 

-1,402

 

-315,776

 

-412,091

 

-48,688

 

-262,777

 

-3,807

 

-16

Finance income (costs), net

 

1,621,386

 

1,266

 

-114,637

 

751

 

306

 

-18,843

 

1,329,707

 

-1,745

 

-82,417

 

174

 

29

Income before income tax and social contribution

2,531,352

 

30,472

 

718,768

 

7,500

 

28,668

 

-336,994

 

2,023,954

 

100,898

 

674,037

 

37

 

5,293

Current and deferred income tax and social contribution

-1,543,876

 

-10,263

 

-245,748

 

-2,584

 

-9,614

 

178,937

 

-407,469

 

-33,962

 

-227,497

 

-10

 

-1,794

Profit for the year

 

987,476

 

20,209

 

473,020

 

4,916

 

19,054

 

-158,057

 

1,616,485

 

66,936

 

446,540

 

27

 

3,499

                       

(*) Refer to the consolidated balances and profit or loss of Nacional Minérios S. A.

The balance sheet and income statement amounts refer to 100% of the companies’ results.

·NACIONAL MINÉRIOS S.A. - (“Namisa”)

Headquartered in Congonhas, State of Minas Gerais, this company is primarily engaged in the production, purchase and sale of iron ore and is mainly focused on foreign markets for the sale of its products. Its major operations are carried out in the cities of Congonhas, Ouro Preto, Itabirito and Rio Acima, in the State of Minas Gerais, and in Itaguaí, in the State of Rio de Janeiro.

In November 2008, 40% of Namisa’s capital became held by Big Jump Energy Participações S.A (“Big Jump”), whose shareholders were Posco and Brazil Japan Iron Ore Corp, (“BJIOC” or “Consortium”), a consortium of Asian companies formed by Itochu Corporation, Nippon Steel, JFE Steel Corporation, Sumitomo Metal Industries Ltd., Kobe Steel Ltd., and Nisshin Steel Co. Ltd..  As a result, CSN became the holder of 60% of Namisa´s capital.

On July 30, 2009, Big Jump Energy Participações S.A. was merged into Namisa and, as a result, Posco and BJIOC became the holders of a direct interest in Namisa. In 2011, Nippon Steel and Sumitomo Metal Industries Ltd., until then members of the Consortium, sold their interests to the other members of the Consortium, followed by the entry of a new shareholder, China Steel Corp. (“CSC”). After these transactions, the new corporate structure of Namisa is as follows: CSN 60%, BJIOC 32.52%, Posco 6.48%, and CSC 1%. CSN’s interests in Namisa did not change as a result of any of these events.

Under IFRS 10, paragraph B55, when assessing whether an investor has control of an investee, the investor shall determine whether it is exposed to, or has rights over, the variable returns arising from its relationship with the investee. The Shareholders’ Agreement entered into between the Consortium and CSN grants both the Consortium and CSN, through substantive rights, the power to influence the ordinary course of Namisa’s business, by beingactively involved in setting its budget, accounting policies, capital expenditures, management compensation, dividend distribution policy, among other matters.

FS-33


table of contents

The Shareholders’ Agreement also provides that certain situations of extreme impasse between the shareholders that are not resolved after mediation and negotiation procedures between the executive officers of the parties may give CSN the right to exercise a call option and the Consortium the right to exercise a put option regarding the equity interest held by the Consortium in Namisa.

Other agreements executed to make such association feasible, among them the share purchase agreement and the long-term operational agreements between Namisa, CSN and the Consortium, provide for certain obligations that, in case breached or not cured within the relevant cure period may give rise, in certain specifc situations, to the right of non-breached party to exercise a put or call option, as the case may be, with respect to the equity interest held by the  Consortium in Namisa.

The material change in Namisa’s profit for this quarter is mainly due to its adherence to the tax installment programs introduced by Laws No.12,865/13 and 11,941/09, which generated a net negative impact on the joint venture entity amounting to R$889,772, which is reflected in the consolidated, through equity accounting, in the amount of R$533,863 corresponding to its 60% equity interest.

Namisa´s bylaws provide the payment of minimum dividends equivalent to 50% of the profit for the year. However, on March 28, 2014, the shareholders meeting approved, among other matters, the following measures in the Ordinary General Shareholder´s Meeting of Namisa: (i) allocation of profits for the years ended December 31, 2013 and 2012 as Earnings Reserves; and (ii) no dividends are declared for 2013 fiscal year.

·ITÁ ENERGÉTICA S.A. - (“ITASA”)

ITASA is a corporation originally created to carry out the construction of the Itá hydroelectric power plant:  contracting for the supply of goods and services necessary to carry out the project and raising funds, including posting the corresponding guarantees.

CSN holds 48.75% of ITASA’s share capital.

·MRS LOGÍSTICA S.A. (“MRS”)

This subsidiary, located in Rio de Janeiro, RJ, is engaged in providing public railroad freight transportation services, on the basis of an onerous concession agreement, on the tracks of the Southeast Railway System, - located between the cities of Rio de Janeiro, São Paulo and Belo Horizonte, previously belonging to Rede Ferroviária Federal S.A.- RFFSA, which was privatized on September 20, 1996.

As of December 31, 2013 the Company directly held 27.27% and indirectly, through its jointly controlled entity Nacional Minérios S.A. (Namisa), 6% of MRS’s capital.

MRS can also engage in modal transportation services related to railroad transportation and also participate in projects aimed at expanding the railroad services granted on a concession basis.

For provision of the services covered by the concession agreement obtained for a period of 30 years starting on December 1, 1996, extendable for an equal period by exclusive decision of the concession grantor, MRS leased from RFFSA for the same concession period the assets required for operation and maintenance of the railroad freight transportation activities. Upon extinction of the concession, all leased assets will be transferred to the ownership of the railroad transportation operator designated in that same act.

·CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

FS-34


table of contents

Igarapava Hydroelectric Power Plant is located in Rio Grande, in the city of Conquista, MG, with installed capacity of 210 MW. It consists of 5 bulb type generating units and is considered a major mark for power generation in Brazil.

CSN holds 17.92% of investment in the consortium, whose specific purpose is the distribution of electric power, which is made according to the percentage equity interest of each company.

The balance of property, plant and equipment less depreciation as of December 31, 2013 is R$29,417 (R$30,584 as of December 31, 2012) and the amount of the expense in 2013 is R$6,024 (R$6,620 in 2012).

·CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

CSN holds 50% of CBSI's share capital. The investment is the result of a joint venture between CSN and CKLS Serviços Ltda. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services to subsidiaries, associates, controlling companies and third-party entities, and can operate activities related to the refurbishment and maintenance of industrial machinery and equipment, construction maintenance, industrial cleaning, logistic preparation of products, among other activities. 

·CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”)

CSN holds 50% of CGPAR's share capital. The investment is the result of a joint venture between CSN and GPA Construção Pesada e Mineração Ltda.  Based in the city of Belo Horizonte, MG, CGPAR is mainly engaged in providing services related to the support to the extraction of iron ore, earth leveling, earthmoving, and dam construction.

·TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)

It is primarily engaged in the operation and development of the railroad freight transportation public service in the Brazil’s Northeastern railway system, which encompasses the stretches between Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”).

As of December 31, 2013 CSN held 77.30% of Transnordestina Logística’s share capital.

d)Other investments

·Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”)

Usiminas, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. Usiminas produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, to be sold in the domestic market and also for exports. It also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production cost optimization strategies. Usiminas also has service and distribution centers located in several regions of Brazil, and the Cubatão, São Paulo, and Praia Mole, Espírito Santo, ports, as well as in locations strategic for the shipment of its production.

As of December 31, 2012 and 2013, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas' share capital.

Usiminas is listed on the São Paulo Stock Exchange (“BM&F BOVESPA”:  USIM3 and USIM5).

·PANATLÂNTICA S. A. (“Panatlântica”)

Publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is carried at fair value.

FS-35


table of contents

CSN currently holds 9.41% (9.40% as of December 31, 2012) of Panatlântica’s total share capital.

·ARVEDI METALFER DO BRASIL S.A. (“Arvedi”)

On July 31, 2012, the Company acquired a non-controlling interest corresponding to 20% of the capital of Arvedi, company in preoperating stage focused on the production of pipes, headquartered in Salto, State of São Paulo.

10.PROPERTY, PLANT AND EQUIPMENT

 

Consolidated

 

Land

 

Buildings

 

Machinery,
equipment
and
facilities

 

Furniture
and
fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

Cost

155,180

1,668,999

9,987,105

136,003

6,633,330

932,006

19,512,623

Accumulated depreciation

 

-239,796

-3,106,905

-104,796

 

-296,631

-3,748,128

Balance at January 1, 2012

155,180

1,429,203

6,880,200

31,207

6,633,330

635,375

15,764,495

Effect of foreign exchange differences

5,656

22,322

246,204

377

471

-148,268

126,762

Acquisition through business combination

22,852

103,739

419,787

1,202

1,079

33,819

582,478

Acquisitions

2,726

20,871

573,286

7,199

2,117,354

15,016

2,736,452

Capitalized interest (Notes 25 and 32)

    

401,827

401,827

Write-offs

-1,375

-255

-7,091

-48

-769

-221

-9,759

Depreciation

 

-61,524

-990,309

-6,007

 

-37,188

-1,095,028

Estimated losses on disposal of assets

 

 

 

 

 

-6,676

-6,676

Transfers to other asset categories

 

13,876

168,777

332

-20,634

-162,351

Transfers to intangible assets

 

 

 

 

-3,074

-787

-3,861

Other

  

-73,876

 

62,785

33,465

22,374

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Cost

185,039

1,828,492

11,358,581

145,255

9,192,369

683,889

23,393,625

Accumulated depreciation

 

-300,260

-4,141,603

-110,993

 

-321,705

-4,874,561

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Effect of foreign exchange differences

8,487

28,882

120,361

488

1,440

1,905

161,563

Acquisitions

69

1,555

320,845

3,562

2,152,462

11,076

2,489,569

Capitalized interest (Notes 25 and 32)

 

 

 

 

490,747

 

490,747

Write-offs

-15

-71

-9,316

-12

-21,423

-823

-31,660

Depreciation

 

-60,122

-1,015,895

-5,867

 

-35,488

-1,117,372

Estimated losses on disposal of assets

     

-4,670

-4,670

Transfers to other asset categories

19,721

328,043

1,311,628

1,694

-1,841,181

180,095

 

Transfers to intangible assets

    

-74,958

-74,958

Loss of control over Transnordestina

 

 

-963

 

-5,021,863

-6

-5,022,832

Capitalized interest written off (Note 9.b)

    

-185,206

-185,206

Impairment in jointly controlled entity Transnordestina (**)

 

 

 

 

-279,296

-279,296

Other

  

-160,805

 

79,248

48,034

-33,523

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

Cost

213,301

2,196,994

12,968,200

151,479

4,771,635

627,845

20,929,454

Accumulated depreciation

 

-370,475

-5,185,367

-117,352

 

-344,834

-6,018,028

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

(*) It refers basically to railway assets, such as yards, tracks and railway sleepers. Also comprises leasehold improvements, vehicles, hardware, mines and ore bodies and replacement storeroom supplies.

(**)The disproportionate spin-off of Transnordestina Logística S.A. (“TLSA”) resulted in the execution of an Addendum to the Concession Agreement of the Northeast Railway System and the merger of Railway System I’s assets and liabilities into  FTL – Ferrovia Transnordestina Logística S.A. (in operation), with the maintenance of Railway System II’s assets and liabilities (New Transnordestina project) in TLSA. As a result, TLSA assessed the future performance of its operating assets related to Railway System I (in operation). The analysis resulted in the recognition of an impairment loss of R$279,296, recognized in line item “Other operating expenses” in subsidiary and consolidated of R$216,446, as described in Note 24. The recoverable amount of these assets was determined based on the value in use. The discount rate used to measure the value in use was 9.15% per year.

The breakdown of the projects comprising construction in progress is as follows:

FS-36


table of contents

 

Project description

Start date

Completion date

 

12/31/2013

12/31/2012

Logistics

 

 

 

 

 

 

 

Expansion of Transnordestina railroad by 1,728 km to boost the transportation of varied products as iron ore, limestone, soybeans, cotton, sugarcane, fertilizers, oil and fuels.

2009

2016

(*)

 

3,925,720

 

Equalization of Berth 301.

2012

2014

 

151,932

27,554

 

Current investments for maintenance of current operations.

   

231,832

726,416

  

 

 

 

383,764

4,679,690

Mining

      
 

Expansion of Casa de Pedra Mine capacity production.

2007

2015/2016

(1)

1,090,568

1,329,565

 

Expansion of TECAR’s export capacity.

2009

2014/2016

(2)

404,374

695,859

 

Current investments for maintenance of current operations.

 

 

 

42,866

332,638

     

1,537,808

2,358,062

Steel

 

 

 

 

  
 

Construction of a long steel plant to produce rebar and machine wire.

2008

2014

(3)

1,592,016

1,460,694

 

Implementation of the AF#3’s gas pressure recovery.

2006

2014

 

74,337

60,750

 

Current investments for maintenance of current operations.

   

679,495

356,105

  

 

 

 

2,345,848

1,877,549

Cement

      
 

Construction of cement plants.

2011

2015

 

476,076

241,412

 

Current investments for maintenance of current operations.

   

28,139

35,656

 

 

 

 

 

504,215

277,068

Total construction in progress

  

4,771,635

9,192,369

       

(*) As a result of the loss of control, the subsidiary Transnordestina was deconsolidated at December 31, 2013. (See Note 9 b.)

(1)  Expected date for completion of the 40 Mtpa and 42 Mtpa stages

(2)  Expected date for completion of the 45 Mtpa and 60 Mtpa stages

(3)  Started in January 2014.

The costs classified in construction in progress comprise basically the acquisition of services, purchase of parts to be used as investments for improvement of performance, upgrading of technology, enlargement, expansion and acquisition of assets that will be transferred to the relevant line items and depreciated as from the time they are available for use.

The costs incurred to refurbish and replace property, plant and equipment items totaled R$151,517 as of December 31, 2013 (R$273,339 as of December 31, 2012), which were capitalized and will be depreciated over the period until the next maintenance event.

Other repair and maintenance expenses are charged to operating costs and expenses when incurred.

In view of the need to review the useful lives at least every financial year, in 2013 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are as follows:

Buildings

43

Machinery, equipment and facilities

14

Furniture and fixtures

11

Other

26

a)As of December 31, 2013, the Company capitalized borrowing costs amounting to R$490,747 (R$401,827 as of December 31, 2012). These costs are basically estimated for the mining and long steel projects, mainly relating to:(i) 

FS-37


table of contents

Casa de Pedra expansion (ii); construction of the long steel mill in the city ofVolta Redonda (RJ), see notes 25 and 32.

The rates used to capitalize borrowing costs are as follows:

     

Rates

 

12/31/2013

 

12/31/2012

Specific projects

 

TJLP + 1.3% to 3.2%

 

TJLP + 1.3% to 3.2%

 

UM006 + 2.7%

 

UM006 + 2.7%

Unspecified projects

 

8.35%

 

8.47%

b)Additions to depreciation, amortization and depletion for the year were distributed as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Production cost

1,068,156

 

1,062,950

 

892,297

Selling expenses

8,248

 

8,041

 

7,130

General and administrative expenses

17,426

 

14,742

 

29,941

 

1,093,830

 

1,085,733

 

929,368

Other operating expenses (*)

61,763

 

14,739

 

18,883

 

1,155,593

 

1,100,472

 

948,251

(*) Refers to the depreciation of unused equipment (see note 24).

c)The Casa de Pedra mine is an asset that belongs to CSN, which has the exclusive right to explore such mine. Our mining activities of Casa de Pedra are based on the ‘Mine Manifest’, which grants CSN full ownership over the mineral deposits existing within our property limits.

As of December 31, 2013 the net property, plant and equipment of Casa de Pedra was R$3,277,205 (R$2,892,120 as of December 31, 2012), represented mainly by construction in progress amounting to R$1,090,642 (R$1,612,000 as of December 31, 2012).

11.INTANGIBLE ASSETS

 

Goodwill

Customer relations

Software

Other

Total

Balance at January 1, 2012

 

 

 

 

 

Cost

431,173

 

36,253

941

468,367

Accumulated amortization

-150,004

 

-26,523

 

-176,527

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at January 1, 2012

220,308

 

9,730

941

230,979

Effect of foreign exchange differences

 

30,501

104

14,043

44,648

Acquisitions through business combination (*)

235,595

316,939

 

77,232

629,766

Acquisitions and expenditures

  

916

472

1,388

Disposals

 

 

 

-564

-564

Transfer of property, plant and equipment

  

3,861

 

3,861

Amortization

 

 

-5,442

 

-5,442

Other movements

  

225

 

225

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Cost

666,768

347,440

41,849

92,124

1,148,181

Accumulated amortization

-150,004

 

-32,455

 

-182,459

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Effect of foreign exchange differences

 

64,570

148

18,127

82,845

Acquisitions and expenditures

 

 

635

 

635

Disposals

  

-1

-820

-821

Impairment loss

-48,469

 

 

 

-48,469

Transfer of property, plant and equipment

  

74,958

 

74,958

Loss of control over Transnordestina

 

 

-10,128

 

-10,128

Amortization

 

-30,530

-7,691

 

-38,221

Other movements

 

 

39

-259

-220

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

Cost

666,768

415,899

107,416

109,172

1,299,255

Accumulated amortization

-150,004

-34,419

-40,062

 

-224,485

Adjustment for accumulated recoverable value

-109,330

 

 

 

-109,330

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

FS-38


table of contents

(*) Goodwill based on expected future earnings, arising on the business combination of CSN Steel S. L. with the companies Stahlwerk Thüringen Gmbh (SWT) and Gallardo Sections on January 31, 2012 (see note 4).

The useful life of software is 01 to 05 years and of other intangible assets is 13 to 30 years.

Goodwill: The economic basis of goodwill is the expected future earnings and, in accordance with the new pronouncements, these amounts are not amortized since January 1, 2009, when they became subject only to impairment testing.

·Impairment testing for goodwill

In order to conduct impairment testing, goodwill is allocated to CSN’s operating divisions that represent the lowest level of assets or group of assets at which goodwill is monitored by the Company's senior management, never above Operating Segments.

Cash generating unit

 

Segment

 

12/31/2013

 

12/31/2012

 

Investor

Packaging (*)

 

Steel

 

158,748

 

207,217

 

CSN

Flat steel

 

Steel

 

13,091

 

13,091

 

CSN

Long steel

 

Steel

 

235,595

 

235,595

 

CSN Steel S.L.

 

 

 

 

407,434

 

455,903

  

(*) Goodwill of the cash-generating unit (CGU) Steel Containers is presented net of an impairment loss recorded in 2011 in the line item of other operating income and expenses in the income statement for the year, amounting to R$60,861. During the 4th quarter of 2013, the Company identified again an impairment of goodwill of the CGU Steel Containers and recorded the amount of R$48,469.

The recoverable amount of a Cash-Generating Unit (“CGU”) is determined based on value-in-use calculations.

These calculations use cash flow projections, before income tax and social contribution, based on financial budgets approved by management for a three-year period. The amounts related to cash flows subsequent to the three-year period were extrapolated based on the estimated growth rates shown below. The growth rate does not exceed the average long-term growth rate of the industry in which the Cash-Generating Unit (“CGU”) operates.

The main assumptions used in calculating the values in use as of December 31, 2013 are as follows:

Packaging

Flat steel

Long steel

Gross margin (i)

Average Gross Margin based on the history and the budget projections for the next 2 years; beginning in the third year, average price, consideredoperating cost and expense projections, simulated based on an industrial activity centralization and plant modernization scenario, also taking into account other revenues from sale of assets.

Average Gross Margin based on the history and projections approved by the Board for the next three years, and long-term price and foreign exchange curves obtained in industry reports.

Based on the projections approved by the Board for the next three years, long-term price and foreign exchange curves, and taking into consideration the production volume ramp up after plant start-up.

Cost adjustment

Operating costs based on the history and the budget projections for the next two years; beginning in the third year, operating cost projections incorporating the simulated benefits based on an industrial activity centralization and plant modernization scenario.

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

Growth rate (ii)

Sales volume growth projection prepared based on the sales department’s forecast for the main market segments, and also taking into account the simulation of new production capacity based on an industrial activity centralization and plant modernization scenario.

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Discount rate (iii)

Effective discount rate of 8.2% p.a., before income tax and social contribution.

Effective discount rate of 8.2% p.a., before income tax and social contribution.

Effective discount rate of 8.2% p.a., before income tax and social contribution.

(i)   Budgeted gross margin.

(ii)  Weighted average growth rate, used to extrapolate the cash flows after the budgeted period.

(iii) Pretax discount rate, applied to cash flow projections.

FS-39


table of contents

12.BORROWINGS, FINANCING AND DEBENTURES

The balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

  

Rates p.a. (%)

Current liabilities

Non-current liabilities

  

12/31/2013

12/31/2012

12/31/2013

12/31/2012

FOREIGN CURRENCY

 

 

 

 

 

 

Prepayment

 

1% to 3.50%

105,874

162,290

1,166,615

1,104,271

Prepayment

 

3.51% to 7.50%

207,331

8,954

1,276,717

878,705

Perpetual bonds

 

7.00%

3,189

2,781

2,342,600

2,043,500

Fixed rate notes

 

4.14 to 10%

156,868

1,265,330

5,505,110

4,802,225

Financed imports

 

6.24%

 

6,813

  

BNDES/FINAME

 

Res. 635/87 interest + 1.7% and 2.7%

12,356

32,395

 

10,755

Intercompany

 

6M Libor + 2.25 and 3%

    

Other

 

3.51% to 7.50% + 1.2%

49,306

9,860

442,843

409,337

   

534,924

1,488,423

10,733,885

9,248,793

LOCAL CURRENCY

 

     

BNDES/FINAME

 

TJLP + 1.5% to 3.2% and 2.5% to 10% fixed rate

97,044

346,623

962,684

1,535,255

Debentures

 

105.8% to 110.8% CDI and TJLP + 0.85%

846,387

128,239

1,932,500

4,436,892

Prepayment

 

106.5% to 110,79% CDI and 8% fixed rate

101,330

163,812

5,345,000

4,800,000

CCB

 

112.5% CDI

1,085,436

62,072

6,200,000

7,200,000

Intercompany

 

110.79% CDI

    

Other

 

 

8,527

10,983

15,505

16,581

   

2,138,724

711,729

14,455,689

17,988,728

Total borrowings and financing

2,673,648

2,200,152

25,189,574

27,237,521

Transaction costs and issue premiums

-30,841

-31,030

-85,951

-101,939

Total borrowings and financing + transaction costs

2,642,807

2,169,122

25,103,623

27,135,582

 The balances of prepaid intercompany borrowings total R$2,943,964 as of December 31, 2013 (R$2,339,776 as of December 31, 2012) and the balances of Fixed Rate Notes and Intercompany Bondtotal R$2,452,956 (R$3,545,340 as of December 31, 2012), see note 19.

·      Funding transaction costs

As of December 31, 2013, funding transaction costs are as follows:

    

 

  

Current

 

Noncurrent

 

TIR(1)

    

Fixed rate notes

 

1,865

 

3,830

 

6.5% to 10.7%

BNDES

 

631

 

2,660

 

1.44% to 9.75%

Prepayment

 

8,162

 

15,766

 

10.08% to 12.44%

Prepayment

 

2,213

 

8,368

 

2.68% to 4.04%

CCB

 

17,472

 

54,834

 

11.33% to 14.82%

Other

 

498

 

493

 

6.75% to 12.59% and 10.7% to 13.27%

 

 

30,841

 

85,951

  
(1)TIR – Annual internal rate of return

FS-40


table of contents

·Maturities of borrowings, financing and debentures presented in non-current liabilities

As of December 31, 2013, the principal of long-term borrowings, financing and debentures by maturity year is as follows:

  

 

2015

 

3,181,503

 

13%

2016

 

3,210,020

 

13%

2017

 

3,628,773

 

14%

2018

 

3,997,706

 

16%

2019

 

3,813,514

 

15%

After 2019

 

5,015,458

 

19%

Perpetual bonds

 

2,342,600

 

10%

 

 

25,189,574

 

100%

·Amortizations and new borrowings, financing and debentures

The table below shows the amortizations and new funding in the current year:

 

 

12/31/2013

 

12/31/2012

Opening balance

 

29,304,704

 

26,973,247

Funding

 

1,697,363

 

3,520,263

Amortization

 

-4,300,240

 

-4,876,453

Loss of control over Trasnordestina

 

-3,180,821

  

Other (*)

 

4,225,424

 

3,687,647

Closing balance

 

27,746,430

 

29,304,704

(*) Includes unrealized foreign exchange and inflation adjustments.

In December 2013, the Company redeemed all the Guaranteed Bonds issued in 2003, through its wholly-owned subsidiary CSN Islands VIII Corp., guaranteed by CSN, at a rate of 9.75% per year, amounting to US$550 million (R$1,270,775) in principal and US$27 million (R$62,295) in interest.

Borrowing and financing contracts with certain financial institutions contain some covenants that are usual in financial agreements in general and the Company is compliant with them as of December 31, 2013.

·Debentures 

i. Companhia Siderúrgica Nacional

6th issue

In September 2012 the Company issued 156,500 nonconvertible, unsecured debentures, of which 106,500 1st series debentures and 50,000 2nd series debentures, with a unit face value of R$10 totaling R$1,565,000 that pay interestequivalent to 105.80% of the CDI Cetip rate for the 1st series and 106.00% per year for the 2nd series, maturing in March and September 2015, respectively, both with early redemption option.

FS-41


table of contents

·Guarantees provided

Guarantees provided for the borrowings comprise property, plant and equipment items and sureties and do not include guarantees provided for subsidiaries and jointly controlled entities. As of December 31, 2013, the amount is R$4,234 (R$12,233 as of December 31, 2012).

13.FINANCIAL INSTRUMENTS

I - Identification and measurement of financial instruments

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, marketable securities, trade receivables, trade payables, and borrowings and financing. Additionally, it also carries out transactions involving derivative financial instruments, especially exchange and interest rate swaps.

Considering the nature of these instruments, their fair value is basically determined by the use of Brazil’s money market and mercantile and futures exchange quotations. The amounts recorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

·Classification of financial instruments

Consolidated

   

12/31/2013

 

12/31/2012


Notes


Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                      

Cash and cash equivalents

 

5

 

 

 

 

 

9,995,672

 

 

 

9,995,672

 

 

 

 

 

11,891,821

 

 

 

11,891,821

Trade receivables, net

 

6

 

 

 

 

 

1,733,641

 

 

 

1,733,641

 

 

 

 

 

1,646,090

 

 

 

1,646,090

Guarantee margin on financial instruments

 

8 and 13

 

 

 

 

 

 

 

 

 

 

 

 

 

426,328

 

 

 

426,328

Derivative financial instruments

 

8 and 13

 

9,681

     

9,681

   

239,266

     

239,266

Trading securities

 

8

 

 

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

19,587

 

11,729,313

 

 

 

11,748,900

 

 

 

239,266

 

13,964,239

 

 

 

14,203,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

           

         

Other trade receivables

 

8

 

 

 

 

 

9,970

 

 

 

9,970

 

 

 

 

 

8,983

 

 

 

8,983

Investments

   

2,405,174

       

2,405,174

 

2,336,137

       

2,336,137

Derivative financial instruments

 

8

 

 

 

3,879

 

 

 

 

 

3,879

 

 

 

 

 

 

 

 

 

Short-term investments

       

30,756

   

30,756

     

116,753

   

116,753

Total

 

 

 

2,405,174

 

3,879

 

40,726

 

 

 

2,449,779

 

2,336,137

 

 

 

125,736

 

 

 

2,461,873

                       

Total assets

   

2,405,174

 

23,466

 

11,770,039

 

 

 

14,198,679

 

2,336,137

 

239,266

 

14,089,975

 

 

 

16,665,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

           

         

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

2,673,648

 

2,673,648

       

2,200,152

 

2,200,152

Derivative financial instruments

 

13 and 14

 

6,822

 

 

 

 

 

6,822

 

 

 

244,333

 

 

 

 

 

244,333

Trade payables

         

1,102,037

 

1,102,037

       

2,025,461

 

2,025,461

Total

 

 

 

 

 

6,822

 

 

 

3,775,685

 

3,782,507

 

 

 

244,333

 

 

 

4,225,613

 

4,469,946

                       

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

25,189,574

 

25,189,574

       

27,237,521

 

27,237,521

Derivative financial instruments

 

13 and 14

 

17,375

 

 

 

 

 

17,375

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

17,375

 

 

 

25,189,574

 

25,206,949

 

 

 

 

 

 

 

27,237,521

 

27,237,521

                       

Total liabilities

 

 

 

 

 

24,197

 

 

 

28,965,259

 

28,989,456

 

 

 

244,333

 

 

 

31,463,134

 

31,707,467

 

·Fair value measurement

The financial instruments recognized at fair value require the disclosure of fair value measurements in three hierarchy levels.

·Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

FS-42


table of contents

·Level 2: other available inputs, except those of Level 1 that are observable for the asset or liability, whether directly (i.e., prices) or indirectly (i.e., derived from prices)

·Level 3: inputs unavailable due to slight or no market activity and which is significant for the definition of the fair value of assets.

The following table shows the financial instruments recognized at fair value through profit or loss using a valuation method:

Consolidated

 

 

 

 

 

 

 

12/31/2013

 

 

 

 

 

 

 

12/31/2012

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

9,681

   

9,681

   

239,266

   

239,266

Trading securities

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

Non-current assets

                

Available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

2,405,174

     

2,405,174

 

2,336,137

     

2,336,137

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

3,879

   

3,879

   

   

Total assets

 

2,415,080

 

13,560

 

 

 

2,428,640

 

2,336,137

 

239,266

 

 

 

2,575,403

                 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

                

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

6,822

   

6,822

   

244,333

   

244,333

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

                

Derivative financial instruments

 

 

 

17,375

 

 

 

17,375

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

24,197

 

 

 

24,197

 

 

 

244,333

 

 

 

244,333

II – Investments in financial instruments classified as available for sale and measured at fair value through OCI

These consist mainly of investments in shares acquired in Brazil involving top ranked companies, which are recognized in non-current assets, and any gains or losses are recognized in shareholders' equity, where they will remain until actual realization of the securities or when any loss is considered unrecoverable.

Impairment of financial assets classified as available for sale

The Company has investments in common (USIM3) and preferred (USIM5) shares (“Usiminas Shares”), designated as available-for-sale financial assets as they do not meet the criteria to be classified within any of the other categories of financial instruments (loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss). The asset is classified as a non-current asset under line item “investments” and is carried at fair value based on the quoted price on the stock exchange (BM&FBOVESPA).

Considering the volatility of the quotations of Usiminas shares, the Company evaluated whether, at the end of the reporting period, there was objective evidence of impairment of these financial assets, i.e., the Company’s management evaluated if the decline in the market value of Usiminas shares should be considered either significant or prolonged. In turn, this valuation requires judgment based on CSN’s policy, prepared according to practices used in the domestic and international markets, and consists of an instrument by instrument analysis based on quantitative and qualitative information available in the market, from the time an instrument shows a drop of 20% or more in its market value or from the time there is a significant drop in its market value as compared to its acquisition price during more than twelve months.

Based on the qualitative and quantitative elements, management concluded, in its best judgment, that there was evidence of a significant impairment of the investment in Usiminas shares as of June 30, 2012, and, consequently, reclassified the accumulated losses recorded in other comprehensive income amounting to R$1,599,485, net ofincome tax and social contribution, to profit for the year, by recognizing R$2,022,793 in other operating expenses and R$423,308 in deferred taxes.

FS-43


table of contents

In December 2012 there was an additional recognition of R$264,441 related to deferred taxes on accumulated losses due to the annual analysis of the effective income tax and social contribution rate that took into consideration the temporary differences generated by this investment in CSN subsidiaries resulting from the reclassification of accumulated losses.

As of June 30, 2013, there was an additional decline in the quotation of the common shares (USIM3) as compared with the quotation as of June 30, 2012 which, according to the Company's accounting policy, generated a loss of R$5,002, recorded directly in other operating expenses. Beginning this date, pursuant to a Company's policy, gains and losses arising from the variation of the quotation of shares were recognized in other comprehensive income.

The Company continues to evaluate strategic alternatives with respect to its investment in Usiminas. These initiatives can, for example, affect the way an investment is recorded in the Company’s financial statements.

III – Fair values of assets and liabilities as compared to their carrying amounts

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, and any gains and possible losses are recognized as finance income or finance costs, respectively.

The amounts are recognized in the financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

The estimated fair value of consolidated long-term borrowings and financing was calculated at prevailing market rates, taking into consideration the nature, term and risks similar to those of the recorded contracts, and was classified in level 1 of the hierarchy of “quoted prices (unadjusted) in active markets for identical assets or liabilities”, as compared below:

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Carrying amount

 


Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

2,345,789

 

1,938,780

 

2,046,281

 

2,102,366

Fixed rate notes

5,661,978

 

6,032,207

 

6,067,555

 

6,811,081

IV     Financial risk management policy

The Company has and follows a policy of managing its risks, with guidelines regarding the risks incurred by the company. Pursuant to this policy, the nature and general position of financial risks are regularly monitored and managed in order to assess the results and the financial impact on cash flow. The credit limits and the quality of counterparties’ hedge instruments are also periodically reviewed. 

The risk management policy was established by the Board of Directors. Under this policy, market risks are hedged when it is considered necessary to support the corporate strategy or when it is necessary to maintain a level of financial flexibility.

Under the terms of the risk management policy, the Company manages some risks by using derivative financial instruments. The Company’s risk policy prohibits any speculative deals or short sales.

·Foreign exchange rate risk

The Company assesses its exchange exposure by subtracting its liabilities from its assets denominated in dollar and euro, thus arriving at its net exchange exposure, which is the foreign currency exposure risk. Therefore, besides the trade receivables arising from exports and investments overseas that in economic terms constitute natural hedges, the Company further considers and uses various financial instruments, such as derivative instruments (US$ to realand euro to dollar swaps, and forward exchange contracts, etc.) to manage its risks of fluctuations in currencies other than the Brazilian real.

FS-44


table of contents

·Policies on the use of hedging derivatives

The Company’s financial policy reflects the parameters of liquidity, credit and market risks approved by the Audit Committee and Board of Directors. The use of derivative instruments in order to prevent fluctuations in interest and exchange rates from having a negative impact on the company’s balance sheet and income statement should consider the same parameters. As provided for in internal rules, this financial investment policy has been approved and is being managed by the finance officers.

At the meetings of the Executive Officers and Board of Directors, the officers and directors routinely present and discuss the Company’s financial positions. Under the bylaws, transactions involving material amounts require the prior approval of management bodies. The use of other derivative instruments is contingent upon the express prior approval of the Board of Directors.

To finance its activities, the Company resorts to the capital markets, both locally and internationally, and based on the indebtedness profile it is seeking, part of the debt is pegged to foreign currency, basically to the US dollar, which causes Management to seek hedging for debt through derivative financial instruments.

To contract derivative financial instruments for hedging within the internal control structure, the following policies are adopted:

·ongoing calculation of exchange exposure that occurs by analyzing assets and liabilities exposed to foreign currency, under the following terms: (i) trade receivables and payables in foreign currency; (ii) cash and cash equivalents and debts in foreign currency considering the maturity of the assets and liabilities exposed to exchange fluctuations;

·presentation of the financial position and exchange exposure on a routine basis of meetings of the Executive Officers and Board of Directors that approve the hedging strategy;

·carrying out derivative hedging transactions only with leading banks, diluting the credit risk through diversification among these banks;

·Foreign exchange exposure

The consolidated net exposure as of December 31, 2013 is as follows:

 

 

 

 

12/31/2013

Foreign Exchange Exposure

 

(Amounts in
US$’000)

 

(Amounts in
€’000)

Cash and cash equivalents overseas

 

4,086,520

 

1,266

Trade receivables - foreign market

 

303,186

 

33,994

Intercompany borrowings

 

154,098

 

78,026

Other assets

 

21,152

 

54,152

Total assets

 

4,564,956

 

167,438

Borrowings and financing

 

-4,589,982

 

-121,041

Trade payables

 

-39,383

 

-2,202

Other liabilities

 

-9,140

 

-16,943

Intercompany borrowings

 

-34,076

 

 

Total liabilities

 

-4,672,581

 

-140,186

Gross exposure

 

-107,625

 

27,252

Notional amount of derivatives contracted

 

403,000

 

-90,000

Net exposure

 

295,375

 

-62,748

FS-45


table of contents

Gains and losses on these transactions are consistent with the policies and strategies defined by management.

· Exchange swap transactions

The Company carries out exchange swap transactions in order to hedge its assets and liabilities against any fluctuations in the US dollar-real and euro-real parities. This hedge through exchange swaps provides the Company, through the long position of the contract, with a forward rate agreement (FRA) gain on the exchange coupon, which at the same time improves our investment rates and reduces the cost of our funding in the international market.

As of December 31, 2013, the consolidated position of these contracts is as follows:

        

 

 

 

 

12/31/2013

   

 

 

 

 

12/31/2012

 

12/31/2013

        

Appreciation (R$)

 

Fair value (market)

   

Appreciation (R$)

 

Fair value (market)

 

Impact on finance income (cost) in 2013

Counterparties

 

Transaction maturity

 

Functional currency

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Santander

 

2/1/2015

 

US dollar

 

10,000

 

26,512

 

-22,633

 

3,879

 

10,000

 

22,686

 

-20,946

 

1,740

 

2,139

Goldman Sachs

 

1/4/2014

 

US dollar

 

10,000

 

23,697

 

-22,799

 

898

         

898

HSBC

 

1/4/2014

 

US dollar

 

90,000

 

213,306

 

-205,171

 

8,135

 

 

 

 

 

 

 

 

 

8,135

Total dollar-to-CDI swap

   

110,000

 

263,515

 

-250,603

 

12,912

 

10,000

 

22,686

 

-20,946

 

1,740

 

11,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

7/5/2014

 

US dollar

 

60,000

 

141,019

 

-141,359

 

-340

         

-340

Itaú BBA

 

5/7/2014 to 5/14/2014

 

US dollar

 

25,000

 

58,734

 

-58,485

 

249

 

 

 

 

 

 

 

 

 

249

HSBC

 

7/5/2014

 

US dollar

 

153,000

 

359,599

 

-360,487

 

-888

         

-888

HSBC

 

5/7/2014 to 5/14/2014

 

US dollar

 

55,000

 

129,244

 

-128,862

 

382

 

 

 

 

 

 

 

 

 

382

Total dollar-to-real swap (NDF)

   

293,000

 

688,596

 

-689,193

 

-597

 

 

 

 

 

 

 

 

 

-597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BES

 

3/31/2014 to 4/24/2014

 

US dollar

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

Total dollar-to-euro swap

 

 

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

                       

Itaú BBA

 

02/19/2014

 

Euro

 

30,000

 

94,858

 

-96,632

 

-1,774

 

40,000

 

51,793

 

-52,876

 

-1,083

 

-2,534

HSBC

 

02/19/2014

 

Euro

 

30,000

 

94,900

 

-96,632

 

-1,732

 

25,000

 

32,373

 

-33,047

 

-674

 

-8,097

Goldman Sachs

 

02/19/2014

 

Euro

 

30,000

 

94,880

 

-96,632

 

-1,752

 

25,000

 

32,363

 

-33,047

 

-684

 

-2,559

Total dollar-to-euro swap (NDF)

   

90,000

 

284,638

 

-289,896

 

-5,258

 

90,000

 

116,529

 

-118,970

 

-2,441

 

-13,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank

 

12/12/2013

 

Yen

         

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

Total yen-to-dollar swap

 

 

 

 

 

 

 

 

 

 

 

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

                       

CSFB

 

12/2/2014

 

Real

 

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

Total LIBOR-to-CDI interest rate swap

   

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

1/3/2016

 

Real

 

150,000

 

152,610

 

-159,712

 

-7,102

         

-7,102

HSBC

 

2/5/2016 to 3/1/2016

 

Real

 

185,000

 

187,395

 

-197,157

 

-9,762

 

 

 

 

 

 

 

 

 

-9,762

Deutsche Bank

 

1/3/2016

 

Real

 

10,000

 

10,114

 

-10,625

 

-511

         

-511

Fixed rate-to-CDI interest rate swap

 

 

 

345,000

 

350,119

 

-367,494

 

-17,375

 

 

 

 

 

 

 

 

 

-17,375

                       

 

 

 

 

1,651,272

 

-1,661,909

 

-10,637

 

 

 

576,968

 

-582,035

 

-5,067

 

-25,597

·Classification of the derivatives in the balance sheet and statement of income

FS-46


table of contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Instruments

 

Assets

 

Liabilities

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

9,033

 

3,879

 

12,912

 

 

 

 

 

 

 

11,172

Dollar-to-euro swap (NDF)

       

5,258

   

5,258

 

-13,190

Yen-to-dollar swap (*)

 

 

 

 

 

 

 

 

 

 

 

 

 

-5,374

Dollar-to-euro swap

 

17

   

17

       

4,035

Dollar-to-real swap (NDF)

 

631

 

 

 

631

 

1,228

 

 

 

1,228

 

-597

Libor-to-CDI swap

       

336

   

336

 

-4,268

Fixed rate-to-CDI swap

 

 

 

 

 

 

 

 

 

17,375

 

17,375

 

-17,375

  

9,681

 

3,879

 

13,560

 

6,822

 

17,375

 

24,197

 

-25,597

               
              

12/31/2012

Instruments

 

Ativo

 

Passivo

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

1,740

 

 

 

1,740

 

 

 

 

 

 

 

8,301

Dollar-to-euro swap (NDF)

       

2,441

   

2,441

 

-5,116

Yen-to-dollar swap

 

237,526

 

 

 

237,526

 

236,965

 

 

 

236,965

 

307

Dollar-to-euro swap

       

4,241

   

4,241

 

-8,065

Libor-to-CDI swap

 

 

 

 

 

 

 

686

 

 

 

686

 

-9,166

  

239,266

 

 

 

239,266

 

244,333

 

 

 

244,333

 

-13,739

(*) The positions of the swap transactions were settled on December 12, 2013, together with its guarantee deposit.

Dollar-to-CDI exchange swap

As of December 31, 2013 the Company held a short position in a foreign exchange swap of US$110,000,000, where it receives exchange differences plus interest of 3.5% per year on average and pays 100% of CDI in the short position of the foreign exchange swap.

Dollar-to-real swap (NDF)            

The Company conducted NDF (Non Deliverable Forward) transactions for the purpose of ensuring the forward purchase of US dollars, which are settled, without physical delivery, by the difference in contracted R$/US$ buy parity against the R$/US$ sell parity, with is the Sale Ptax T-1 to maturity. The transactions are contracted with prime financial institutions, on the over-the-counter market, and allocated to the exclusive funds.

US dollar-to-Euro exchange swap

The subsidiary Lusosider carries out transactions with derivatives to hedge its exposure against the euro-dollar fluctuation.

US dollar-to-Euro exchange swap (NDF)

In addition to the swaps above, the Company also contracted NDFs (non-deliverable forwards) to hedge its euro-denominated assets. Basically the Company contracted financial derivatives for its euro-denominated assets, where it will receive the difference between the US dollar exchange rate change for the period, multiplied by the notional amount (long position) and pay the difference between the exchange rate change in euro for the period on the notional euro amount on the contract date (short position). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparties prime financial institutions, contracted under the exclusive funds.

Interest rate swap transactions (LIBOR to CDI)

FS-47


table of contents

The objective of these transactions is to hedge transactions indexed to US dollar LIBOR against fluctuations in Brazilian interest rates. Basically, the Company carried out swaps of its obligations indexed to the LIBOR, in which it receives interest of 1.25% p.a. on the notional value of the dollar (long position) and pays 96% of the CDI on the notional amount in reais of the contract date (short position), hedging an export prepayment transaction of the same amount. The gains and losses on these contracts are directly related to fluctuations in exchange rates (US$) and interest rates (LIBOR and CDI). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution.

Interest rate swap transactions (Fixed rate to CDI)

Its purpose is to peg obligations subject to a fixed rate to the fluctuation of the average interest rate of the one-day interbank deposits (CDI), calculated and disclosed by CETIP. Basically, the Company carried out swaps of its obligations indexed to the fixed rate, in which it receives interest on the notional amount (long position) and pays 100% of the CDI on the notional amount in reais of the contract date (short position). The gains and losses on this contract are directly related to CDI variation. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution, contracted within the exclusive funds.

·Sensitivity analysis of exchange rate swaps

The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the currency, using as reference the closing exchange rate as of December 31, 2013 for dollar-to-real exchange swap R$2.3426, and for dollar-to-euro exchange swap R$1.3773.

          

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

Dollar-to-CDI exchange swap

 

110,000

 

US dollar

 

12,912

 

-64,422

 

-128,844

           

Total dollar-to-euro swap (NDF)

 

-90,000

 

Euro

 

5,258

 

72,595

 

145,192

           

Euro-to-dollar exchange swap

 

11,801

 

US dollar

 

17

 

-13,109

 

-26,222

           

Dollar-to-real swap (NDF)

 

293,000

 

US dollar

 

597

 

-171,595

 

-343,191

(*) The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the market values as of December 31, 2013 recognized in liabilities.

·Sensitivity analysis of interest rate swaps

The Company considered scenarios 1, 2, 3 and 4 as 25% and 50% of appreciation and devaluation for volatility of the interest as of December 31, 2013.

  

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

 

           

LIBOR-to-CDI interest rate swap

 

21,500

 

(Libor) US$

 

-9,849

 

-11,725

 

9,849

 

11,725

 

 

    

 

 

 

    

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

-11,428

 

-19,855

 

5,425

 

13,852

·Interest rate risk

Short- and long-term liabilities indexed to floating interest rate and inflation indices. Due to this exposure, the Company undertakes derivative transactions to better manage these risks.

·Sensitivity analysis of changes in interest rates

FS-48


table of contents

The Company considers the effects of a 5% increase or decrease in interest rates on its outstanding borrowings, financing and debentures as of December 31, 2013 in the consolidated financial statements.

    

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

TJLP

 

5.00

 

2,521

 

8,409

Libor

 

0.35

 

5,725

 

6,535

CDI

 

9.77

 

71,507

 

49,566

·Share market price risks

The Company is exposed to the risk of changes in equity prices due to the investments made and classified as available-for-sale. Equity investments refer to blue chips traded on BM&F BOVESPA.

The following table shows the impact of the net changes in the market value of financial instruments classified as available-for-sale on shareholders' equity, in other comprehensive income.

       
  

Other comprehensive income

  

12/31/2013

 

12/31/2012

 

Net change

Net change in available-for-sale financial assets

 

779,526

 

732,141

 

47,385

The Company considers as probable scenario the amounts recognized at market values as of December 31, 2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the shares.

  

 

Impact on equity

Companies

 

Probable

 

Scenario 1

 

Scenario 2

Usiminas

 

772,190

 

199,711

 

399,421

Panatlântica

 

7,336

 

2,947

 

5,894

 

 

779,526

 

202,658

 

405,315

·Credit risks

The exposure to credit risks of financial institutions is in line with the parameters established in the financial policy. The Company adopts the practice of analyzing in detail the financial position of its customers and suppliers, establishing a credit limit and conducting ongoing monitoring of the outstanding balance. 

As regards short-term investments, the Company only makes investments in institutions with low credit risk as rated by credit rating agencies. As part of the funds is invested in repos (repurchase agreements) backed by Brazilian government bonds, there is also exposure to Brazil’s sovereign risk.

·Capital management

The Company manages its capital structure to ensure that it will be capable of providing return to its shareholders and benefits to other stakeholders, and maintain an optimal capital structure to reduce this cost.

·Liquidity risk

FS-49


table of contents

It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of mismatching of terms or volumes between scheduled receipts and payments.

To manage cash liquidity in domestic and foreign currency, assumptions of future disbursements and receipts are established and daily monitored by the treasury area. The payment schedules for the long-term portions of borrowings, financing and debentures are shown in note 12.

The following table shows the contractual maturities of financial liabilities, including accrued interest.

 

 

 

 

 

 

 

 

 

 

At December 31, 2013

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

2,673,648

 

6,391,523

 

11,439,993

 

7,358,058

 

27,863,222

Derivative financial instruments

6,822

 

17,375

     

24,197

Trade payables

1,102,037

       

1,102,037

 

         

At December 31, 2012

         

Borrowings, financing and debentures

2,200,152

 

2,838,954

 

10,248,009

 

14,150,558

 

29,437,673

Derivative financial instruments

244,333

       

244,333

Trade payables

2,025,461

       

2,025,461

V – Margin deposits

The Company holds margin deposits totaling R$426,328 as of December 31, 2012; this amount is invested at Deutsche Bank as guarantee of the derivative financial instrument contracts, basically swaps between CSN Islands VIII and CSN. This deposit was settled together with the respective swap on December 12, 2013.

14.OTHER PAYABLES

The group of other payables classified in current and non-current liabilities is comprised as follows:

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Payables to related parties (Note 19 b)

422,150

 

703,236

 

8,522,685

 

7,758,093

Derivative financial instruments (Note 13 I)

6,822

 

244,333

 

17,375

  

Dividends and interest on capital payable to Company owners (Note 19 a)

  

155,537

    

Dividends and interest on capital payable non-controlling shareholders

2,036

 

146,081

    

Advances from customers

28,213

 

31,062

    

Taxes in installments (Note 16)

247,387

 

166,818

 

1,454,838

 

1,085,079

Profit sharing - employees

121,631

 

7,771

    

Other payables

144,612

 

127,202

 

66,673

 

165,877

 

972,851

 

1,582,040

 

10,061,571

 

9,009,049

15.INCOME TAX AND SOCIAL CONTRIBUTION

(a)Income tax and social contribution recognized in profit or loss:

The income tax and social contribution recognized in profit or loss for the year are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution (expenses) income

     

Current

-1,290,755

 

-321,999

 

-136,427

Deferred

1,216,594

 

1,274,207

 

52,542

 

-74,161

 

952,208

 

-83,885

FS-50


table of contents

The reconciliation of Company and consolidated income tax and social contribution expenses and income and the result from applying the effective rate on profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Profit (loss) before income tax and social contribution

608,155

 

(1,432,782)

 

3,751,119

Tax rate

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

-206,773

 

487,146

 

-1,275,380

Adjustment to reflect effective rate:

     

Interest on capital benefit

255,000

 

 

 

 

Share of profits of investees

     

Income subject to special tax rates or untaxed

227,097

 

444,378

 

1,279,431

Transfer pricing adjustment

-31,404

    

Tax incentives

 

 

 

 

73,134

REFIS effect

-689,299

 

39,256

 

-16,060

Sale of nondeductible securities

 

 

 

 

-189,946

Tax loss carryforwards without recognizing deferred taxes

-166,734

 

-42,683

  

Subsidiaries’ tax credit

550,270

 

 

 

44,434

Other permanent deductions (add-backs)

-12,318

 

24,111

 

502

Income tax and social contribution in profit for the year

-74,161

 

952,208

 

-83,885

Effective tax rate

12%

 

-66%

 

-2%

(b)Deferred income tax and social contribution:

The deferred income tax and social contribution are calculated on income tax and social contribution loss carryforwards and related temporary differences between the tax bases of assets and liabilities and the accounting balances of the financial statements. They are presented at net amounts when related to a sole jurisdiction.

 

Opening balance

Movement

Closing balance

 

12/31/2012

Comprehensive
income

Profit or
loss

Tax
credits
(**)

12/31/2013

Deferred tax assets

 

 

 

 

 

Income tax loss carryforwards

818,705

32,800

289,105

-8,314

1,132,296

Social contribution loss carryforwards

242,606

 

153,390

-6,690

389,306

Acquisition of income tax loss carryforwards (Law 12,865/13 REFIS)

  

401,953

-401,953

 

Acquisition of social contribution tax loss carryforwards (Law 12,865/13 REFIS)

 

 

148,316

-148,316

 

Temporary differences

1,115,768

-77,567

210,724

 

1,248,925

- Provision for tax, social security, labor, civil and environmental risks

171,262

 

36,245

 

207,507

- Provision for environmental liabilities

130,358

 

-12,563

 

117,795

- Asset impairment losses

53,887

 

-437

 

53,450

- Inventory impairment losses

29,638

 

-1,082

 

28,556

- (Gains) losses on financial instruments

47,524

 

-51,349

 

-3,825

- (Gains) losses on available-for-sale financial assets

310,586

-24,410

803

 

286,979

- Actuarial liability (pension and healthcare plan)

157,684

-33,143

7,397

 

131,938

- Accrued supplies and services

55,072

 

36,735

 

91,807

- Allowance for doubtful debts

25,812

 

1,937

 

27,749

- Goodwill on merger

-89,402

-19,996

-13,774

 

-123,172

- Unrealized exchange differences (*)

197,944

 

348,097

 

546,041

- (Gain) on loss of control over Transnordestina

  

-224,096

 

-224,096

- Other

25,403

-18

82,811

 

108,196

Non-current assets

2,177,079

-44,767

1,203,488

-565,273

2,770,527

      

Deferred tax liabilities

 

 

 

 

 

- Business combination

225,965

41,263

-15,119

 

252,109

- Other

12,276

2,435

2,013

 

16,724

Non-current liabilities

238,241

43,698

-13,106

 

268,833

(*) The Company taxes foreign exchange differences on a cash basis to calculate income tax and social contribution.

(**) Use of tax credits on tax loss carryforwards of subsidiaries to settle tax debts as prescribed by Law 12865/13, Art. 40, Par. 7 (REFIS). (See Note 16.)

FS-51


table of contents

Some Group companies recognized tax credits on income tax and social contribution loss carryforwards not subject to statute of limitations and based on the history of profitability and expected future taxable profits determined in technical studies approved by Management.

Since they are subject to significant factors that may change the projections for realization, the carrying amounts of deferred tax assets and projections are reviewed annually. These studies indicate the realization of these tax assets within the term stipulated by the mentioned instruction and the limit of 30% of the taxable profit.

The estimate of recovery of the deferred income tax and social contribution assets is as follows:

Up to 1 year

380,960

From 1 to 2 years

485,077

From 2 to 3 years

651,435

From 3 to 5 years

 43,316

4,130

1,521,602

Certain Group companies have tax assets amounting to R$196,461 and R$28,556, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, of which R$37,082 expire in 2015, R$10,982 in 2018 and R$84,324 in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

The Company’s corporate structure includes foreign subsidiaries whose profits are subject to income tax levied by the related countries, recognized at tax rates lower than the prevailing rate in Brazil.

For the years of 2010 to 2013 these subsidiaries generated profits amounting to R$4,027,058, which, tax authorities may understand that have already been distributed, hence, it would be subject to additional taxation in Brazil, in the approximate amount of R$1,300,000 in income tax and social contribution. The Company, based on its legal counsel’s opinion, assessed the likelihood of loss as possible in a potential challenge by tax authorities and, therefore, no provision was recognized in the financial statements.

(c)Income tax and social contribution recognized in shareholders' equity:

The income tax and social contribution recognized directly in shareholders' equity are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution

 

 

 

 

 

Actuarial gains on defined benefit pension plan

33,012

 

66,155

 

54,714

Changes in the fair value on available-for-sale financial assets

-401,574

 

-377,164

 

241,484

Exchange differences on translating foreign operations

-425,510

 

-425,510

 

-425,510

 

-794,072

 

-736,519

 

-129,312

(d)Provisional Measure no. 627 of 2013 (“MP 627/13”)

FS-52


table of contents

On November 11, 2013 the Provisional Measure no.627 (“MP”) was issued to repeal the Transitional Tax Regime (RTT) and introduce other provisions, including: (i) it amends Decree-Law 1,598/77, which addresses the corporate income tax, and the social contribution on net income law; (ii) it establishes that any change in or the adoption of accounting methods and criteria under administrative measures issued based on the jurisdiction attributed by the Commercial Law, after the enactment of this Provisional Act, shall not have any impact on the calculation of federal taxes until a tax law addressing the matter is enacted; (iii) it provides for a specific treatment of the potential taxation of profits or dividends; (iv) it includes provisions on the calculation of interest on capital; and (v) it provides new considerations about investments accounted for by the equity method of accounting. The provisions of Provisional Act 627 are effective from 2015, however, its early irrevocable adoption in 2014 could eliminate the potential tax effects, especially those related to dividends and interest on capital actually paid since 2008 until the Provisional Act issue date.

The Company prepared studies on the possible effects that could arise from the provisions of said Provisional Act and concluded that they would not result in material adjustments to its financial statements for the year ended December 31, 2013.

Management is awaiting the analysis of said Provisional Measure by the Legislative Authority to decide on its possible early adoption in calendar 2014.

(e)Tax incentives

The Company is granted by Income Tax incentives based on the legislation in effect, such as:  Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for Audiovisual Activities, and Funds for the Rights of Children and Adolescents.  As of December 31, 2013, these tax incentives total R$329 (R$237 as of December 31, 2012).

16.TAXES IN INSTALLMENTS

In November and December 2013 the Company joined the Tax Recovery Program established by Law 12,865/13 and Law 11,941/09.

The position of the debts arising from these tax installment plans, recorded in taxes in installments in current and non-current liabilities, is as follows:

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Federal REFIS Law 11,941/09 (a)

140,446

 

119,977

 

1,001,630

 

998,668

Federal REFIS Law 12,865/13 (a)

27,124

   

384,872

  

Other taxes in installments (b)

79,817

 

46,841

 

68,336

 

86,411

 

247,387

 

166,818

 

1,454,838

 

1,085,079

a)Tax Recovery Program (Federal Refis) – Law11,941/09 and Law 12,865/13

·New deadline – Law 11,941/09

On November 26, 2009, the Company and some subsidiaries joined the Tax Recovery Programs established by Law 11,941/09 and Provisional Act 470/2009, aimed at settling tax liabilities through a special payment system and installment plan for the settlement of tax and social security obligations.

With the new deadline to join the Law11,941/09 tax installment program established by the RFB/PGFN, pursuant to Law 12,865/13, the Company analyzed with its legal counsel the lawsuits that could have changed or be subject to new jurisprudence, the Company concluded that some tax debts could be included in the new tax installment plan onDecember 27, 2013.

FS-53


table of contents

·Profits for Foreign Subsidiaries– Law 12,865/13

Under Article 40 of Law 12,865/13, the federal government allowed the payment in installments of income tax and social contribution arising from the application of Article 74 ofProvisional Measure2158-35/2001, the so-called Profits for Foreign Subsidiaries, which requires that profits earned by foreign subsidiaries or associates be taxed at yearend.

The Company elected to join the amounts corresponding to the assessed period (2004-2009), on November 29, 2013.   

Both programs provide for reductions in fines and interest, however, only income tax and social contribution debt arising from the application of Law 12,865/12 could be settled with tax credits claimed on tax loss carryforwards of subsidiaries and the Company. The tax credit utilized by the subsidiaries total R$565,273, of which R$550,270 did not have a recognized tax credit, as shown in Note 15.

The remaining balance was divided into 180 monthly installments adjusted by the SELIC and the amount determined pursuant to Laws 11,941/09 and 12,865/13 is subject to approval by the tax authorities.

The adoption of the programs described above had a negative impact on the Company's profit for the fourth quarter, as shown below: 

   
(=) Goodwill arising on acquisition

Taxes

-805,748

Fines and charges

 

-569,465

Interest

-519,764

204,569Total

-1,894,977

Discounts

Fines and charges

446,570

Interest

255,102

Utilization of income tax and social contribution credit on tax loss carryforwards

565,273

Total reductions

1,266,945

Total taxes payable

-628,032

Deferred income tax and social contribution on fines and interest

224,769

Net effect on loss (profit)

-403,263

b)Other tax installments (regular and other)

The Group companies also joined the Regular social security tax (INSS) installment plan and other plans.

17.PROVISION FOR TAX, SOCIAL SECURITY, LABOR, CIVIL AND ENVIRONMENTAL RISKS AND JUDICIAL DEPOSITS

Claims of different nature are being challenged at the appropriate courts. Details of the accrued amounts and related judicial deposits are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

Tax

259,725

 

87,391

 

178,657

 

99,400

Social security and labor

298,637

 

138,911

 

263,700

 

156,772

Civil

82,143

 

29,022

 

96,705

 

36,109

Environmental

4,262

 

961

 

7,056

  

Judicial deposits

  

8,935

   

11,350

 

644,767

 

265,220

 

546,118

 

303,631

Legal obligations challenged in courts:

       

Tax

       

Salary Premium for education

46,193

 

46,193

 

24,077

 

46,193

Income tax on ”Plano Verão”

20,892

 

366,951

 

20,892

 

348,969

Other provisions

101,331

 

15,350

 

97,157

 

19,233

 

168,416

 

428,494

 

142,126

 

414,395

 

813,183

 

693,714

 

688,244

 

718,026

FS-54


table of contents

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 2013 were as follows:

           

 

 

 

 

 

 

 

 

 

 

Current + Non-current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

Tax

 

320,783

 

72,980

 

42,475

 

-8,097

 

428,141

Social security

 

43,858

   

3,403

   

47,261

Labor

 

219,842

 

100,304

 

24,924

 

-93,694

 

251,376

Civil

 

96,705

 

6,862

 

2,022

 

-23,446

 

82,143

Environmental

 

7,056

 

3,663

 

964

 

-7,421

 

4,262

  

688,244

 

183,809

 

73,788

 

-132,658

 

813,183

The provision for tax, social security, labor, civil and environmental liabilities was estimated by management and is mainly based on the legal counsel’s assessment. Only proceedings for which the risk is classified as probable loss are accrued. Moreover, this provision includes tax liabilities resulting from contingencies filed by the Company, subject to SELIC (Central Bank’s policy rate).

a) Tax lawsuits

 

Goodwill arisingI - Income tax and social contribution

“Plano Verão” -CSN is claiming the recognition of financial and tax effects on the acquisition comprises mainly the expected synergies generatedcalculation of income tax and social contribution, related to removal by the business combinationgovernment of Prada Embalagensinflation measured according to the Consumer Price Index (IPC) in January and February 1989, involving a total percentage figure of 51.87% (‘Plano Verão”).

In 2004, the lawsuit was terminated with CBL,a final and unappealable decision that granted the right to apply the index of 42.72% (January 1989), with the 12.15% already applied to be deducted from this index. The final decision also granted application of the index of 10.14% (February 1989). The proceeding is currently at expert discovery stage.

As of December 31, 2013, there is an amount of R$366,951 (R$348,969 as of December 31, 2012) deposited in court, classified in a specific account of judicial deposits in long-term receivables, and a provision of R$20,892 (R$20,892 as of December 31, 2012), which represents the portion not recognized by the courts.

FS-55


table of contents

II - Salary premium for education - "Salário Educação"

CSN has filed a lawsuit challenging the constitutionality of the salary premium for education and for discussing the possibility of recovering the amounts paid in the period from January 5, 1989 to October 16, 1996. The lawsuit was unsuccessful, and the TRF upheld the decision unfavorable to CSN, a decision that is final and unappealable.

In view of the final and unappealable decision, CSN tried to make payment of the amount due, though the FNDE and INSS did not reach an agreement as to which agency should receive it. They also required that the amount should be paid along with a fine, with which the Company did not agree.

Lawsuits were then filed challenging the above events, with judicial deposit of the amounts involved in the lawsuits. In the first lawsuit, the lower court partly accepted the Company’s request, with the judge deducting the fine, but upholding the SELIC rate, with counterarguments against the defendant’s appeal against the SELIC rate.

As of December 31, 2013 the accrued amount totals R$46,193 (R$24,077 as of December 31, 2012) and the judicial deposit amounts to R$46,193 (R$46,193 as of December 31, 2012).

III - Other

CSN has also recognized provisions for lawsuits relating to INSS, FGTS Complementary Law 110, PIS Law 10,637/02 and PIS/COFINS - Manaus Free Trade Zone, totaling R$101,331 as of December 31, 3012 (R$97,157 as of December 31, 2012), which includes legal charges.

b) Payroll and related taxes

As of December 31, 2013, the Group is a defendant in 9,067 labor lawsuits, for which a provision has been recorded in the amount of R$251,376 (R$219,842 as of December 31, 2012). Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) as a result of federal government economic plans, health care plan, indemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and differences in profit sharing from 1997 to 1999 and from 2001 to 2003.

c) Civil lawsuits

Among the civil lawsuits in which the Company is a defendant are claims for compensation. Generally these lawsuits result from on-the-job accidents, occupational diseases and contractual litigation related to the industrial activities of the Group, real estate actions, healthcare plan, and reimbursement of costs incurred in labor courts. For lawsuits involving civil matters, a provision has been recognized in the amount of R$82,143 as of December 31, 2013 (R$96,705 as of December 31, 2012).

d) Other

§Competition 

On June 14, 2010, the Regional Federal Court of Brasília rejected the annulment action filed by CSN against CADE, which aimed at annulling its fine for the alleged infringements laid down in Articles 20 and 21, I, of Law 8,884/1984. The Company filed appropriate appeals against this decision, which were dismissed, resulting in the filing of a Motion for clarification, which is pending judgment.  The collection of the R$65,292 fine is suspended by a Court decision, which stays the collection as from the date CSN issued a guarantee letter. This proceeding is classified as risk of possible loss.

§Environmental 

The environmental administrative/judicial proceedings filed against the Company include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities andpublic civil actions claiming regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. The environmental proceedings total R$4,262 (R$7,056 as of December 31, 2012).

FS-56


table of contents

In July 2012 the Company received a legal notice in the lawsuit filed by the State Attorney's Office of the State of Rio de Janeiro, related to Volta Grande IV district in the city of Volta Redonda-RJ, claiming, among others, the removal of two industrial waste cells and 750 (seven hundred and fifty) homes. This lawsuit is classified as probable loss risk, but there is not an estimated amount due to the illiquidity of the claims.

As a result of the lawsuit mentioned in the paragraph above, after August 2012 the Company received legal notices related to some lawsuits filed by one of the dwellers of the Volta Grande IV district, who claims the payment of compensation for property damages and pain and suffering, whose amounts are illiquid at the moment, and this lawsuit is classified as possible loss risk.

On the same matter (Bairro Volta Grande IV), in August 2013 the Company received a subpoena about the lawsuits filed by the Federal Public Prosecution Office (Federal Courts), which has the same claim of the lawsuit filed by the State Public Prosecution Office, described above. This new lawsuit is classified with a possible level of risk, since the trend is that the State courts’ decision prevails also in note 13.the Federal courts. The risk amount in this new lawsuit is the same of the lawsuit filed by the State Public Prosecution Office.

§Other administrative and judicial proceedings

 

The business combination with Companhia Brasileira de Latas,Group is a defendant in other administrative and judicial proceedings (tax, social security, labor, civil, and environmental), in the approximate amount of R$12,370,964, of which took place on July 12, 2011, is under review of Conselho Administrativo de Defesa Econômica, or CADE, (Brazilian antitrust agency).

 

(a)R$6,525,528 refers to the tax assessment notice issued against the Company for an alleged sale of 40% of the shares of its subsidiary NAMISA to a Japanese-Korean consortium, thus failing to determine and pay taxes on the capital gain resulting from this transaction, and in May 2013, the São Paulo -SP Regional Judgment Office (first administrative court) issued a favorable decision to the Company and cancelled the tax assessment notice. In light of this decision, an ex-officio appeal was filed that will be judged by the Administrative Board of Tax Appeals (CARF);

(b)R$680,546 refers to execution proceedings filed against us to require the ICMS allegedly levied on the electricity acquired by our Steel Plant, which is fully consumed in manufacturing steel products. The tax authorities argue that the use of electricity in the production process as an input does not preclude its taxation by the ICMS.

(c)R$533,890 refers to the offset of taxes that were not approved by the Federal Revenue Service (FRS) for certain reasons. The taxes involved are CSLL, IRPJ, IPI, PIS and COFINS. It is our understanding that we have enough documentation to make evidence that we were duly entitled to the offset at the time. 

(d)R$417,537 refers to a decision of the Federal Revenue Service (FRS) that partially denied to us certain benefits granted by the Provisional Measure nº470 (a tax recovery program) based on the grounds that we had not enough tax losses to pay the certain of that program installments. The FRS disallowed those loses based on the rational that they had already been used in the taxation, in Brazil, of our foreign subsidiaries’ profits, which is a domestic tax regime of foreign subsidiaries contested by us.

(e)R$330,421 refers to the disallowance of the ICMS tax credits claimed by the Company between April of 1999 and September of 2002. The matter under dispute relates to the proper tax bases to be applied in the interstate transfer of iron ore from our Casa de Pedra mine to our Presidente Vargas Steel Plant. In accordance with the tax authorities in the State of Rio de Janeiro (location of the Steel Plant), the tax bases used by us in the State of Minas Gerais (location of Casa de Pedra) is not in compliance with the regulation in Rio de Janeiro, then the excess of credits appropriated in the transfer was not to be admitted in Rio de Janeiro. 

(f)R$260,321 refers to the tax assessments issued against us to disallow the credits of ICMS transferred to us in acquisition of certain branches of our subsidiary INAL in Rio de Janeiro. According to the tax authorities, the acquisition of a company’s branch does not entitle the buyer to the ICMS credits owned by target branch. In viewof assessment, the Company filed a writ of mandamus to claim its right to proceed with this transfer, which had a final favorable decision in the Judiciary Courts. This favorable decision favors our case in the Administrative Court of Appeals of the State of Rio de Janeiro.

FS-22FS-57


 

table of contents

(g)R$2,153,777 refers to other tax lawsuits (federal, state, and municipal).

(h)R$1,044,079 refers to labor and social security lawsuits; R$350,218 refers to civil lawsuits, and R$74,647 to environmental lawsuits.  

The assessments made by legal counsel define these administrative and judicial proceedings as entailing risk of possible loss and, therefore, no provision was recorded in conformity with management’s judgment and accounting practices adopted in Brazil.

4.18.PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATION

The balance of the provision for environmental liabilities and decommissioning of assets is as follows:

 

 

 

 

 

12/31/2013

 

12/31/2012

Environmental liabilities

346,455

 

383,405

Asset retirement obligation - ARO

23,999

 

21,292

 

370,454

 

404,697

a) Environmental liabilities

As of December 31, 2013, a provision is maintained for expenditures relating to environmental investigation and recovery services for potentially contaminated areas surrounding establishments in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. Estimated expenditures will be reviewed periodically and the amounts already recognized will be adjusted whenever needed. These are management’s best estimates considering recovery studies in areas that have been degraded and are in the process of being used for activities. This provision is recognized in operating expenses.

The provision is measured at the present value of the expenditures required to settle the obligation, using a pretax rate that reflects current market assessments of the time value of money and the specific risks of the obligation. The increase in the obligation due to passage of time is recognized as other operating expenses.

The long-term interest rate used to discount to present value and update the provision through December 31, 2013 was 11.00%. The liability recognized is periodically updated based on the general market price index (IGPM) for the period.

b) Asset retirement obligation - ARO

ARO consist of estimated costs for decommissioning, retirement or restoration of areas upon the termination of activities related to mining resources. The initial measurement is recognized as a liability discounted to present value and subsequently through increase in expenses over time.  The asset decommissioning cost equivalent to the initial liability is capitalized as part of the carrying amount of the asset, being depreciated over the useful life of the asset.

19.  RELATED-PARTY BALANCES AND TRANSACTIONS

 

a)    Transactions with Holding Company

 

Vicunha Siderurgia S.A. is a holding company set up for the purpose of holding equity interests in other companies and is the Company’s main shareholder, with 47.86% of the voting shares.

 

On December 27, 2010, Rio IACO acquired 58,193,503 shares of Caixa Beneficente dos Empregados da CSN (“CBS”) and currentlyIaco Participações S.A. holds 3.99% of CSN’s issued capital, and became partCSN.

FS-58


table of the control group.contents

· Liabilities 

             
          Paid
Companies Mandatory minimum
dividend
 Proposed additional
dividend
 Proposed interest on
capital
 Total Dividends Interest on
capital
Vicunha Siderurgia  443,386  130,881    574,267  717,835  170,746 
Rio Iaco  36,981  10,916    47,897  59,871  14,241 
Total at 12/31/2011  480,367  141,797    622,164  777,706  184,987 
Total at 12/31/2010  141,174  636,509  184,985  962,668  717,834  33,499 

       

Companies

 

Proposed

 

Paid

 

Dividends

 

Dividends

 

Interest on capital

Vicunha Steel

 

  

435,482

 

358,921

Rio Iaco

   

36,319

 

29,934

Total at 12/31/2013

 

  

471,801

 

388,855

Total at 12/31/2012

 

155,537

 

622,164

  

 

Vicunha Siderurgia’s corporate structure is as follows (unaudited information):

 

Vicunha Aços S.A. – holds 99.99% of Vicunha Siderurgia S.A.

Vicunha Steel S.A. – holds 66.96% of Vicunha Aços S.A.

National Steel S.A. – holds 33.04% of Vicunha Aços S.A.

CFL Participações S.A. – holds 40% of National Steel S.A. and 39.99% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 60% of National Steel S.A., 59.99% of Vicunha Steel S.A. and 99.99% of Rio Iaco Participações S.A.

 

b)    Transactions with jointly controlled entities, associates, exclusive funds and other related parties

The Company’s strategic areas of mining, logistics and energy maintain equity interests in companies under joint control. The characteristics, objectives and transactions with these companies are as follows. The consolidated information is presented according to the criteria set out in note 2.

 

·          Assets By transaction

       
 Companies Trade receivables Intercompany loan (*)  Total
Nacional Minérios S.A.  31,338    31,338 
MRS Logística S.A.  403    403 
Total at 12/31/2011  31,741    31,741 
Total at 12/31/2010  19,115  496,438  515,552 

  

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

      

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

107,443

   

107,443

      

Loans

 

147,273

 

603,862

 

751,135

 

 

 

 

 

 

Dividends receivable

 

717,595

   

717,595

      

Actuarial asset

 

 

 

97,051

 

97,051

 

 

 

 

 

 

Other receivables

 

15,658

 

18,129

 

33,787

      

 

 

987,969

 

719,042

 

1,707,011

 

 

 

 

 

 

Liabilities

            

Other payables

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

       

600

 

618

 

1,218

Advances from customers(1)

 

 

 

 

 

 

 

421,550

 

8,522,067

 

8,943,617

Trade payables

       

52,949

   

52,949

Actuarial liability

 

 

 

 

 

 

 

 

 

11,139

 

11,139

  

 

 

 

 

 

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Statement of Income

 

         

Revenues

 

 

 

         

Sales

 

862,004

          

Interest

 

25,576

 

         

Expenses

            

Purchases

 

-917,469

 

         

Interest

 

-421,659

          

Total at 12/31/2013

 

451,548

 

         

Total at 12/31/2012

 

67,354

          
             

 

(*) In 2011 total payments of Nacional Minérios S.A. to CSN amounted to R$1,278,457 (loan non-consolidated corresponds to R$ 511,382) of which R$53,800 was paid in January related to interest and R$1,224,657 in April related to early settlement as provided for in the related agreement.FS-59


 

·table of contentsLiabilities 

 

FS-23


         
 
 Companies  Advances from customers   Trade payables   Other payables   Total 
Nacional Minérios S.A.  3,270,663    2,404  3,273,067 
MRS Logística S.A.    7,085  6,562  13,647 
Total at 12/31/2011  3,270,663  7,085  8,966  3,286,714 
Total at 12/31/2010  3,169,817  7,369  6,725  3,183,911 

Nacional Minérios: The advancea.Advance from customerscustomer received from the jointly controlled entity Nacional Minérios S.A. refers Refers to the contractual obligation forof supply of iron ore and port services. The agreementcontract is subject to interest rate of 12.5% p.a. and expires in September 2042.

MRS Logística: We have recorded in other payables the amount accrued to cover contractual expenses for take or pay and block rates relating to the railroad transportation agreement.

 

·          Profit or lossBy company

             
Companies Revenues Expenses
 Sales  Interest  Total  Purchases  Interest  Total 
      
 
Nacional Minérios S.A.  378,020  16,965  394,985  6,296  385,622  391,918 
MRS Logística S.A.        279,545    279,545 
Itá Energética S.A.        28,267    28,267 
Total at 12/31/2011  378,020  16,965  394,985  314,108  385,622  699,730 
Total at 12/31/2010  277,751  45,977  323,729  336,623  373,606  710,229 

  

Assets

 

Liabilities

 

Statement of Income

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income and costs, net

 

Total

          

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vicunha Steel S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,849)

 

(1,849)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1,849

 

-1,849

Subsidiaries

                    

Ferrovia Transnordestina Logística S.A.(1)

 

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

  

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

Jointly controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

797,939

 

321,466

 

1,119,405

 

422,150

 

8,522,685

 

8,944,835

 

357,731

 

-3,519

 

-394,456

 

-40,244

MRS Logística S.A.

 

30,635

 

 

 

30,635

 

43,194

 

 

 

43,194

 

 

 

-555,261

 

 

 

-555,261

Transnordestina Logística S.A(2)

 

33,431

 

237,262

 

270,693

       

46

   

-883

 

-837

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

4,899

 

8,363

 

13,262

 

6,056

 

 

 

6,056

 

 

 

-122,348

 

 

 

-122,348

CGPAR Construção Pesada S.A.

 

546

 

9,236

 

9,782

 

3,677

   

3,677

   

-200,689

   

-200,689

 

 

867,450

 

576,327

 

1,443,777

 

475,077

 

8,522,685

 

8,997,762

 

357,777

 

-881,817

 

-395,339

 

-919,379

Other related parties

                    

CBS Previdência

 

 

 

97,051

 

97,051

 

8

 

 

 

8

 

 

 

-13,392

 

 

 

-13,392

Fundação CSN

 

320

 

448

 

768

 

14

 

11,139

 

11,153

   

-1,983

 

83

 

-1,900

Usiminas

 

18,112

 

 

 

18,112

 

 

 

 

 

 

 

50,722

 

-8,355

 

 

 

42,367

Panatlântica

 

28,619

   

28,619

       

453,505

     

453,505

Ibis Participações e Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9,717

 

 

 

-9,717

Companhia de Gás do Ceará

               

-2,205

   

-2,205

 

 

47,051

 

97,499

 

144,550

 

22

 

11,139

 

11,161

 

504,227

 

-35,652

 

83

 

468,658

Associates

                    

Arvedi Metalfer do Brasil S.A.

 

12,970

 

 

 

12,970

 

 

 

 

 

 

 

 

 

 

 

1,084

 

1,084

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

 

862,004

 

-917,469

 

-396,083

 

-451,548

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

563,203

 

-300,589

 

-329,968

 

-67,354

1.Refers to loans of the subsidiary FTL – Ferrrovia Transnordestina Logísitca S.A. to the jointly controlled entity Transnordestina Logística S.A.

 

The main transactions carried out by2.Transnordestina Logística S.A. contracts in Brazilian reais: interest equivalent to 102.5% of the CompanyCDI with its jointly controlled entities are salesfinal maturity in December 2015. As of December 31, 2013, borrowings total R$270,693 (R$210,966 as of December 31, 2012), of which R$33,431 is classified in short term and purchases of products and services, which include the supply of iron ore, the provision of port services and railroad transportation, as well as the supply of electric power for operations.R$237,262 is classified in long term.

 

c)Other unconsolidated related parties

 

· CBS Previdência

 

The Company is the main sponsor of this non-profit entity established in July 1960, primarily engaged in the payment of benefits that supplement the official government Social Security benefits to participants. In its capacity as sponsor, CSN carries out transactions involving the payment of contributions and recognition of actuarial liabilities calculated in defined benefit plans, as detailed in Note 29.note 28. 

 

· Fundação CSN

 

The Company develops socially responsible policies concentrated today in Fundação CSN, of which it is the sponsor.founding. The transactions between the parties relate to the operating and financial support for Fundação CSN to carry out the social projects undertaken mainly in the locations where the Company operates.

 

· Banco FibraCASH AND CASH EQUIVALENTS

 

 

 

 

 

12/31/2013

 

12/31/2012

Current

   

Cash and cash equivalents

   

Cash and banks

178,920

 

205,056

    

Short-term investments

   

In Brazil:

   

Government securities

48,206

 

862,299

Private securities

240,852

 

540,688

 

289,058

 

1,402,987

Abroad:

   

Time deposits

9,527,694

 

10,283,778

Total short-term investments

9,816,752

 

11,686,765

Cash and cash equivalents

9,995,672

 

11,891,821

The funds available in the Company and subsidiaries set up in Brazil are basically invested in investment funds, classified as exclusive, with repurchase agreements backed by government and private bonds with immediate liquidity.

Private securities are short-term investments in Bank Deposit Certificates (CDBs) with yields pegged to the Interbank Deposit Certificate (CDI) fluctuation, and government securities are basically repurchase agreements backed by National Treasury Notes series B (NTN-B) and Financial Treasury Bills (LFTs).The exclusive funds managed by BTG Pactual Serviços Financeiros S.A. DTVM and Caixa Econômica Federal and their assets collateralize possible losses on investments and transactions carried out. Investments in funds were consolidated.

In addition, a significant part of the funds of the Company and its foreign subsidiaries is invested in Time Deposits with leading banks, bearing fixed rates.

6.TRADE RECEIVABLES

   

 

 

12/31/2013

 

12/31/2012

Trade receivables

   

Third parties

   

Domestic market

790,225

 

776,442

Foreign market

950,145

 

754,159

Allowance for doubtful debts

-114,172

 

-111,532

 

1,626,198

 

1,419,069

Related parties (Note 19 - b)

107,443

 

227,021

 

1,733,641

 

1,646,090

 

 

 

 

Other receivables

 

 

 

Dividends receivable (Note 19 - b)

717,595

 

955,869

Other receivables

71,229

 

59,458

 

788,824

 

1,015,327

 

2,522,465

 

2,661,417

The breakdown of gross trade receivables from third parties is as follows:

FS-28


table of contents

     
  

12/31/2013

 

12/31/2012

Falling due

 

1,339,481

 

1,272,669

Overdue until 180 days

 

216,392

 

113,793

Overdue above 180 days

 

184,497

 

144,139

 

 

1,740,370

 

1,530,601

In order to meet the needs of some customers in the domestic market, related to the extension of the payment term for billing of steel, in common agreement with CSN’s internal commercial policy and maintenance of its very short-term receipts (up to 7 days), at the request of the customer, transactions are carried out for assignment of receivables without co-obligation negotiated between the customer and banks with common relationship, where CSN assigns the trade notes/bills that it issues to the banks with common relationship.

Due to the characteristics of the transactions for assignment of receivables without co-obligation, after assignment of the customer’s trade notes/bills and receipt of the funds from the closing of each transaction, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. This transaction totals R$386,732 as of December 31, 2013 (R$224,718 as of December 31, 2012), less the trade receivables.

The changes in the Company’s allowance for doubtful debts are as follows:

  

12/31/2013

 

12/31/2012

Opening balance

 

-111,532

 

-124,939

Estimated losses

 

-17,988

 

-11,073

Recovery of receivables

 

15,348

 

24,480

Closing balance

 

-114,172

 

-111,532

7.INVENTORIES 

   

 

 

12/31/2013

 

12/31/2012

Finished products

743,831

 

980,375

Work in process

650,311

 

668,170

Raw materials

714,365

 

722,922

Storeroom supplies

1,003,473

 

1,018,625

Iron ore

139,275

 

74,340

Advances to suppliers

11,915

 

36,921

(-) Allowance for inventory losses

-102,185

 

-108,160

 

3,160,985

 

3,393,193

Changes in the allowance for inventory losses are as follows:

  

12/31/2013

 

12/31/2012

Opening balance

 

-108,160

 

-94,950

Allowance for/reversals of slow-moving inventories and obsolescence

 

5,975

 

-13,210

Closing balance

 

-102,185

 

-108,160

Allowances for certain items considered obsolete or slow-moving were recognized.

As of December 31, 2013, the Company has long-term iron ore inventories amounting to R$144,483, classified in other non-current assets (R$144,483 as of December 31, 2012), as described in note 8.

FS-29


table of contents

8.OTHER CURRENT AND NON-CURRENT ASSETS

The group of other current and non-current assets is comprised as follows:

 

 

 

 

 

   
 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Judicial deposits (Note 17)

    

693,714

 

718,026

Credits with the PGFN (*)

    

88,921

 

84,392

Recoverable taxes (**)

480,495

 

407,297

 

112,788

 

183,092

Prepaid expenses

37,369

 

38,767

 

38,117

 

42,893

Actuarial asset - related party (Note 19 b)

    

97,051

 

93,546

Derivative financial instruments (Note 13 I)

9,681

 

239,266

 

3,879

  

Guarantee margin on financial instruments (Note 13 l)

  

426,328

    

Securities held for trading (Note 13 I)

9,906

      

Iron ore inventory (Note 7)

    

144,483

 

144,483

Northeast Investment Fund (FINOR)

    

8,452

 

8,452

Trade receivables

    

9,970

 

8,983

Loans with related parties (Note 19 b)

147,273

 

5,362

 

603,862

 

314,699

Other receivables from related parties (Note 19 b)

15,658

 

20,309

 

18,129

 

10,515

Other

22,538

 

14,826

 

15,959

 

18,058

 

722,920

 

1,152,155

 

1,835,325

 

1,627,139

(*) Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

.

(**) Refers mainly to taxes on revenue (PIS/COFINS) and State VAT (ICMS) on the acquisition of fixed assets which will be recovered over a 48-month period, and income tax and social contribution for offset.

9.INVESTMENTS 

 

Banco FibraThe breakdown of investments is as follows:

 

12/31/2013

 

31/12/2012

Nacional Minérios S.A.

8,346,387

 

7,801,690

MRS Logística S.A.

726,825

 

685,586

CBSI - Companhia Brasileira de Serviços de Infraestrutura

4,350

 

1,888

Arvedi Metalfer do Brasil

18,574

 

12,977

Panatlântica

24,819

 

12,965

Usiminas

2,380,355

 

2,323,172

Transnordestina

1,984,205

 

-

Outros

1,508

 

1,509

 

13,487,023

 

10,839,787

a)Events in 2013

·Transnordestina Logística S.A. (“TLSA”)

On September 20, 2013, the Company signed (i) An Addendum to the Concession Agreement of the Northeast Railway System, which encompasses the stretches between the cities of São Luís to Mucuripe, Arrojado to Recife, Itabaiana to Cabedelo, Paula Cavalcante to Macau, and Propriá to Jorge Lins (“Railway System I”) and the stretchesbetween the cities of Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”), to include therein obligations assumed by TLSA related to the implementation of the Railway System II, as well as the adaptation of the sections that comprise it and (ii) Conduct Adjustment Agreement between ANTT and TLSA, with the purpose of resolving pending items existing between the parties.

FS-30


table of contents

On that date the following agreements were also signed (i) a new Shareholders' Agreement of TLSA between CSN, Valec Engenharia, Construções e Ferrovias S.A. (“Valec”), Fundo de Desenvolvimento do Nordeste – FDNE (“FDNE”) and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), with the intervenience of TLSA, whose effectiveness was conditioned to the disproportionate spin-off of TLSA, to be implemented under the terms of ANTT Resolution 4,042/2013; and (ii) Investment Agreement between CSN, Valec and FDNE, with the intervenience of TLSA, which besides other matters, deals with the new budget and the sources of funds that will have to be contributed to TLSA or financed for implementation of the Railway System II.

At the Extraordinary Shareholders' Meeting held on December 27, 2013, as part of the reorganization process described above, the shareholders approved the disproportionate spin-off of TLSA, completing the segregation of Railway System I and Railway System II.

This purpose of this restructuring was to rebalance economically and financially the Northeast Railway System concession, leading to the extension of the Railway System II operation concession, which could reach 2057, and the segregation of the assets related to Railway System I, which were merged into subsidiary FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), with the maintenance of the assets related to Railway System II in TLSA.

As a result of the spin-off, CSN became the holder of an 88.41% stake in FTL and a 77.30% stake in TLSA.

With the completion of the spin-off, the new Shareholders’ Agreement became effective and control is now jointly held with the shareholders part of the public block, which became the holders of substantive rights to make certain material company decisions and influence the ordinary course of business, as well as CSN, by influencing budgeting, internal policies, capital expenditures, debt, etc., thus typifying the loss of control by CSN, pursuant to specific IFRS criteria.

Accordingly, as of December 31, 2013, in accordance with IFRS 10, CSN reversed all TLSA assets and liabilities and non-controlling interests and started to recognize the remaining stake in this investment at fair value on the date control was lost. After this initial recognition, the investment starts to be measured under the equity method.

The gain generated by the loss of control over the investment recognized in the income statement, in other operating income, is broken down as follows:

12/31/2013

(+)

Fair value of the remaining investment

1,984,204

(-)

Carrying amount of net assets

1,714,232

(+)

Carrying amount of non-controlling interests

389,133

Gain on loss of control over Transnordestina

659,105

(-)

Capitalized interest written off

185,206

Gain on loss of control over Transnordestina (Note 24)

473,899

(-)

Income tax and social contribution

161,126

Gain on loss of control, net of income tax and social contribution

312,773

b)Changes in investments in joint ventures, associates, and other investments

 

12/31/2013

 

12/31/2012

Opening balance of investments

10,839,787

 

10,017,456

Opening balance of impairment loss allowance

 

 

 

Transnordestina Investment balance at 12.31.2012

1,452,074

 

 

Capital increase/acquisition of shares

164,941

 

165,792

Capital reduction

-153,305

 

 

Dividends

-85,998

 

-547,604

Comprehensive income(¹)

73,213

 

94,967

Share of profits of investees (²)

542,711

 

1,103,632

Gain on loss of control over Transnordestina

659,106

 

 

Other

-5,506

 

5,544

Closing balance of investments

13,487,023

 

10,839,787

FS-31


table of contents

1.Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments, the functional currency of which is not the Brazilian real.

2.Below is the reconciliation of the share of profit of jointly controlled entities with the share of profit of investees recognized in the balance sheet after the reclassifications:

 

12/31/2013

 

12/31/2012

Share of profit of jointly controlled entities

542,711

 

1,103,632

Reclassifications

   

To cost of sales

-137,418

 

-93,592

To finance costs

-624,096

 

-606,703

To taxes

258,914

 

238,099

Other

   

Elimination of Transnordestina’s profit

120,102

 

 

Other

-2,075

  

Adjusted share of profit of investees

158,138

 

641,436

c)Investments in joint ventures and joint operations

The balances of the balance sheets and income statements of the companies under joint control are stated below:

FS-32


table of contents

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,815,211

 

45,894

 

471,079

 

12,897

 

28,582

 

195,830

 

4,081,425

 

72,754

 

331,515

 

5,480

 

25,245

Other current assets

 

1,135,192

 

16,682

 

630,121

 

21,407

 

33,055

 

39,183

 

1,572,995

 

16,616

 

600,407

 

19,903

 

17,431

Total current assets

 

5,950,403

 

62,576

 

1,101,200

 

34,304

 

61,637

 

235,013

 

5,654,420

 

89,370

 

931,922

 

25,383

 

42,676

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term assets

 

8,391,119

 

34,029

 

414,624

 

4

 

11

 

229,280

 

8,296,673

 

39,771

 

440,545

 

 

 

246

Investments, PP&E and intangible assets

 

1,356,909

 

603,268

 

5,281,642

 

6,872

 

45,405

 

5,080,841

 

1,216,907

 

640,850

 

4,906,609

 

3,887

 

32,276

Total non-current assets

 

9,748,028

 

637,297

 

5,696,266

 

6,876

 

45,416

 

5,310,121

 

9,513,580

 

680,621

 

5,347,154

 

3,887

 

32,522

Total assets

 

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

42,247

 

 

 

333,796

 

 

 

20,053

 

97,681

 

1,588

 

41,957

 

380,656

 

 

 

13,883

Other current liabilities

 

1,318,884

 

35,174

 

841,681

 

22,437

 

36,733

 

51,901

 

1,887,841

 

45,701

 

829,185

 

16,131

 

44,641

Total current liabilities

 

1,361,131

 

35,174

 

1,175,477

 

22,437

 

56,786

 

149,582

 

1,889,429

 

87,658

 

1,209,841

 

16,131

 

58,524

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

339,961

 

 

 

2,566,412

 

 

 

21,664

 

3,479,420

 

335,806

 

 

 

2,253,721

 

 

 

14,814

Other non-current liabilities

 

86,694

 

1,870

 

390,228

 

10,050

 

18,956

 

201,900

 

19,595

 

5,812

 

301,393

 

9,364

 

 

Total non-current liabilities

 

426,655

 

1,870

 

2,956,640

 

10,050

 

40,620

 

3,681,320

 

355,401

 

5,812

 

2,555,114

 

9,364

 

14,814

Shareholders’ equity

 

13,910,645

 

662,829

 

2,665,349

 

8,693

 

9,647

 

1,714,232

 

12,923,170

 

676,521

 

2,514,121

 

3,775

 

1,860

Total liabilities and shareholders’ equity

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

2,369,836

 

153,105

 

3,038,142

 

109,650

 

178,762

 

58,465

 

3,836,415

 

217,493

 

3,013,158

 

61,915

 

14,060

Cost of sales and services

 

-1,346,658

 

-79,745

 

-1,926,923

 

-96,502

 

-148,998

 

-60,840

 

-2,730,077

 

-66,162

 

-1,993,927

 

-58,245

 

-8,780

Gross profit

 

1,023,178

 

73,360

 

1,111,219

 

13,148

 

29,764

 

-2,375

 

1,106,338

 

151,331

 

1,019,231

 

3,670

 

5,280

Operating (expenses) income

 

-113,212

 

-44,154

 

-277,814

 

-6,399

 

-1,402

 

-315,776

 

-412,091

 

-48,688

 

-262,777

 

-3,807

 

-16

Finance income (costs), net

 

1,621,386

 

1,266

 

-114,637

 

751

 

306

 

-18,843

 

1,329,707

 

-1,745

 

-82,417

 

174

 

29

Income before income tax and social contribution

2,531,352

 

30,472

 

718,768

 

7,500

 

28,668

 

-336,994

 

2,023,954

 

100,898

 

674,037

 

37

 

5,293

Current and deferred income tax and social contribution

-1,543,876

 

-10,263

 

-245,748

 

-2,584

 

-9,614

 

178,937

 

-407,469

 

-33,962

 

-227,497

 

-10

 

-1,794

Profit for the year

 

987,476

 

20,209

 

473,020

 

4,916

 

19,054

 

-158,057

 

1,616,485

 

66,936

 

446,540

 

27

 

3,499

                       

(*) Refer to the consolidated balances and profit or loss of Nacional Minérios S. A.

The balance sheet and income statement amounts refer to 100% of the companies’ results.

·NACIONAL MINÉRIOS S.A. - (“Namisa”)

Headquartered in Congonhas, State of Minas Gerais, this company is primarily engaged in the production, purchase and sale of iron ore and is mainly focused on foreign markets for the sale of its products. Its major operations are carried out in the cities of Congonhas, Ouro Preto, Itabirito and Rio Acima, in the State of Minas Gerais, and in Itaguaí, in the State of Rio de Janeiro.

In November 2008, 40% of Namisa’s capital became held by Big Jump Energy Participações S.A (“Big Jump”), whose shareholders were Posco and Brazil Japan Iron Ore Corp, (“BJIOC” or “Consortium”), a consortium of Asian companies formed by Itochu Corporation, Nippon Steel, JFE Steel Corporation, Sumitomo Metal Industries Ltd., Kobe Steel Ltd., and Nisshin Steel Co. Ltd..  As a result, CSN became the holder of 60% of Namisa´s capital.

On July 30, 2009, Big Jump Energy Participações S.A. was merged into Namisa and, as a result, Posco and BJIOC became the holders of a direct interest in Namisa. In 2011, Nippon Steel and Sumitomo Metal Industries Ltd., until then members of the Consortium, sold their interests to the other members of the Consortium, followed by the entry of a new shareholder, China Steel Corp. (“CSC”). After these transactions, the new corporate structure of Vicunha SiderurgiaNamisa is as follows: CSN 60%, BJIOC 32.52%, Posco 6.48%, and CSC 1%. CSN’s interests in Namisa did not change as a result of any of these events.

Under IFRS 10, paragraph B55, when assessing whether an investor has control of an investee, the investor shall determine whether it is exposed to, or has rights over, the variable returns arising from its relationship with the investee. The Shareholders’ Agreement entered into between the Consortium and CSN grants both the Consortium and CSN, through substantive rights, the power to influence the ordinary course of Namisa’s business, by beingactively involved in setting its budget, accounting policies, capital expenditures, management compensation, dividend distribution policy, among other matters.

FS-33


table of contents

The Shareholders’ Agreement also provides that certain situations of extreme impasse between the shareholders that are not resolved after mediation and negotiation procedures between the executive officers of the parties may give CSN the right to exercise a call option and the Consortium the right to exercise a put option regarding the equity interest held by the Consortium in Namisa.

Other agreements executed to make such association feasible, among them the share purchase agreement and the long-term operational agreements between Namisa, CSN and the Consortium, provide for certain obligations that, in case breached or not cured within the relevant cure period may give rise, in certain specifc situations, to the right of non-breached party to exercise a put or call option, as the case may be, with respect to the equity interest held by the  Consortium in Namisa.

The material change in Namisa’s profit for this quarter is mainly due to its adherence to the tax installment programs introduced by Laws No.12,865/13 and 11,941/09, which generated a net negative impact on the joint venture entity amounting to R$889,772, which is reflected in the consolidated, through equity accounting, in the amount of R$533,863 corresponding to its 60% equity interest.

Namisa´s bylaws provide the payment of minimum dividends equivalent to 50% of the profit for the year. However, on March 28, 2014, the shareholders meeting approved, among other matters, the following measures in the Ordinary General Shareholder´s Meeting of Namisa: (i) allocation of profits for the years ended December 31, 2013 and 2012 as Earnings Reserves; and (ii) no dividends are declared for 2013 fiscal year.

·ITÁ ENERGÉTICA S.A. - (“ITASA”)

ITASA is a corporation originally created to carry out the construction of the Itá hydroelectric power plant:  contracting for the supply of goods and services necessary to carry out the project and raising funds, including posting the corresponding guarantees.

CSN holds 48.75% of ITASA’s share capital.

·MRS LOGÍSTICA S.A. (“MRS”)

This subsidiary, located in Rio de Janeiro, RJ, is engaged in providing public railroad freight transportation services, on the basis of an onerous concession agreement, on the tracks of the Southeast Railway System, - located between the cities of Rio de Janeiro, São Paulo and Belo Horizonte, previously belonging to Rede Ferroviária Federal S.A.- RFFSA, which was privatized on September 20, 1996.

As of December 31, 2013 the Company directly held 27.27% and indirectly, through its jointly controlled entity Nacional Minérios S.A. (Namisa), 6% of MRS’s capital.

MRS can also engage in modal transportation services related to railroad transportation and also participate in projects aimed at expanding the railroad services granted on a concession basis.

For provision of the services covered by the concession agreement obtained for a period of 30 years starting on December 1, 1996, extendable for an equal period by exclusive decision of the concession grantor, MRS leased from RFFSA for the same concession period the assets required for operation and maintenance of the railroad freight transportation activities. Upon extinction of the concession, all leased assets will be transferred to the ownership of the railroad transportation operator designated in that same act.

·CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

FS-34


table of contents

Igarapava Hydroelectric Power Plant is located in Rio Grande, in the city of Conquista, MG, with installed capacity of 210 MW. It consists of 5 bulb type generating units and is considered a major mark for power generation in Brazil.

CSN holds 17.92% of investment in the consortium, whose specific purpose is the distribution of electric power, which is made according to the percentage equity interest of each company.

The balance of property, plant and equipment less depreciation as of December 31, 2013 is R$29,417 (R$30,584 as of December 31, 2012) and the amount of the expense in 2013 is R$6,024 (R$6,620 in 2012).

·CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

CSN holds 50% of CBSI's share capital. The investment is the result of a joint venture between CSN and CKLS Serviços Ltda. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services to subsidiaries, associates, controlling companies and third-party entities, and can operate activities related to the refurbishment and maintenance of industrial machinery and equipment, construction maintenance, industrial cleaning, logistic preparation of products, among other activities. 

·CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”)

CSN holds 50% of CGPAR's share capital. The investment is the result of a joint venture between CSN and GPA Construção Pesada e Mineração Ltda.  Based in the city of Belo Horizonte, MG, CGPAR is mainly engaged in providing services related to the support to the extraction of iron ore, earth leveling, earthmoving, and dam construction.

·TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)

It is primarily engaged in the operation and development of the railroad freight transportation public service in the Brazil’s Northeastern railway system, which encompasses the stretches between Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”).

As of December 31, 2013 CSN held 77.30% of Transnordestina Logística’s share capital.

d)Other investments

·Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”)

Usiminas, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. Usiminas produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, to be sold in the domestic market and also for exports. It also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production cost optimization strategies. Usiminas also has service and distribution centers located in several regions of Brazil, and the Cubatão, São Paulo, and Praia Mole, Espírito Santo, ports, as well as in locations strategic for the shipment of its production.

As of December 31, 2012 and 2013, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas' share capital.

Usiminas is listed on the São Paulo Stock Exchange (“BM&F BOVESPA”:  USIM3 and USIM5).

·PANATLÂNTICA S. A. (“Panatlântica”)

Publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is carried at fair value.

FS-35


table of contents

CSN currently holds 9.41% (9.40% as of December 31, 2012) of Panatlântica’s total share capital.

·ARVEDI METALFER DO BRASIL S.A. (“Arvedi”)

On July 31, 2012, the Company acquired a non-controlling interest corresponding to 20% of the capital of Arvedi, company in preoperating stage focused on the production of pipes, headquartered in Salto, State of São Paulo.

10.PROPERTY, PLANT AND EQUIPMENT

 

Consolidated

 

Land

 

Buildings

 

Machinery,
equipment
and
facilities

 

Furniture
and
fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

Cost

155,180

1,668,999

9,987,105

136,003

6,633,330

932,006

19,512,623

Accumulated depreciation

 

-239,796

-3,106,905

-104,796

 

-296,631

-3,748,128

Balance at January 1, 2012

155,180

1,429,203

6,880,200

31,207

6,633,330

635,375

15,764,495

Effect of foreign exchange differences

5,656

22,322

246,204

377

471

-148,268

126,762

Acquisition through business combination

22,852

103,739

419,787

1,202

1,079

33,819

582,478

Acquisitions

2,726

20,871

573,286

7,199

2,117,354

15,016

2,736,452

Capitalized interest (Notes 25 and 32)

    

401,827

401,827

Write-offs

-1,375

-255

-7,091

-48

-769

-221

-9,759

Depreciation

 

-61,524

-990,309

-6,007

 

-37,188

-1,095,028

Estimated losses on disposal of assets

 

 

 

 

 

-6,676

-6,676

Transfers to other asset categories

 

13,876

168,777

332

-20,634

-162,351

Transfers to intangible assets

 

 

 

 

-3,074

-787

-3,861

Other

  

-73,876

 

62,785

33,465

22,374

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Cost

185,039

1,828,492

11,358,581

145,255

9,192,369

683,889

23,393,625

Accumulated depreciation

 

-300,260

-4,141,603

-110,993

 

-321,705

-4,874,561

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Effect of foreign exchange differences

8,487

28,882

120,361

488

1,440

1,905

161,563

Acquisitions

69

1,555

320,845

3,562

2,152,462

11,076

2,489,569

Capitalized interest (Notes 25 and 32)

 

 

 

 

490,747

 

490,747

Write-offs

-15

-71

-9,316

-12

-21,423

-823

-31,660

Depreciation

 

-60,122

-1,015,895

-5,867

 

-35,488

-1,117,372

Estimated losses on disposal of assets

     

-4,670

-4,670

Transfers to other asset categories

19,721

328,043

1,311,628

1,694

-1,841,181

180,095

 

Transfers to intangible assets

    

-74,958

-74,958

Loss of control over Transnordestina

 

 

-963

 

-5,021,863

-6

-5,022,832

Capitalized interest written off (Note 9.b)

    

-185,206

-185,206

Impairment in jointly controlled entity Transnordestina (**)

 

 

 

 

-279,296

-279,296

Other

  

-160,805

 

79,248

48,034

-33,523

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

Cost

213,301

2,196,994

12,968,200

151,479

4,771,635

627,845

20,929,454

Accumulated depreciation

 

-370,475

-5,185,367

-117,352

 

-344,834

-6,018,028

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

(*) It refers basically to railway assets, such as yards, tracks and railway sleepers. Also comprises leasehold improvements, vehicles, hardware, mines and ore bodies and replacement storeroom supplies.

(**)The disproportionate spin-off of Transnordestina Logística S.A. (“TLSA”) resulted in the execution of an Addendum to the Concession Agreement of the Northeast Railway System and the merger of Railway System I’s assets and liabilities into  FTL – Ferrovia Transnordestina Logística S.A. (in operation), with the maintenance of Railway System II’s assets and liabilities (New Transnordestina project) in TLSA. As a result, TLSA assessed the future performance of its operating assets related to Railway System I (in operation). The analysis resulted in the recognition of an impairment loss of R$279,296, recognized in line item “Other operating expenses” in subsidiary and consolidated of R$216,446, as described in Note 24. The recoverable amount of these assets was determined based on the value in use. The discount rate used to measure the value in use was 9.15% per year.

The breakdown of the projects comprising construction in progress is as follows:

FS-36


table of contents

 

Project description

Start date

Completion date

 

12/31/2013

12/31/2012

Logistics

 

 

 

 

 

 

 

Expansion of Transnordestina railroad by 1,728 km to boost the transportation of varied products as iron ore, limestone, soybeans, cotton, sugarcane, fertilizers, oil and fuels.

2009

2016

(*)

 

3,925,720

 

Equalization of Berth 301.

2012

2014

 

151,932

27,554

 

Current investments for maintenance of current operations.

   

231,832

726,416

  

 

 

 

383,764

4,679,690

Mining

      
 

Expansion of Casa de Pedra Mine capacity production.

2007

2015/2016

(1)

1,090,568

1,329,565

 

Expansion of TECAR’s export capacity.

2009

2014/2016

(2)

404,374

695,859

 

Current investments for maintenance of current operations.

 

 

 

42,866

332,638

     

1,537,808

2,358,062

Steel

 

 

 

 

  
 

Construction of a long steel plant to produce rebar and machine wire.

2008

2014

(3)

1,592,016

1,460,694

 

Implementation of the AF#3’s gas pressure recovery.

2006

2014

 

74,337

60,750

 

Current investments for maintenance of current operations.

   

679,495

356,105

  

 

 

 

2,345,848

1,877,549

Cement

      
 

Construction of cement plants.

2011

2015

 

476,076

241,412

 

Current investments for maintenance of current operations.

   

28,139

35,656

 

 

 

 

 

504,215

277,068

Total construction in progress

  

4,771,635

9,192,369

       

(*) As a result of the loss of control, the subsidiary Transnordestina was deconsolidated at December 31, 2013. (See Note 9 b.)

(1)  Expected date for completion of the 40 Mtpa and 42 Mtpa stages

(2)  Expected date for completion of the 45 Mtpa and 60 Mtpa stages

(3)  Started in January 2014.

The costs classified in construction in progress comprise basically the acquisition of services, purchase of parts to be used as investments for improvement of performance, upgrading of technology, enlargement, expansion and acquisition of assets that will be transferred to the relevant line items and depreciated as from the time they are available for use.

The costs incurred to refurbish and replace property, plant and equipment items totaled R$151,517 as of December 31, 2013 (R$273,339 as of December 31, 2012), which were capitalized and will be depreciated over the period until the next maintenance event.

Other repair and maintenance expenses are charged to operating costs and expenses when incurred.

In view of the need to review the useful lives at least every financial transactions carried outyear, in 2013 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are as follows:

Buildings

43

Machinery, equipment and facilities

14

Furniture and fixtures

11

Other

26

a)As of December 31, 2013, the Company capitalized borrowing costs amounting to R$490,747 (R$401,827 as of December 31, 2012). These costs are basically estimated for the mining and long steel projects, mainly relating to:(i) 

FS-37


table of contents

Casa de Pedra expansion (ii); construction of the long steel mill in the city ofVolta Redonda (RJ), see notes 25 and 32.

The rates used to capitalize borrowing costs are as follows:

     

Rates

 

12/31/2013

 

12/31/2012

Specific projects

 

TJLP + 1.3% to 3.2%

 

TJLP + 1.3% to 3.2%

 

UM006 + 2.7%

 

UM006 + 2.7%

Unspecified projects

 

8.35%

 

8.47%

b)Additions to depreciation, amortization and depletion for the year were distributed as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Production cost

1,068,156

 

1,062,950

 

892,297

Selling expenses

8,248

 

8,041

 

7,130

General and administrative expenses

17,426

 

14,742

 

29,941

 

1,093,830

 

1,085,733

 

929,368

Other operating expenses (*)

61,763

 

14,739

 

18,883

 

1,155,593

 

1,100,472

 

948,251

(*) Refers to the depreciation of unused equipment (see note 24).

c)The Casa de Pedra mine is an asset that belongs to CSN, which has the exclusive right to explore such mine. Our mining activities of Casa de Pedra are based on the ‘Mine Manifest’, which grants CSN full ownership over the mineral deposits existing within our property limits.

As of December 31, 2013 the net property, plant and equipment of Casa de Pedra was R$3,277,205 (R$2,892,120 as of December 31, 2012), represented mainly by construction in progress amounting to R$1,090,642 (R$1,612,000 as of December 31, 2012).

11.INTANGIBLE ASSETS

 

Goodwill

Customer relations

Software

Other

Total

Balance at January 1, 2012

 

 

 

 

 

Cost

431,173

 

36,253

941

468,367

Accumulated amortization

-150,004

 

-26,523

 

-176,527

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at January 1, 2012

220,308

 

9,730

941

230,979

Effect of foreign exchange differences

 

30,501

104

14,043

44,648

Acquisitions through business combination (*)

235,595

316,939

 

77,232

629,766

Acquisitions and expenditures

  

916

472

1,388

Disposals

 

 

 

-564

-564

Transfer of property, plant and equipment

  

3,861

 

3,861

Amortization

 

 

-5,442

 

-5,442

Other movements

  

225

 

225

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Cost

666,768

347,440

41,849

92,124

1,148,181

Accumulated amortization

-150,004

 

-32,455

 

-182,459

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Effect of foreign exchange differences

 

64,570

148

18,127

82,845

Acquisitions and expenditures

 

 

635

 

635

Disposals

  

-1

-820

-821

Impairment loss

-48,469

 

 

 

-48,469

Transfer of property, plant and equipment

  

74,958

 

74,958

Loss of control over Transnordestina

 

 

-10,128

 

-10,128

Amortization

 

-30,530

-7,691

 

-38,221

Other movements

 

 

39

-259

-220

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

Cost

666,768

415,899

107,416

109,172

1,299,255

Accumulated amortization

-150,004

-34,419

-40,062

 

-224,485

Adjustment for accumulated recoverable value

-109,330

 

 

 

-109,330

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

FS-38


table of contents

(*) Goodwill based on expected future earnings, arising on the business combination of CSN Steel S. L. with this bankthe companies Stahlwerk Thüringen Gmbh (SWT) and Gallardo Sections on January 31, 2012 (see note 4).

The useful life of software is 01 to 05 years and of other intangible assets is 13 to 30 years.

Goodwill: The economic basis of goodwill is the expected future earnings and, in accordance with the new pronouncements, these amounts are limitednot amortized since January 1, 2009, when they became subject only to current account operations and investments in fixed-income securities.impairment testing.

 

·      Ibis Participações e ServiçosImpairment testing for goodwill

 

Ibis Participações e ServiçosIn order to conduct impairment testing, goodwill is underallocated to CSN’s operating divisions that represent the controllowest level of assets or group of assets at which goodwill is monitored by the Company's senior management, never above Operating Segments.

Cash generating unit

 

Segment

 

12/31/2013

 

12/31/2012

 

Investor

Packaging (*)

 

Steel

 

158,748

 

207,217

 

CSN

Flat steel

 

Steel

 

13,091

 

13,091

 

CSN

Long steel

 

Steel

 

235,595

 

235,595

 

CSN Steel S.L.

 

 

 

 

407,434

 

455,903

  

(*) Goodwill of the cash-generating unit (CGU) Steel Containers is presented net of an impairment loss recorded in 2011 in the line item of other operating income and expenses in the income statement for the year, amounting to R$60,861. During the 4th quarter of 2013, the Company identified again an impairment of goodwill of the CGU Steel Containers and recorded the amount of R$48,469.

The recoverable amount of a Board memberCash-Generating Unit (“CGU”) is determined based on value-in-use calculations.

These calculations use cash flow projections, before income tax and social contribution, based on financial budgets approved by management for a three-year period. The amounts related to cash flows subsequent to the three-year period were extrapolated based on the estimated growth rates shown below. The growth rate does not exceed the average long-term growth rate of the Company.industry in which the Cash-Generating Unit (“CGU”) operates.

The main assumptions used in calculating the values in use as of December 31, 2013 are as follows:

Packaging

Flat steel

Long steel

Gross margin (i)

Average Gross Margin based on the history and the budget projections for the next 2 years; beginning in the third year, average price, operating cost and expense projections, simulated based on an industrial activity centralization and plant modernization scenario, also taking into account other revenues from sale of assets.

Average Gross Margin based on the history and projections approved by the Board for the next three years, and long-term price and foreign exchange curves obtained in industry reports.

Based on the projections approved by the Board for the next three years, long-term price and foreign exchange curves, and taking into consideration the production volume ramp up after plant start-up.

Cost adjustment

Operating costs based on the history and the budget projections for the next two years; beginning in the third year, operating cost projections incorporating the simulated benefits based on an industrial activity centralization and plant modernization scenario.

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

Growth rate (ii)

Sales volume growth projection prepared based on the sales department’s forecast for the main market segments, and also taking into account the simulation of new production capacity based on an industrial activity centralization and plant modernization scenario.

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Discount rate (iii)

Effective discount rate of 8.2% p.a., before income tax and social contribution.

Effective discount rate of 8.2% p.a., before income tax and social contribution.

Effective discount rate of 8.2% p.a., before income tax and social contribution.

(i)   Budgeted gross margin.

(ii)  Weighted average growth rate, used to extrapolate the cash flows after the budgeted period.

(iii) Pretax discount rate, applied to cash flow projections.

FS-24FS-39


 

 

table of contents

12.BORROWINGS, FINANCING AND DEBENTURES

The balances of borrowings, financing and transactions between the Company and these entitiesdebentures, which are carried at amortized cost, are as follows:

  

Rates p.a. (%)

Current liabilities

Non-current liabilities

  

12/31/2013

12/31/2012

12/31/2013

12/31/2012

FOREIGN CURRENCY

 

 

 

 

 

 

Prepayment

 

1% to 3.50%

105,874

162,290

1,166,615

1,104,271

Prepayment

 

3.51% to 7.50%

207,331

8,954

1,276,717

878,705

Perpetual bonds

 

7.00%

3,189

2,781

2,342,600

2,043,500

Fixed rate notes

 

4.14 to 10%

156,868

1,265,330

5,505,110

4,802,225

Financed imports

 

6.24%

 

6,813

  

BNDES/FINAME

 

Res. 635/87 interest + 1.7% and 2.7%

12,356

32,395

 

10,755

Intercompany

 

6M Libor + 2.25 and 3%

    

Other

 

3.51% to 7.50% + 1.2%

49,306

9,860

442,843

409,337

   

534,924

1,488,423

10,733,885

9,248,793

LOCAL CURRENCY

 

     

BNDES/FINAME

 

TJLP + 1.5% to 3.2% and 2.5% to 10% fixed rate

97,044

346,623

962,684

1,535,255

Debentures

 

105.8% to 110.8% CDI and TJLP + 0.85%

846,387

128,239

1,932,500

4,436,892

Prepayment

 

106.5% to 110,79% CDI and 8% fixed rate

101,330

163,812

5,345,000

4,800,000

CCB

 

112.5% CDI

1,085,436

62,072

6,200,000

7,200,000

Intercompany

 

110.79% CDI

    

Other

 

 

8,527

10,983

15,505

16,581

   

2,138,724

711,729

14,455,689

17,988,728

Total borrowings and financing

2,673,648

2,200,152

25,189,574

27,237,521

Transaction costs and issue premiums

-30,841

-31,030

-85,951

-101,939

Total borrowings and financing + transaction costs

2,642,807

2,169,122

25,103,623

27,135,582

 The balances of prepaid intercompany borrowings total R$2,943,964 as of December 31, 2013 (R$2,339,776 as of December 31, 2012) and the balances of Fixed Rate Notes and Intercompany Bondtotal R$2,452,956 (R$3,545,340 as of December 31, 2012), see note 19.

·Funding transaction costs

As of December 31, 2013, funding transaction costs are as follows:

    

 

  

Current

 

Noncurrent

 

TIR(1)

    

Fixed rate notes

 

1,865

 

3,830

 

6.5% to 10.7%

BNDES

 

631

 

2,660

 

1.44% to 9.75%

Prepayment

 

8,162

 

15,766

 

10.08% to 12.44%

Prepayment

 

2,213

 

8,368

 

2.68% to 4.04%

CCB

 

17,472

 

54,834

 

11.33% to 14.82%

Other

 

498

 

493

 

6.75% to 12.59% and 10.7% to 13.27%

 

 

30,841

 

85,951

  
(1)TIR – Annual internal rate of return

FS-40


table of contents

·Maturities of borrowings, financing and debentures presented in non-current liabilities

As of December 31, 2013, the principal of long-term borrowings, financing and debentures by maturity year is as follows:

  

 

2015

 

3,181,503

 

13%

2016

 

3,210,020

 

13%

2017

 

3,628,773

 

14%

2018

 

3,997,706

 

16%

2019

 

3,813,514

 

15%

After 2019

 

5,015,458

 

19%

Perpetual bonds

 

2,342,600

 

10%

 

 

25,189,574

 

100%

·Amortizations and new borrowings, financing and debentures

The table below shows the amortizations and new funding in the current year:

 

 

12/31/2013

 

12/31/2012

Opening balance

 

29,304,704

 

26,973,247

Funding

 

1,697,363

 

3,520,263

Amortization

 

-4,300,240

 

-4,876,453

Loss of control over Trasnordestina

 

-3,180,821

  

Other (*)

 

4,225,424

 

3,687,647

Closing balance

 

27,746,430

 

29,304,704

(*) Includes unrealized foreign exchange and inflation adjustments.

In December 2013, the Company redeemed all the Guaranteed Bonds issued in 2003, through its wholly-owned subsidiary CSN Islands VIII Corp., guaranteed by CSN, at a rate of 9.75% per year, amounting to US$550 million (R$1,270,775) in principal and US$27 million (R$62,295) in interest.

Borrowing and financing contracts with certain financial institutions contain some covenants that are usual in financial agreements in general and the Company is compliant with them as of December 31, 2013.

 

·      Companhia de Gás do CearáDebentures 

A natural gas distributor under the control structure of Vicunha Siderurgia.

i) Assets and liabilities

             
Companies Assets Liabilities
 Banks/Short-term
investments 
 Trade
receivables 
 Total Actuarial
liabilities 
 Trade payables  Total
      
CBS Previdência (Note 29)        11,673    11,673 
Fundação CSN    1,504  1,504    321  321 
Banco Fibra   72    72       
Usiminas (Note 11)    28,509  28,509    170  170 
Panatlântica (Note 11)    24,858  24,858       
Companhia de Gás do Ceará          40  40 
Total at 12/31/2011   72  54,871  54,943  11,673  531  12,204 
Total at 12/31/2010   86  25,881  25,967    16,133  16,133 

 

ii) Profiti. Companhia Siderúrgica Nacional

6th issue

In September 2012 the Company issued 156,500 nonconvertible, unsecured debentures, of which 106,500 1st series debentures and 50,000 2nd series debentures, with a unit face value of R$10 totaling R$1,565,000 that pay interestequivalent to 105.80% of the CDI Cetip rate for the 1st series and 106.00% per year for the 2nd series, maturing in March and September 2015, respectively, both with early redemption option.

FS-41


table of contents

·Guarantees provided

Guarantees provided for the borrowings comprise property, plant and equipment items and sureties and do not include guarantees provided for subsidiaries and jointly controlled entities. As of December 31, 2013, the amount is R$4,234 (R$12,233 as of December 31, 2012).

13.FINANCIAL INSTRUMENTS

I - Identification and measurement of financial instruments

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, marketable securities, trade receivables, trade payables, and borrowings and financing. Additionally, it also carries out transactions involving derivative financial instruments, especially exchange and interest rate swaps.

Considering the nature of these instruments, their fair value is basically determined by the use of Brazil’s money market and mercantile and futures exchange quotations. The amounts recorded in current assets and current liabilities have immediate liquidity or lossshort-term maturity, mostly less than three months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

·Classification of financial instruments

           
Companies Revenues Expenses
 Sales / Interest
income 
 Total Pension fund
expenses 
 Purchases/
Other
expenses 
 Total
     
CBS Previdência (Note 29)      51,595    51,595 
Fundação CSN        2,650  2,650 
Banco Fibra  35  35       
Usiminas (Note 11)  310,479  310,479    7,971  7,971 
Panatlântica (Note 11)  264,653  264,653       
Ibis Participações e Serviços        8,961  8,961 
Companhia de Gás do Ceará        2,570  2,570 
Total at 12/31/2011  575,167  575,167  51,595  22,152  73,747 
Total at 12/31/2010  413,401  413,401  82,041  58,651  140,692 

 

Consolidated

   

12/31/2013

 

12/31/2012


Notes


Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                      

Cash and cash equivalents

 

5

 

 

 

 

 

9,995,672

 

 

 

9,995,672

 

 

 

 

 

11,891,821

 

 

 

11,891,821

Trade receivables, net

 

6

 

 

 

 

 

1,733,641

 

 

 

1,733,641

 

 

 

 

 

1,646,090

 

 

 

1,646,090

Guarantee margin on financial instruments

 

8 and 13

 

 

 

 

 

 

 

 

 

 

 

 

 

426,328

 

 

 

426,328

Derivative financial instruments

 

8 and 13

 

9,681

     

9,681

   

239,266

     

239,266

Trading securities

 

8

 

 

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

19,587

 

11,729,313

 

 

 

11,748,900

 

 

 

239,266

 

13,964,239

 

 

 

14,203,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

           

         

Other trade receivables

 

8

 

 

 

 

 

9,970

 

 

 

9,970

 

 

 

 

 

8,983

 

 

 

8,983

Investments

   

2,405,174

       

2,405,174

 

2,336,137

       

2,336,137

Derivative financial instruments

 

8

 

 

 

3,879

 

 

 

 

 

3,879

 

 

 

 

 

 

 

 

 

Short-term investments

       

30,756

   

30,756

     

116,753

   

116,753

Total

 

 

 

2,405,174

 

3,879

 

40,726

 

 

 

2,449,779

 

2,336,137

 

 

 

125,736

 

 

 

2,461,873

                       

Total assets

   

2,405,174

 

23,466

 

11,770,039

 

 

 

14,198,679

 

2,336,137

 

239,266

 

14,089,975

 

 

 

16,665,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

           

         

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

2,673,648

 

2,673,648

       

2,200,152

 

2,200,152

Derivative financial instruments

 

13 and 14

 

6,822

 

 

 

 

 

6,822

 

 

 

244,333

 

 

 

 

 

244,333

Trade payables

         

1,102,037

 

1,102,037

       

2,025,461

 

2,025,461

Total

 

 

 

 

 

6,822

 

 

 

3,775,685

 

3,782,507

 

 

 

244,333

 

 

 

4,225,613

 

4,469,946

                       

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

25,189,574

 

25,189,574

       

27,237,521

 

27,237,521

Derivative financial instruments

 

13 and 14

 

17,375

 

 

 

 

 

17,375

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

17,375

 

 

 

25,189,574

 

25,206,949

 

 

 

 

 

 

 

27,237,521

 

27,237,521

                       

Total liabilities

 

 

 

 

 

24,197

 

 

 

28,965,259

 

28,989,456

 

 

 

244,333

 

 

 

31,463,134

 

31,707,467

 

·Fair value measurement

The financial instruments recognized at fair value require the disclosure of fair value measurements in three hierarchy levels.

·Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

FS-42


table of contents

·Level 2: other available inputs, except those of Level 1 that are observable for the asset or liability, whether directly (i.e., prices) or indirectly (i.e., derived from prices)

·Level 3: inputs unavailable due to slight or no market activity and which is significant for the definition of the fair value of assets.

The following table shows the financial instruments recognized at fair value through profit or loss using a valuation method:

Consolidated

 

 

 

 

 

 

 

12/31/2013

 

 

 

 

 

 

 

12/31/2012

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

9,681

   

9,681

   

239,266

   

239,266

Trading securities

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

Non-current assets

                

Available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

2,405,174

     

2,405,174

 

2,336,137

     

2,336,137

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

3,879

   

3,879

   

   

Total assets

 

2,415,080

 

13,560

 

 

 

2,428,640

 

2,336,137

 

239,266

 

 

 

2,575,403

                 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

                

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

6,822

   

6,822

   

244,333

   

244,333

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

                

Derivative financial instruments

 

 

 

17,375

 

 

 

17,375

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

24,197

 

 

 

24,197

 

 

 

244,333

 

 

 

244,333

II – Investments in financial instruments classified as available for sale and measured at fair value through OCI

These consist mainly of investments in shares acquired in Brazil involving top ranked companies, which are recognized in non-current assets, and any gains or losses are recognized in shareholders' equity, where they will remain until actual realization of the securities or when any loss is considered unrecoverable.

Impairment of financial assets classified as available for sale

The Company has investments in common (USIM3) and preferred (USIM5) shares (“Usiminas Shares”), designated as available-for-sale financial assets as they do not meet the criteria to be classified within any of the other categories of financial instruments (loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss). The asset is classified as a non-current asset under line item “investments” and is carried at fair value based on the quoted price on the stock exchange (BM&FBOVESPA).

Considering the volatility of the quotations of Usiminas shares, the Company evaluated whether, at the end of the reporting period, there was objective evidence of impairment of these financial assets, i.e., the Company’s management evaluated if the decline in the market value of Usiminas shares should be considered either significant or prolonged. In turn, this valuation requires judgment based on CSN’s policy, prepared according to practices used in the domestic and international markets, and consists of an instrument by instrument analysis based on quantitative and qualitative information available in the market, from the time an instrument shows a drop of 20% or more in its market value or from the time there is a significant drop in its market value as compared to its acquisition price during more than twelve months.

Based on the qualitative and quantitative elements, management concluded, in its best judgment, that there was evidence of a significant impairment of the investment in Usiminas shares as of June 30, 2012, and, consequently, reclassified the accumulated losses recorded in other comprehensive income amounting to R$1,599,485, net ofincome tax and social contribution, to profit for the year, by recognizing R$2,022,793 in other operating expenses and R$423,308 in deferred taxes.

FS-43


table of contents

In December 2012 there was an additional recognition of R$264,441 related to deferred taxes on accumulated losses due to the annual analysis of the effective income tax and social contribution rate that took into consideration the temporary differences generated by this investment in CSN subsidiaries resulting from the reclassification of accumulated losses.

As of June 30, 2013, there was an additional decline in the quotation of the common shares (USIM3) as compared with the quotation as of June 30, 2012 which, according to the Company's accounting policy, generated a loss of R$5,002, recorded directly in other operating expenses. Beginning this date, pursuant to a Company's policy, gains and losses arising from the variation of the quotation of shares were recognized in other comprehensive income.

The Company continues to evaluate strategic alternatives with respect to its investment in Usiminas. These initiatives can, for example, affect the way an investment is recorded in the Company’s financial statements.

III – Fair values of assets and liabilities as compared to their carrying amounts

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, and any gains and possible losses are recognized as finance income or finance costs, respectively.

The amounts are recognized in the financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

The estimated fair value of consolidated long-term borrowings and financing was calculated at prevailing market rates, taking into consideration the nature, term and risks similar to those of the recorded contracts, and was classified in level 1 of the hierarchy of “quoted prices (unadjusted) in active markets for identical assets or liabilities”, as compared below:

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Carrying amount

 


Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

2,345,789

 

1,938,780

 

2,046,281

 

2,102,366

Fixed rate notes

5,661,978

 

6,032,207

 

6,067,555

 

6,811,081

 

d) KeyIV     Financial risk management personnelpolicy

The Company has and follows a policy of managing its risks, with guidelines regarding the risks incurred by the company. Pursuant to this policy, the nature and general position of financial risks are regularly monitored and managed in order to assess the results and the financial impact on cash flow. The credit limits and the quality of counterparties’ hedge instruments are also periodically reviewed. 

The risk management policy was established by the Board of Directors. Under this policy, market risks are hedged when it is considered necessary to support the corporate strategy or when it is necessary to maintain a level of financial flexibility.

Under the terms of the risk management policy, the Company manages some risks by using derivative financial instruments. The Company’s risk policy prohibits any speculative deals or short sales.

·Foreign exchange rate risk

The Company assesses its exchange exposure by subtracting its liabilities from its assets denominated in dollar and euro, thus arriving at its net exchange exposure, which is the foreign currency exposure risk. Therefore, besides the trade receivables arising from exports and investments overseas that in economic terms constitute natural hedges, the Company further considers and uses various financial instruments, such as derivative instruments (US$ to realand euro to dollar swaps, and forward exchange contracts, etc.) to manage its risks of fluctuations in currencies other than the Brazilian real.

FS-44


table of contents

·Policies on the use of hedging derivatives

 

The key management personnel, who have authorityCompany’s financial policy reflects the parameters of liquidity, credit and responsibilitymarket risks approved by the Audit Committee and Board of Directors. The use of derivative instruments in order to prevent fluctuations in interest and exchange rates from having a negative impact on the company’s balance sheet and income statement should consider the same parameters. As provided for planning, directingin internal rules, this financial investment policy has been approved and controllingis being managed by the finance officers.

At the meetings of the Executive Officers and Board of Directors, the officers and directors routinely present and discuss the Company’s activities, includefinancial positions. Under the membersbylaws, transactions involving material amounts require the prior approval of management bodies. The use of other derivative instruments is contingent upon the express prior approval of the Board of DirectorsDirectors.

To finance its activities, the Company resorts to the capital markets, both locally and the executive officers. The following is informationinternationally, and based on the compensationindebtedness profile it is seeking, part of such personnelthe debt is pegged to foreign currency, basically to the US dollar, which causes Management to seek hedging for debt through derivative financial instruments.

To contract derivative financial instruments for hedging within the internal control structure, the following policies are adopted:

·ongoing calculation of exchange exposure that occurs by analyzing assets and liabilities exposed to foreign currency, under the related balancesfollowing terms: (i) trade receivables and payables in foreign currency; (ii) cash and cash equivalents and debts in foreign currency considering the maturity of the assets and liabilities exposed to exchange fluctuations;

·presentation of the financial position and exchange exposure on a routine basis of meetings of the Executive Officers and Board of Directors that approve the hedging strategy;

·carrying out derivative hedging transactions only with leading banks, diluting the credit risk through diversification among these banks;

·Foreign exchange exposure

The consolidated net exposure as of December 31, 2011.2013 is as follows:

     
  12/31/2011  12/31/2010 
  P&L  P&L 
Short-term benefits for employees and officers  23,728  17,881 
Post-employment benefits  91  81 
Other long-term benefits  n/a  n/a 
Severance benefits  n/a  n/a 
Share-based compensation  n/a  n/a 
  23,819  17,962 
n/a – not applicable     

 

 

 

 

12/31/2013

Foreign Exchange Exposure

 

(Amounts in
US$’000)

 

(Amounts in
€’000)

Cash and cash equivalents overseas

 

4,086,520

 

1,266

Trade receivables - foreign market

 

303,186

 

33,994

Intercompany borrowings

 

154,098

 

78,026

Other assets

 

21,152

 

54,152

Total assets

 

4,564,956

 

167,438

Borrowings and financing

 

-4,589,982

 

-121,041

Trade payables

 

-39,383

 

-2,202

Other liabilities

 

-9,140

 

-16,943

Intercompany borrowings

 

-34,076

 

 

Total liabilities

 

-4,672,581

 

-140,186

Gross exposure

 

-107,625

 

27,252

Notional amount of derivatives contracted

 

403,000

 

-90,000

Net exposure

 

295,375

 

-62,748

FS-25

FS-45


 

 

table of contents

Gains and losses on these transactions are consistent with the policies and strategies defined by management.

·e) Policy Exchange swap transactions

The Company carries out exchange swap transactions in order to hedge its assets and liabilities against any fluctuations in the US dollar-real and euro-real parities. This hedge through exchange swaps provides the Company, through the long position of the contract, with a forward rate agreement (FRA) gain on the exchange coupon, which at the same time improves our investment rates and reduces the cost of our funding in the international market.

As of December 31, 2013, the consolidated position of these contracts is as follows:

        

 

 

 

 

12/31/2013

   

 

 

 

 

12/31/2012

 

12/31/2013

        

Appreciation (R$)

 

Fair value (market)

   

Appreciation (R$)

 

Fair value (market)

 

Impact on finance income (cost) in 2013

Counterparties

 

Transaction maturity

 

Functional currency

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Santander

 

2/1/2015

 

US dollar

 

10,000

 

26,512

 

-22,633

 

3,879

 

10,000

 

22,686

 

-20,946

 

1,740

 

2,139

Goldman Sachs

 

1/4/2014

 

US dollar

 

10,000

 

23,697

 

-22,799

 

898

         

898

HSBC

 

1/4/2014

 

US dollar

 

90,000

 

213,306

 

-205,171

 

8,135

 

 

 

 

 

 

 

 

 

8,135

Total dollar-to-CDI swap

   

110,000

 

263,515

 

-250,603

 

12,912

 

10,000

 

22,686

 

-20,946

 

1,740

 

11,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

7/5/2014

 

US dollar

 

60,000

 

141,019

 

-141,359

 

-340

         

-340

Itaú BBA

 

5/7/2014 to 5/14/2014

 

US dollar

 

25,000

 

58,734

 

-58,485

 

249

 

 

 

 

 

 

 

 

 

249

HSBC

 

7/5/2014

 

US dollar

 

153,000

 

359,599

 

-360,487

 

-888

         

-888

HSBC

 

5/7/2014 to 5/14/2014

 

US dollar

 

55,000

 

129,244

 

-128,862

 

382

 

 

 

 

 

 

 

 

 

382

Total dollar-to-real swap (NDF)

   

293,000

 

688,596

 

-689,193

 

-597

 

 

 

 

 

 

 

 

 

-597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BES

 

3/31/2014 to 4/24/2014

 

US dollar

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

Total dollar-to-euro swap

 

 

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

                       

Itaú BBA

 

02/19/2014

 

Euro

 

30,000

 

94,858

 

-96,632

 

-1,774

 

40,000

 

51,793

 

-52,876

 

-1,083

 

-2,534

HSBC

 

02/19/2014

 

Euro

 

30,000

 

94,900

 

-96,632

 

-1,732

 

25,000

 

32,373

 

-33,047

 

-674

 

-8,097

Goldman Sachs

 

02/19/2014

 

Euro

 

30,000

 

94,880

 

-96,632

 

-1,752

 

25,000

 

32,363

 

-33,047

 

-684

 

-2,559

Total dollar-to-euro swap (NDF)

   

90,000

 

284,638

 

-289,896

 

-5,258

 

90,000

 

116,529

 

-118,970

 

-2,441

 

-13,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank

 

12/12/2013

 

Yen

         

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

Total yen-to-dollar swap

 

 

 

 

 

 

 

 

 

 

 

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

                       

CSFB

 

12/2/2014

 

Real

 

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

Total LIBOR-to-CDI interest rate swap

   

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

1/3/2016

 

Real

 

150,000

 

152,610

 

-159,712

 

-7,102

         

-7,102

HSBC

 

2/5/2016 to 3/1/2016

 

Real

 

185,000

 

187,395

 

-197,157

 

-9,762

 

 

 

 

 

 

 

 

 

-9,762

Deutsche Bank

 

1/3/2016

 

Real

 

10,000

 

10,114

 

-10,625

 

-511

         

-511

Fixed rate-to-CDI interest rate swap

 

 

 

345,000

 

350,119

 

-367,494

 

-17,375

 

 

 

 

 

 

 

 

 

-17,375

                       

 

 

 

 

1,651,272

 

-1,661,909

 

-10,637

 

 

 

576,968

 

-582,035

 

-5,067

 

-25,597

·Classification of the derivatives in the balance sheet and statement of income

FS-46


table of contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Instruments

 

Assets

 

Liabilities

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

9,033

 

3,879

 

12,912

 

 

 

 

 

 

 

11,172

Dollar-to-euro swap (NDF)

       

5,258

   

5,258

 

-13,190

Yen-to-dollar swap (*)

 

 

 

 

 

 

 

 

 

 

 

 

 

-5,374

Dollar-to-euro swap

 

17

   

17

       

4,035

Dollar-to-real swap (NDF)

 

631

 

 

 

631

 

1,228

 

 

 

1,228

 

-597

Libor-to-CDI swap

       

336

   

336

 

-4,268

Fixed rate-to-CDI swap

 

 

 

 

 

 

 

 

 

17,375

 

17,375

 

-17,375

  

9,681

 

3,879

 

13,560

 

6,822

 

17,375

 

24,197

 

-25,597

               
              

12/31/2012

Instruments

 

Ativo

 

Passivo

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

1,740

 

 

 

1,740

 

 

 

 

 

 

 

8,301

Dollar-to-euro swap (NDF)

       

2,441

   

2,441

 

-5,116

Yen-to-dollar swap

 

237,526

 

 

 

237,526

 

236,965

 

 

 

236,965

 

307

Dollar-to-euro swap

       

4,241

   

4,241

 

-8,065

Libor-to-CDI swap

 

 

 

 

 

 

 

686

 

 

 

686

 

-9,166

  

239,266

 

 

 

239,266

 

244,333

 

 

 

244,333

 

-13,739

(*) The positions of the swap transactions were settled on December 12, 2013, together with its guarantee deposit.

Dollar-to-CDI exchange swap

As of December 31, 2013 the Company held a short position in a foreign exchange swap of US$110,000,000, where it receives exchange differences plus interest of 3.5% per year on average and pays 100% of CDI in the short position of the foreign exchange swap.

Dollar-to-real swap (NDF)            

The Company conducted NDF (Non Deliverable Forward) transactions for the purpose of ensuring the forward purchase of US dollars, which are settled, without physical delivery, by the difference in contracted R$/US$ buy parity against the R$/US$ sell parity, with is the Sale Ptax T-1 to maturity. The transactions are contracted with prime financial institutions, on the over-the-counter market, and allocated to the exclusive funds.

US dollar-to-Euro exchange swap

The subsidiary Lusosider carries out transactions with derivatives to hedge its exposure against the euro-dollar fluctuation.

US dollar-to-Euro exchange swap (NDF)

In addition to the swaps above, the Company also contracted NDFs (non-deliverable forwards) to hedge its euro-denominated assets. Basically the Company contracted financial derivatives for its euro-denominated assets, where it will receive the difference between the US dollar exchange rate change for the period, multiplied by the notional amount (long position) and pay the difference between the exchange rate change in euro for the period on the notional euro amount on the contract date (short position). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparties prime financial institutions, contracted under the exclusive funds.

Interest rate swap transactions (LIBOR to CDI)

FS-47


table of contents

The objective of these transactions is to hedge transactions indexed to US dollar LIBOR against fluctuations in Brazilian interest rates. Basically, the Company carried out swaps of its obligations indexed to the LIBOR, in which it receives interest of 1.25% p.a. on the notional value of the dollar (long position) and pays 96% of the CDI on the notional amount in reais of the contract date (short position), hedging an export prepayment transaction of the same amount. The gains and losses on these contracts are directly related to fluctuations in exchange rates (US$) and interest rates (LIBOR and CDI). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution.

Interest rate swap transactions (Fixed rate to CDI)

Its purpose is to peg obligations subject to a fixed rate to the fluctuation of the average interest rate of the one-day interbank deposits (CDI), calculated and disclosed by CETIP. Basically, the Company carried out swaps of its obligations indexed to the fixed rate, in which it receives interest on the notional amount (long position) and pays 100% of the CDI on the notional amount in reais of the contract date (short position). The gains and losses on this contract are directly related to CDI variation. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution, contracted within the exclusive funds.

·Sensitivity analysis of exchange rate swaps

The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the currency, using as reference the closing exchange rate as of December 31, 2013 for dollar-to-real exchange swap R$2.3426, and for dollar-to-euro exchange swap R$1.3773.

          

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

Dollar-to-CDI exchange swap

 

110,000

 

US dollar

 

12,912

 

-64,422

 

-128,844

           

Total dollar-to-euro swap (NDF)

 

-90,000

 

Euro

 

5,258

 

72,595

 

145,192

           

Euro-to-dollar exchange swap

 

11,801

 

US dollar

 

17

 

-13,109

 

-26,222

           

Dollar-to-real swap (NDF)

 

293,000

 

US dollar

 

597

 

-171,595

 

-343,191

(*) The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the market values as of December 31, 2013 recognized in liabilities.

·Sensitivity analysis of interest rate swaps

The Company considered scenarios 1, 2, 3 and 4 as 25% and 50% of appreciation and devaluation for volatility of the interest as of December 31, 2013.

  

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

 

           

LIBOR-to-CDI interest rate swap

 

21,500

 

(Libor) US$

 

-9,849

 

-11,725

 

9,849

 

11,725

 

 

    

 

 

 

    

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

-11,428

 

-19,855

 

5,425

 

13,852

·Interest rate risk

Short- and long-term liabilities indexed to floating interest rate and inflation indices. Due to this exposure, the Company undertakes derivative transactions to better manage these risks.

·Sensitivity analysis of changes in interest rates

FS-48


table of contents

The Company considers the effects of a 5% increase or decrease in interest rates on its outstanding borrowings, financing and debentures as of December 31, 2013 in the consolidated financial statements.

    

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

TJLP

 

5.00

 

2,521

 

8,409

Libor

 

0.35

 

5,725

 

6,535

CDI

 

9.77

 

71,507

 

49,566

·Share market price risks

The Company is exposed to the risk of changes in equity prices due to the investments made and classified as available-for-sale. Equity investments refer to blue chips traded on BM&F BOVESPA.

The following table shows the impact of the net changes in the market value of financial instruments classified as available-for-sale on shareholders' equity, in other comprehensive income.

       
  

Other comprehensive income

  

12/31/2013

 

12/31/2012

 

Net change

Net change in available-for-sale financial assets

 

779,526

 

732,141

 

47,385

The Company considers as probable scenario the amounts recognized at market values as of December 31, 2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the shares.

  

 

Impact on equity

Companies

 

Probable

 

Scenario 1

 

Scenario 2

Usiminas

 

772,190

 

199,711

 

399,421

Panatlântica

 

7,336

 

2,947

 

5,894

 

 

779,526

 

202,658

 

405,315

·Credit risks

The exposure to credit risks of financial institutions is in line with the parameters established in the financial policy. The Company adopts the practice of analyzing in detail the financial position of its customers and suppliers, establishing a credit limit and conducting ongoing monitoring of the outstanding balance. 

As regards short-term investments, the Company only makes investments in institutions with low credit risk as rated by credit rating agencies. As part of the funds is invested in repos (repurchase agreements) backed by Brazilian government bonds, there is also exposure to Brazil’s sovereign risk.

·Capital management

The Company manages its capital structure to ensure that it will be capable of providing return to its shareholders and benefits to other stakeholders, and maintain an optimal capital structure to reduce this cost.

·Liquidity risk

FS-49


table of contents

It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of mismatching of terms or volumes between scheduled receipts and payments.

To manage cash liquidity in domestic and foreign currency, assumptions of future disbursements and receipts are established and daily monitored by the treasury area. The payment schedules for the long-term portions of borrowings, financing and debentures are shown in note 12.

The following table shows the contractual maturities of financial liabilities, including accrued interest.

 

 

 

 

 

 

 

 

 

 

At December 31, 2013

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

2,673,648

 

6,391,523

 

11,439,993

 

7,358,058

 

27,863,222

Derivative financial instruments

6,822

 

17,375

     

24,197

Trade payables

1,102,037

       

1,102,037

 

         

At December 31, 2012

         

Borrowings, financing and debentures

2,200,152

 

2,838,954

 

10,248,009

 

14,150,558

 

29,437,673

Derivative financial instruments

244,333

       

244,333

Trade payables

2,025,461

       

2,025,461

V – Margin deposits

The Company holds margin deposits totaling R$426,328 as of December 31, 2012; this amount is invested at Deutsche Bank as guarantee of the derivative financial instrument contracts, basically swaps between CSN Islands VIII and CSN. This deposit was settled together with the respective swap on December 12, 2013.

14.OTHER PAYABLES

The group of other payables classified in current and non-current liabilities is comprised as follows:

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Payables to related parties (Note 19 b)

422,150

 

703,236

 

8,522,685

 

7,758,093

Derivative financial instruments (Note 13 I)

6,822

 

244,333

 

17,375

  

Dividends and interest on capital payable to Company owners (Note 19 a)

  

155,537

    

Dividends and interest on capital payable non-controlling shareholders

2,036

 

146,081

    

Advances from customers

28,213

 

31,062

    

Taxes in installments (Note 16)

247,387

 

166,818

 

1,454,838

 

1,085,079

Profit sharing - employees

121,631

 

7,771

    

Other payables

144,612

 

127,202

 

66,673

 

165,877

 

972,851

 

1,582,040

 

10,061,571

 

9,009,049

15.INCOME TAX AND SOCIAL CONTRIBUTION

(a)Income tax and social contribution recognized in profit or loss:

The income tax and social contribution recognized in profit or loss for the year are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution (expenses) income

     

Current

-1,290,755

 

-321,999

 

-136,427

Deferred

1,216,594

 

1,274,207

 

52,542

 

-74,161

 

952,208

 

-83,885

FS-50


table of contents

The reconciliation of Company and consolidated income tax and social contribution expenses and income and the result from applying the effective rate on profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Profit (loss) before income tax and social contribution

608,155

 

(1,432,782)

 

3,751,119

Tax rate

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

-206,773

 

487,146

 

-1,275,380

Adjustment to reflect effective rate:

     

Interest on capital benefit

255,000

 

 

 

 

Share of profits of investees

     

Income subject to special tax rates or untaxed

227,097

 

444,378

 

1,279,431

Transfer pricing adjustment

-31,404

    

Tax incentives

 

 

 

 

73,134

REFIS effect

-689,299

 

39,256

 

-16,060

Sale of nondeductible securities

 

 

 

 

-189,946

Tax loss carryforwards without recognizing deferred taxes

-166,734

 

-42,683

  

Subsidiaries’ tax credit

550,270

 

 

 

44,434

Other permanent deductions (add-backs)

-12,318

 

24,111

 

502

Income tax and social contribution in profit for the year

-74,161

 

952,208

 

-83,885

Effective tax rate

12%

 

-66%

 

-2%

(b)Deferred income tax and social contribution:

The deferred income tax and social contribution are calculated on income tax and social contribution loss carryforwards and related temporary differences between the tax bases of assets and liabilities and the accounting balances of the financial statements. They are presented at net amounts when related to a sole jurisdiction.

 

Opening balance

Movement

Closing balance

 

12/31/2012

Comprehensive
income

Profit or
loss

Tax
credits
(**)

12/31/2013

Deferred tax assets

 

 

 

 

 

Income tax loss carryforwards

818,705

32,800

289,105

-8,314

1,132,296

Social contribution loss carryforwards

242,606

 

153,390

-6,690

389,306

Acquisition of income tax loss carryforwards (Law 12,865/13 REFIS)

  

401,953

-401,953

 

Acquisition of social contribution tax loss carryforwards (Law 12,865/13 REFIS)

 

 

148,316

-148,316

 

Temporary differences

1,115,768

-77,567

210,724

 

1,248,925

- Provision for tax, social security, labor, civil and environmental risks

171,262

 

36,245

 

207,507

- Provision for environmental liabilities

130,358

 

-12,563

 

117,795

- Asset impairment losses

53,887

 

-437

 

53,450

- Inventory impairment losses

29,638

 

-1,082

 

28,556

- (Gains) losses on financial instruments

47,524

 

-51,349

 

-3,825

- (Gains) losses on available-for-sale financial assets

310,586

-24,410

803

 

286,979

- Actuarial liability (pension and healthcare plan)

157,684

-33,143

7,397

 

131,938

- Accrued supplies and services

55,072

 

36,735

 

91,807

- Allowance for doubtful debts

25,812

 

1,937

 

27,749

- Goodwill on merger

-89,402

-19,996

-13,774

 

-123,172

- Unrealized exchange differences (*)

197,944

 

348,097

 

546,041

- (Gain) on loss of control over Transnordestina

  

-224,096

 

-224,096

- Other

25,403

-18

82,811

 

108,196

Non-current assets

2,177,079

-44,767

1,203,488

-565,273

2,770,527

      

Deferred tax liabilities

 

 

 

 

 

- Business combination

225,965

41,263

-15,119

 

252,109

- Other

12,276

2,435

2,013

 

16,724

Non-current liabilities

238,241

43,698

-13,106

 

268,833

(*) The Company taxes foreign exchange differences on a cash basis to calculate income tax and social contribution.

(**) Use of tax credits on tax loss carryforwards of subsidiaries to settle tax debts as prescribed by Law 12865/13, Art. 40, Par. 7 (REFIS). (See Note 16.)

FS-51


table of contents

Some Group companies recognized tax credits on income tax and social contribution loss carryforwards not subject to statute of limitations and based on the history of profitability and expected future taxable profits determined in technical studies approved by Management.

Since they are subject to significant factors that may change the projections for realization, the carrying amounts of deferred tax assets and projections are reviewed annually. These studies indicate the realization of these tax assets within the term stipulated by the mentioned instruction and the limit of 30% of the taxable profit.

The estimate of recovery of the deferred income tax and social contribution assets is as follows:

Up to 1 year

380,960

From 1 to 2 years

485,077

From 2 to 3 years

651,435

From 3 to 5 years

4,130

1,521,602

Certain Group companies have tax assets amounting to R$196,461 and R$28,556, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, of which R$37,082 expire in 2015, R$10,982 in 2018 and R$84,324 in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

The Company’s corporate structure includes foreign subsidiaries whose profits are subject to income tax levied by the related countries, recognized at tax rates lower than the prevailing rate in Brazil.

For the years of 2010 to 2013 these subsidiaries generated profits amounting to R$4,027,058, which, tax authorities may understand that have already been distributed, hence, it would be subject to additional taxation in Brazil, in the approximate amount of R$1,300,000 in income tax and social contribution. The Company, based on its legal counsel’s opinion, assessed the likelihood of loss as possible in a potential challenge by tax authorities and, therefore, no provision was recognized in the financial statements.

(c)Income tax and social contribution recognized in shareholders' equity:

The income tax and social contribution recognized directly in shareholders' equity are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution

 

 

 

 

 

Actuarial gains on defined benefit pension plan

33,012

 

66,155

 

54,714

Changes in the fair value on available-for-sale financial assets

-401,574

 

-377,164

 

241,484

Exchange differences on translating foreign operations

-425,510

 

-425,510

 

-425,510

 

-794,072

 

-736,519

 

-129,312

(d)Provisional Measure no. 627 of 2013 (“MP 627/13”)

FS-52


table of contents

On November 11, 2013 the Provisional Measure no.627 (“MP”) was issued to repeal the Transitional Tax Regime (RTT) and introduce other provisions, including: (i) it amends Decree-Law 1,598/77, which addresses the corporate income tax, and the social contribution on net income law; (ii) it establishes that any change in or the adoption of accounting methods and criteria under administrative measures issued based on the jurisdiction attributed by the Commercial Law, after the enactment of this Provisional Act, shall not have any impact on the calculation of federal taxes until a tax law addressing the matter is enacted; (iii) it provides for a specific treatment of the potential taxation of profits or dividends; (iv) it includes provisions on the calculation of interest on capital; and (v) it provides new considerations about investments accounted for by the equity method of accounting. The provisions of Provisional Act 627 are effective from 2015, however, its early irrevocable adoption in 2014 could eliminate the potential tax effects, especially those related to dividends and interest on capital actually paid since 2008 until the Provisional Act issue date.

The Company prepared studies on the possible effects that could arise from the provisions of said Provisional Act and concluded that they would not result in material adjustments to its financial statements for the year ended December 31, 2013.

Management is awaiting the analysis of said Provisional Measure by the Legislative Authority to decide on its possible early adoption in calendar 2014.

(e)Tax incentives

 

AtThe Company is granted by Income Tax incentives based on the legislation in effect, such as:  Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for Audiovisual Activities, and Funds for the Rights of Children and Adolescents.  As of December 31, 2013, these tax incentives total R$329 (R$237 as of December 31, 2012).

16.TAXES IN INSTALLMENTS

In November and December 2013 the Company joined the Tax Recovery Program established by Law 12,865/13 and Law 11,941/09.

The position of the debts arising from these tax installment plans, recorded in taxes in installments in current and non-current liabilities, is as follows:

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Federal REFIS Law 11,941/09 (a)

140,446

 

119,977

 

1,001,630

 

998,668

Federal REFIS Law 12,865/13 (a)

27,124

   

384,872

  

Other taxes in installments (b)

79,817

 

46,841

 

68,336

 

86,411

 

247,387

 

166,818

 

1,454,838

 

1,085,079

a)Tax Recovery Program (Federal Refis) – Law11,941/09 and Law 12,865/13

·New deadline – Law 11,941/09

On November 26, 2009, the Company and some subsidiaries joined the Tax Recovery Programs established by Law 11,941/09 and Provisional Act 470/2009, aimed at settling tax liabilities through a meeting heldspecial payment system and installment plan for the settlement of tax and social security obligations.

With the new deadline to join the Law11,941/09 tax installment program established by the RFB/PGFN, pursuant to Law 12,865/13, the Company analyzed with its legal counsel the lawsuits that could have changed or be subject to new jurisprudence, the Company concluded that some tax debts could be included in the new tax installment plan onDecember 11, 2000,27, 2013.

FS-53


table of contents

·Profits for Foreign Subsidiaries– Law 12,865/13

Under Article 40 of Law 12,865/13, the federal government allowed the payment in installments of income tax and social contribution arising from the application of Article 74 ofProvisional Measure2158-35/2001, the so-called Profits for Foreign Subsidiaries, which requires that profits earned by foreign subsidiaries or associates be taxed at yearend.

The Company elected to join the amounts corresponding to the assessed period (2004-2009), on November 29, 2013.   

Both programs provide for reductions in fines and interest, however, only income tax and social contribution debt arising from the application of Law 12,865/12 could be settled with tax credits claimed on tax loss carryforwards of subsidiaries and the Company. The tax credit utilized by the subsidiaries total R$565,273, of which R$550,270 did not have a recognized tax credit, as shown in Note 15.

The remaining balance was divided into 180 monthly installments adjusted by the SELIC and the amount determined pursuant to Laws 11,941/09 and 12,865/13 is subject to approval by the tax authorities.

The adoption of the programs described above had a negative impact on the Company's profit for the fourth quarter, as shown below: 

Taxes

-805,748

Fines and charges

-569,465

Interest

-519,764

Total

-1,894,977

Discounts

Fines and charges

446,570

Interest

255,102

Utilization of income tax and social contribution credit on tax loss carryforwards

565,273

Total reductions

1,266,945

Total taxes payable

-628,032

Deferred income tax and social contribution on fines and interest

224,769

Net effect on loss (profit)

-403,263

b)Other tax installments (regular and other)

The Group companies also joined the Regular social security tax (INSS) installment plan and other plans.

17.PROVISION FOR TAX, SOCIAL SECURITY, LABOR, CIVIL AND ENVIRONMENTAL RISKS AND JUDICIAL DEPOSITS

Claims of different nature are being challenged at the appropriate courts. Details of the accrued amounts and related judicial deposits are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

Tax

259,725

 

87,391

 

178,657

 

99,400

Social security and labor

298,637

 

138,911

 

263,700

 

156,772

Civil

82,143

 

29,022

 

96,705

 

36,109

Environmental

4,262

 

961

 

7,056

  

Judicial deposits

  

8,935

   

11,350

 

644,767

 

265,220

 

546,118

 

303,631

Legal obligations challenged in courts:

       

Tax

       

Salary Premium for education

46,193

 

46,193

 

24,077

 

46,193

Income tax on ”Plano Verão”

20,892

 

366,951

 

20,892

 

348,969

Other provisions

101,331

 

15,350

 

97,157

 

19,233

 

168,416

 

428,494

 

142,126

 

414,395

 

813,183

 

693,714

 

688,244

 

718,026

FS-54


table of contents

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 2013 were as follows:

           

 

 

 

 

 

 

 

 

 

 

Current + Non-current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

Tax

 

320,783

 

72,980

 

42,475

 

-8,097

 

428,141

Social security

 

43,858

   

3,403

   

47,261

Labor

 

219,842

 

100,304

 

24,924

 

-93,694

 

251,376

Civil

 

96,705

 

6,862

 

2,022

 

-23,446

 

82,143

Environmental

 

7,056

 

3,663

 

964

 

-7,421

 

4,262

  

688,244

 

183,809

 

73,788

 

-132,658

 

813,183

The provision for tax, social security, labor, civil and environmental liabilities was estimated by management and is mainly based on the legal counsel’s assessment. Only proceedings for which the risk is classified as probable loss are accrued. Moreover, this provision includes tax liabilities resulting from contingencies filed by the Company, subject to SELIC (Central Bank’s policy rate).

a) Tax lawsuits

I - Income tax and social contribution

“Plano Verão” -CSN is claiming the recognition of financial and tax effects on the calculation of income tax and social contribution, related to removal by the government of inflation measured according to the Consumer Price Index (IPC) in January and February 1989, involving a total percentage figure of 51.87% (‘Plano Verão”).

In 2004, the lawsuit was terminated with a final and unappealable decision that granted the right to apply the index of 42.72% (January 1989), with the 12.15% already applied to be deducted from this index. The final decision also granted application of the index of 10.14% (February 1989). The proceeding is currently at expert discovery stage.

As of December 31, 2013, there is an amount of R$366,951 (R$348,969 as of December 31, 2012) deposited in court, classified in a specific account of judicial deposits in long-term receivables, and a provision of R$20,892 (R$20,892 as of December 31, 2012), which represents the portion not recognized by the courts.

FS-55


table of contents

II - Salary premium for education - "Salário Educação"

CSN has filed a lawsuit challenging the constitutionality of the salary premium for education and for discussing the possibility of recovering the amounts paid in the period from January 5, 1989 to October 16, 1996. The lawsuit was unsuccessful, and the TRF upheld the decision unfavorable to CSN, a decision that is final and unappealable.

In view of the final and unappealable decision, CSN tried to make payment of the amount due, though the FNDE and INSS did not reach an agreement as to which agency should receive it. They also required that the amount should be paid along with a fine, with which the Company did not agree.

Lawsuits were then filed challenging the above events, with judicial deposit of the amounts involved in the lawsuits. In the first lawsuit, the lower court partly accepted the Company’s request, with the judge deducting the fine, but upholding the SELIC rate, with counterarguments against the defendant’s appeal against the SELIC rate.

As of December 31, 2013 the accrued amount totals R$46,193 (R$24,077 as of December 31, 2012) and the judicial deposit amounts to R$46,193 (R$46,193 as of December 31, 2012).

III - Other

CSN has also recognized provisions for lawsuits relating to INSS, FGTS Complementary Law 110, PIS Law 10,637/02 and PIS/COFINS - Manaus Free Trade Zone, totaling R$101,331 as of December 31, 3012 (R$97,157 as of December 31, 2012), which includes legal charges.

b) Payroll and related taxes

As of December 31, 2013, the Group is a defendant in 9,067 labor lawsuits, for which a provision has been recorded in the amount of R$251,376 (R$219,842 as of December 31, 2012). Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) as a result of federal government economic plans, health care plan, indemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and differences in profit sharing from 1997 to 1999 and from 2001 to 2003.

c) Civil lawsuits

Among the civil lawsuits in which the Company is a defendant are claims for compensation. Generally these lawsuits result from on-the-job accidents, occupational diseases and contractual litigation related to the industrial activities of the Group, real estate actions, healthcare plan, and reimbursement of costs incurred in labor courts. For lawsuits involving civil matters, a provision has been recognized in the amount of R$82,143 as of December 31, 2013 (R$96,705 as of December 31, 2012).

d) Other

§Competition 

On June 14, 2010, the Regional Federal Court of Brasília rejected the annulment action filed by CSN against CADE, which aimed at annulling its fine for the alleged infringements laid down in Articles 20 and 21, I, of Law 8,884/1984. The Company filed appropriate appeals against this decision, which were dismissed, resulting in the filing of a Motion for clarification, which is pending judgment.  The collection of the R$65,292 fine is suspended by a Court decision, which stays the collection as from the date CSN issued a guarantee letter. This proceeding is classified as risk of possible loss.

§Environmental 

The environmental administrative/judicial proceedings filed against the Company include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities andpublic civil actions claiming regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. The environmental proceedings total R$4,262 (R$7,056 as of December 31, 2012).

FS-56


table of contents

In July 2012 the Company received a legal notice in the lawsuit filed by the State Attorney's Office of the State of Rio de Janeiro, related to Volta Grande IV district in the city of Volta Redonda-RJ, claiming, among others, the removal of two industrial waste cells and 750 (seven hundred and fifty) homes. This lawsuit is classified as probable loss risk, but there is not an estimated amount due to the illiquidity of the claims.

As a result of the lawsuit mentioned in the paragraph above, after August 2012 the Company received legal notices related to some lawsuits filed by one of the dwellers of the Volta Grande IV district, who claims the payment of compensation for property damages and pain and suffering, whose amounts are illiquid at the moment, and this lawsuit is classified as possible loss risk.

On the same matter (Bairro Volta Grande IV), in August 2013 the Company received a subpoena about the lawsuits filed by the Federal Public Prosecution Office (Federal Courts), which has the same claim of the lawsuit filed by the State Public Prosecution Office, described above. This new lawsuit is classified with a possible level of risk, since the trend is that the State courts’ decision prevails also in the Federal courts. The risk amount in this new lawsuit is the same of the lawsuit filed by the State Public Prosecution Office.

§Other administrative and judicial proceedings

The Group is a defendant in other administrative and judicial proceedings (tax, social security, labor, civil, and environmental), in the approximate amount of R$12,370,964, of which

(a)R$6,525,528 refers to the tax assessment notice issued against the Company for an alleged sale of 40% of the shares of its subsidiary NAMISA to a Japanese-Korean consortium, thus failing to determine and pay taxes on the capital gain resulting from this transaction, and in May 2013, the São Paulo -SP Regional Judgment Office (first administrative court) issued a favorable decision to the Company and cancelled the tax assessment notice. In light of this decision, an ex-officio appeal was filed that will be judged by the Administrative Board of Directors decidedTax Appeals (CARF);

(b)R$680,546 refers to adoptexecution proceedings filed against us to require the ICMS allegedly levied on the electricity acquired by our Steel Plant, which is fully consumed in manufacturing steel products. The tax authorities argue that the use of electricity in the production process as an input does not preclude its taxation by the ICMS.

(c)R$533,890 refers to the offset of taxes that were not approved by the Federal Revenue Service (FRS) for certain reasons. The taxes involved are CSLL, IRPJ, IPI, PIS and COFINS. It is our understanding that we have enough documentation to make evidence that we were duly entitled to the offset at the time. 

(d)R$417,537 refers to a profit distribution policydecision of the Federal Revenue Service (FRS) that partially denied to us certain benefits granted by the Provisional Measure nº470 (a tax recovery program) based on the grounds that we had not enough tax losses to pay the certain of that program installments. The FRS disallowed those loses based on the rational that they had already been used in the taxation, in Brazil, of our foreign subsidiaries’ profits, which afteris a domestic tax regime of foreign subsidiaries contested by us.

(e)R$330,421 refers to the disallowance of the ICMS tax credits claimed by the Company between April of 1999 and September of 2002. The matter under dispute relates to the proper tax bases to be applied in the interstate transfer of iron ore from our Casa de Pedra mine to our Presidente Vargas Steel Plant. In accordance with the tax authorities in the State of Rio de Janeiro (location of the Steel Plant), the tax bases used by us in the State of Minas Gerais (location of Casa de Pedra) is not in compliance with the provisions containedregulation in 6404/76, as amended by Law 9457/97, will entailRio de Janeiro, then the distributionexcess of allcredits appropriated in the profittransfer was not to be admitted in Rio de Janeiro. 

(f)R$260,321 refers to the Company’s shareholders, provided thattax assessments issued against us to disallow the following priorities are preserved, irrespectivecredits of their order: (i) carrying outICMS transferred to us in acquisition of certain branches of our subsidiary INAL in Rio de Janeiro. According to the business strategy; (ii) fulfillingtax authorities, the acquisition of a company’s branch does not entitle the buyer to the ICMS credits owned by target branch. In viewof assessment, the Company filed a writ of mandamus to claim its obligations; (iii) makingright to proceed with this transfer, which had a final favorable decision in the required investments; and (iv) maintaining a healthy financial situationJudiciary Courts. This favorable decision favors our case in the Administrative Court of Appeals of the Company.State of Rio de Janeiro.

FS-57


table of contents

(g)R$2,153,777 refers to other tax lawsuits (federal, state, and municipal).

(h)R$1,044,079 refers to labor and social security lawsuits; R$350,218 refers to civil lawsuits, and R$74,647 to environmental lawsuits.  

The assessments made by legal counsel define these administrative and judicial proceedings as entailing risk of possible loss and, therefore, no provision was recorded in conformity with management’s judgment and accounting practices adopted in Brazil.

 

5.18.  PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATION

The balance of the provision for environmental liabilities and decommissioning of assets is as follows:

 

 

 

 

 

12/31/2013

 

12/31/2012

Environmental liabilities

346,455

 

383,405

Asset retirement obligation - ARO

23,999

 

21,292

 

370,454

 

404,697

a) Environmental liabilities

As of December 31, 2013, a provision is maintained for expenditures relating to environmental investigation and recovery services for potentially contaminated areas surrounding establishments in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. Estimated expenditures will be reviewed periodically and the amounts already recognized will be adjusted whenever needed. These are management’s best estimates considering recovery studies in areas that have been degraded and are in the process of being used for activities. This provision is recognized in operating expenses.

The provision is measured at the present value of the expenditures required to settle the obligation, using a pretax rate that reflects current market assessments of the time value of money and the specific risks of the obligation. The increase in the obligation due to passage of time is recognized as other operating expenses.

The long-term interest rate used to discount to present value and update the provision through December 31, 2013 was 11.00%. The liability recognized is periodically updated based on the general market price index (IGPM) for the period.

b) Asset retirement obligation - ARO

ARO consist of estimated costs for decommissioning, retirement or restoration of areas upon the termination of activities related to mining resources. The initial measurement is recognized as a liability discounted to present value and subsequently through increase in expenses over time.  The asset decommissioning cost equivalent to the initial liability is capitalized as part of the carrying amount of the asset, being depreciated over the useful life of the asset.

19.RELATED-PARTY BALANCES AND TRANSACTIONS

a)Transactions with Holding Company

Vicunha Siderurgia S.A. is a holding company set up for the purpose of holding equity interests in other companies and is the Company’s main shareholder, with 47.86% of the voting shares.

Rio Iaco Participações S.A. holds 3.99% of CSN.

FS-58


table of contents

·Liabilities 

       

Companies

 

Proposed

 

Paid

 

Dividends

 

Dividends

 

Interest on capital

Vicunha Steel

 

  

435,482

 

358,921

Rio Iaco

   

36,319

 

29,934

Total at 12/31/2013

 

  

471,801

 

388,855

Total at 12/31/2012

 

155,537

 

622,164

  

Vicunha Siderurgia’s corporate structure is as follows (unaudited information):

Vicunha Aços S.A. – holds 99.99% of Vicunha Siderurgia S.A.

Vicunha Steel S.A. – holds 66.96% of Vicunha Aços S.A.

National Steel S.A. – holds 33.04% of Vicunha Aços S.A.

CFL Participações S.A. – holds 40% of National Steel S.A. and 39.99% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 60% of National Steel S.A. 59.99% of Vicunha Steel S.A. and 99.99% of Rio Iaco Participações S.A.

b)Transactions with jointly controlled entities, associates, exclusive funds and other related parties

·By transaction

  

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

      

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

107,443

   

107,443

      

Loans

 

147,273

 

603,862

 

751,135

 

 

 

 

 

 

Dividends receivable

 

717,595

   

717,595

      

Actuarial asset

 

 

 

97,051

 

97,051

 

 

 

 

 

 

Other receivables

 

15,658

 

18,129

 

33,787

      

 

 

987,969

 

719,042

 

1,707,011

 

 

 

 

 

 

Liabilities

            

Other payables

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

       

600

 

618

 

1,218

Advances from customers(1)

 

 

 

 

 

 

 

421,550

 

8,522,067

 

8,943,617

Trade payables

       

52,949

   

52,949

Actuarial liability

 

 

 

 

 

 

 

 

 

11,139

 

11,139

  

 

 

 

 

 

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Statement of Income

 

         

Revenues

 

 

 

         

Sales

 

862,004

          

Interest

 

25,576

 

         

Expenses

            

Purchases

 

-917,469

 

         

Interest

 

-421,659

          

Total at 12/31/2013

 

451,548

 

         

Total at 12/31/2012

 

67,354

          
             

FS-59


table of contents

a.Advance from customer received from the jointly controlled entity Nacional Minérios S.A. Refers to the contractual obligation of supply of iron ore and port services. The contract is subject to interest rate of 12.5% p.a. and expires in September 2042.

·By company

  

Assets

 

Liabilities

 

Statement of Income

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income and costs, net

 

Total

          

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vicunha Steel S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,849)

 

(1,849)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1,849

 

-1,849

Subsidiaries

                    

Ferrovia Transnordestina Logística S.A.(1)

 

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

  

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

Jointly controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

797,939

 

321,466

 

1,119,405

 

422,150

 

8,522,685

 

8,944,835

 

357,731

 

-3,519

 

-394,456

 

-40,244

MRS Logística S.A.

 

30,635

 

 

 

30,635

 

43,194

 

 

 

43,194

 

 

 

-555,261

 

 

 

-555,261

Transnordestina Logística S.A(2)

 

33,431

 

237,262

 

270,693

       

46

   

-883

 

-837

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

4,899

 

8,363

 

13,262

 

6,056

 

 

 

6,056

 

 

 

-122,348

 

 

 

-122,348

CGPAR Construção Pesada S.A.

 

546

 

9,236

 

9,782

 

3,677

   

3,677

   

-200,689

   

-200,689

 

 

867,450

 

576,327

 

1,443,777

 

475,077

 

8,522,685

 

8,997,762

 

357,777

 

-881,817

 

-395,339

 

-919,379

Other related parties

                    

CBS Previdência

 

 

 

97,051

 

97,051

 

8

 

 

 

8

 

 

 

-13,392

 

 

 

-13,392

Fundação CSN

 

320

 

448

 

768

 

14

 

11,139

 

11,153

   

-1,983

 

83

 

-1,900

Usiminas

 

18,112

 

 

 

18,112

 

 

 

 

 

 

 

50,722

 

-8,355

 

 

 

42,367

Panatlântica

 

28,619

   

28,619

       

453,505

     

453,505

Ibis Participações e Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9,717

 

 

 

-9,717

Companhia de Gás do Ceará

               

-2,205

   

-2,205

 

 

47,051

 

97,499

 

144,550

 

22

 

11,139

 

11,161

 

504,227

 

-35,652

 

83

 

468,658

Associates

                    

Arvedi Metalfer do Brasil S.A.

 

12,970

 

 

 

12,970

 

 

 

 

 

 

 

 

 

 

 

1,084

 

1,084

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

 

862,004

 

-917,469

 

-396,083

 

-451,548

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

563,203

 

-300,589

 

-329,968

 

-67,354

1.Refers to loans of the subsidiary FTL – Ferrrovia Transnordestina Logísitca S.A. to the jointly controlled entity Transnordestina Logística S.A.

2.Transnordestina Logística S.A. contracts in Brazilian reais: interest equivalent to 102.5% of the CDI with final maturity in December 2015. As of December 31, 2013, borrowings total R$270,693 (R$210,966 as of December 31, 2012), of which R$33,431 is classified in short term and R$237,262 is classified in long term.

c)Other unconsolidated related parties

·CBS Previdência

The Company is the main sponsor of this non-profit entity established in July 1960, primarily engaged in the payment of benefits that supplement the official government Social Security benefits to participants. In its capacity as sponsor, CSN carries out transactions involving the payment of contributions and recognition of actuarial liabilities calculated in defined benefit plans, as detailed in note 28. 

·Fundação CSN

The Company develops socially responsible policies concentrated today in Fundação CSN, of which it is the founding. The transactions between the parties relate to the operating and financial support for Fundação CSN to carry out the social projects undertaken mainly in the locations where the Company operates.

·CASH AND CASH EQUIVALENTS

     

 

 

 12/31/2011  12/31/2010 

12/31/2013

 

12/31/2012

Current        
Cash and cash equivalents        
Cash and banks  101,360  156,580 

178,920

 

205,056

       
Short-term investments        

In Brazil:

       

Government bonds

 646,594  477,529 

Private securities and debentures (*)

 2,017,019  2,134,364 

Government securities

48,206

 

862,299

Private securities

240,852

 

540,688

 2,663,613  2,611,893 

289,058

 

1,402,987

Abroad:

       

Time deposits

 12,652,420  7,470,805 

9,527,694

 

10,283,778

Total short-term investments  15,316,033  10,082,698 

9,816,752

 

11,686,765

Cash and cash equivalents  15,417,393  10,239,278 

9,995,672

 

11,891,821

 

The funds available in the Company and subsidiaries set up in Brazil are basically invested in exclusive investment funds, classified as exclusive, with repurchase agreements backed by Brazilian government and private bonds with immediate liquidity.

Private securities are short-term investments in Bank Deposit Certificates (CDBs) with yields pegged to the Interbank Deposit Certificate (CDI) fluctuation, and government securities are basically repurchase agreements backed by National Treasury Notes series B (NTN-B) and Financial Treasury Bills (LFTs).The exclusive funds managed by BTG Pactual Serviços Financeiros S.A. DTVM and Caixa Econômica Federal and their assets collateralize possible losses on investments and transactions carried out. Investments in funds were consolidated.

In addition, a significant part of the funds of the Company and its foreign subsidiaries is invested in time depositsTime Deposits with leading banks.

The exclusive funds managed by BTG Pactual Serviços Financeiros S.A. DTVM and their assets collateralize possible losses on investments and transactions carried out. The funds’ unit holders also guarantee the funds’ equity in the event of losses arising from changes in interest and exchange rates, or other financial assets.

(*)   Private securities: short–term investments amounting to R$1,952,274 as of December 31, 2011 (R$2,079,549 as of December 31, 2010) backed by Bank Certificates of Deposit, which yield pegged to the Interbank Certificates of Deposit rate (CDI).

Debentures: investments amounting to R$64,745 as of December 31, 2011 (R$54,815 as of December 31, 2010), of jointly controlled entity MRS, which yield pegged to the Interbank Certificates of Deposit rate (CDI), in securities issued by the following banks: Santander, Votorantim, Safra, Itaú BBA and Bradesco.banks, bearing fixed rates.

 

6.    TRADE RECEIVABLES

   

 

 

12/31/2013

 

12/31/2012

Trade receivables

   

Third parties

   

Domestic market

790,225

 

776,442

Foreign market

950,145

 

754,159

Allowance for doubtful debts

-114,172

 

-111,532

 

1,626,198

 

1,419,069

Related parties (Note 19 - b)

107,443

 

227,021

 

1,733,641

 

1,646,090

 

 

 

 

Other receivables

 

 

 

Dividends receivable (Note 19 - b)

717,595

 

955,869

Other receivables

71,229

 

59,458

 

788,824

 

1,015,327

 

2,522,465

 

2,661,417

The breakdown of gross trade receivables from third parties is as follows:

 

FS-26


 
 

FS-28


     
  12/31/2011  12/31/2010 
Trade receivables     

Third parties 

    

Domestic market 

 982,129  846,507 

Foreign market 

 701,807  530,356 

Allowance for doubtful debts 

 (124,939)  (117,402) 
  1,558,997  1,259,461 

Related parties (Note 4 - b) 

    
  1,558,997  1,259,461 
Other receivables     

Receivables from subsidiaries and jointly controlled entities 

 1,557  17,318 

Other receivables 

 55,652  90,980 
  57,209  108,298 
  1,616,206  1,367,759 

table of contents

     
  

12/31/2013

 

12/31/2012

Falling due

 

1,339,481

 

1,272,669

Overdue until 180 days

 

216,392

 

113,793

Overdue above 180 days

 

184,497

 

144,139

 

 

1,740,370

 

1,530,601

 

In order to meet the needs of some customers in the domestic market, related to the extension of the payment term for billing of steel, in common agreement with CSN’s internal commercial policy and maintenance of its very short-term receipts (up to 147 days), at the request of the customer, transactions are carried out for assignment of receivables without co-obligation negotiated between the customer and banks with common relationship, where CSN assigns the trade notes/bills that it issues to the banks with common relationship.

 

Due to the characteristics of the transactions for assignment of receivables without co-obligation, after assignment of the customer’s trade notes/bills and receipt of the funds from the closing of each transaction, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction.

This transaction totals R$262,367386,732 as of December 31, 20112013 (R$247,680224,718 as of December 31, 2010)2012), less the trade receivables.

 

The changes in the Company’s allowance for doubtful debts are as follows:

     
  12/31/2011  12/31/2010 
Opening balance  (117,402)  (164,077) 
Allowance for losses on trade receivables  (20,005)  (7,439) 
Recovery (reversal) of receivables  12,468  54,114 
Closing balance  (124,939)  (117,402) 

  

12/31/2013

 

12/31/2012

Opening balance

 

-111,532

 

-124,939

Estimated losses

 

-17,988

 

-11,073

Recovery of receivables

 

15,348

 

24,480

Closing balance

 

-114,172

 

-111,532

 

7.    INVENTORIES 

     
  12/31/2011  12/31/2010 
Finished products  997,128  1,015,534 
Work in process  776,918  588,668 
Raw materials  847,598  638,857 
Storeroom supplies  897,940  800,090 
Iron ore  215,400  312,637 
  3,734,984  3,355,786 

   

 

 

12/31/2013

 

12/31/2012

Finished products

743,831

 

980,375

Work in process

650,311

 

668,170

Raw materials

714,365

 

722,922

Storeroom supplies

1,003,473

 

1,018,625

Iron ore

139,275

 

74,340

Advances to suppliers

11,915

 

36,921

(-) Allowance for inventory losses

-102,185

 

-108,160

 

3,160,985

 

3,393,193

                                                    

Changes in the allowance for inventory losses are as follows:

 

  

12/31/2013

 

12/31/2012

Opening balance

 

-108,160

 

-94,950

Allowance for/reversals of slow-moving inventories and obsolescence

 

5,975

 

-13,210

Closing balance

 

-102,185

 

-108,160

FS-27


     
  12/31/2011  12/31/2010 
Opening balance  (64,115)  (50,306) 
Allowance for obsolete or slow-moving inventories  (19,030)  (13,809) 
Closing balance  (83,145)  (64,115) 

 

Allowances for certain items considered obsolete or slow-moving were recognized.

 

As of December 31, 2011,2013, the Company has long-term iron ore inventories amounting to R$144,483, classified in other non-current assets (R$130,341144,483 as of December 31, 2010).2012), as described in note 8.

 

FS-29


table of contents

8.    OTHER CURRENT AND NON-CURRENT ASSETS

 

The group of other current assets is comprised as follows:

     
  12/31/2011  12/31/2010 
Prepaid taxes  104,733  89,596 
Guarantee margin on financial instruments (Note 15 V)  407,467  254,485 
Unrealized gains on derivatives (Note 15)  55,115   
Prepaid expenses  24,135  12,997 
  591,450  357,078 

9.INCOME TAX AND SOCIAL CONTRIBUTION

(a)Income tax and social contribution recognized in profit or loss:

The income tax and social contribution recognized in profit or loss for the year are as follows:

     
  12/31/2011  12/31/2010 
Income tax and social contribution income (expenses)     

Current 

 (136,427)  (363,429) 

Deferred 

 52,542  (207,268) 
  (83,885)  (570,697) 

The reconciliation of income tax and social contribution expenses and income and the result from applying the effective rate on profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

     
  12/31/2011  12/31/2010 
Profit before income tax and social contribution  3,751,119  3,086,888 

Tax rate 

 34%  34% 
Income tax and social contribution at combined statutory rate  (1,275,380)  (1,049,542) 
Adjustment to reflect effective rate:     

Interest on capital benefit 

   121,312 

Income subject to special tax rates or untaxed 

 1,279,431  216,529 

Tax incentives 

 73,134  33,824 

Adjustments arising from Law 11941 and MP 470 installment plans 

 (16,060)  106,216 

Sale of nondeductible securities 

 (189,946)   

Income tax and social contribution credits 

 44,434   

Other permanent deductions (additions) 

 502  964 
Income tax and social contribution in profit (loss) for the period  (83,885)  (570,697) 
Effective rate  2%  18% 

FS-28


(b)Deferred income tax and social contribution:

The deferred income tax and social contribution are calculated on tax losses of income tax, the negative social contribution basis and related temporary differences between the tax bases of assets and liabilities and the accounting balances of the financial statements.

     
  12/31/2011  12/31/2010 
Deferred tax assets     

Income tax loss carryforwards 

 425,406  4,944 

Social contribution loss carryforwards 

 157,858  1,871 

Temporary differences 

 1,257,509  1,586,126 

- Provision for contingencies 

 211,835  240,753 

- Allowance for asset impairment losses 

 60,930  27,915 

- Allowance for inventory losses 

 30,814  26,012 

- Allowance for gains/losses on financial instruments 

 253,985  183,169 

- Accrued pension plan payments 

 144,066  103,033 

- Accrued interest on capital 

 74  121,351 

- Allowance for long-term sales 

 1,221  1,221 

- Accrued supplies and services 

 67,445  43,828 

- Allowance for doubtful debts 

 45,342  145,390 

- Goodwill on acquisition 

 371,153  599,730 

- Other 

 70,644  93,726 

Non-current assets 

 1,840,773  1,592,941 
 
Deferred tax liabilities     

- Adjustment to PP&E useful lives (Law 11638/07) 

 37,776   

- Other (*) 

 75   

Non-current liabilities 

 37,851   

(*) Related to a sole jurisdiction, thus presented at net amounts.

Some subsidiaries of CSN recognized tax credits on income tax and social contribution tax loss carryforwards not subject to statute of limitations and based on the history of profitability and expected future taxable profits determined in technical studies approved by Management.

In July 2010, the Company joined the REFIS (tax debt refinancing program) and elected to offset part of the balance ofincome tax and social contribution loss carryforwardsas of December 31, 2009 recognized in part B of the LALUR (taxable income computation book), amounting to R$110,192 and R$39,669, respectively, against the four last installments of the tax refinancing plan, consisting of debts enrolled under Provisional Measure 470/09 and payable in 12 installments, as prescribed by relevantlegislation. 

Since they are subject to significant factors that may change the projections for realization, the carrying amounts of deferred tax assets are reviewed quarterly and projections are reviewed annually. These studies indicate the realization of these tax assets within the term stipulated by the mentioned instruction and the limit of 30% of the taxable profit.

Certain CSN subsidiaries have tax assets amounting to R$536.886 and R$167.504, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, off which R$54 expires in 2012, R$9,726 in 2013, R$696 in 2014, R$27,976 in 2015, R$15 in 2016, R$46 in 2017 and R$44.138 in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

The tax benefit of goodwill of Nacional Minérios S.A., which arose on the merger of Big Jump in July 2009, amounted to R$1,391,858.Up to December 2011 a total amount of R$672,732 (R$394,360 up to 2010) had been realized, leaving aremaining amount of R$719,126, which will be realized through 2014. In 2012 and 2013, this realization will be R$278,372 per year and in the last year, 2014, the benefit will be R$162,382.

FS-29


The undistributed profits of the Company’s foreign subsidiaries have been invested and will continue to be indefinitely invested in their operations. These undistributed profits of the Company’s foreign subsidiaries amounted to R$8,033,902as ofDecember 31, 2011 (R$2,434,537 as of December 31, 2010).

(c)Income tax and social contribution recognized in equity

The income tax and social contribution recognized directly in equity are as follows:

     
  12/31/2011  12/31/2010 
Income tax and social contribution (losses)/gains     

Gain/(loss) on defined benefit pension plan 

 163,931  125,065 

Changes in the fair value on available-for-sale financial assets 

 241,484  75,522 

Exchange variation on foreign operations 

 425,510  433,297 

(d)Tax incentives

The Company enjoys Income Tax incentives based on the legislation in effect, such as: Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for Audiovisual Activities, and Funds for the Rights of Children and Adolescents. As of December 31, 2011, these tax incentives total R$1,914 (R$8,160 as of December 31, 2010).

10.OTHER NON-CURRENT ASSETS

The group of other non-current assets is comprised as follows:

     
  12/31/2011  12/31/2010 
Judicial deposits (Note 19)  1,760,814  2,774,706 
Recoverable taxes (*)  257,977  247,910 
Prepaid expenses  115,853  115,755 
Unrealized gains on derivatives (Note 15)  376,344  254,231 
Iron ore inventories  144,483  130,341 
Northeast Investment Fund - FINOR  47,754   
Others  163,001  153,137 
  2,866,226  3,676,080 

 

 

 

 

 

   
 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Judicial deposits (Note 17)

    

693,714

 

718,026

Credits with the PGFN (*)

    

88,921

 

84,392

Recoverable taxes (**)

480,495

 

407,297

 

112,788

 

183,092

Prepaid expenses

37,369

 

38,767

 

38,117

 

42,893

Actuarial asset - related party (Note 19 b)

    

97,051

 

93,546

Derivative financial instruments (Note 13 I)

9,681

 

239,266

 

3,879

  

Guarantee margin on financial instruments (Note 13 l)

  

426,328

    

Securities held for trading (Note 13 I)

9,906

      

Iron ore inventory (Note 7)

    

144,483

 

144,483

Northeast Investment Fund (FINOR)

    

8,452

 

8,452

Trade receivables

    

9,970

 

8,983

Loans with related parties (Note 19 b)

147,273

 

5,362

 

603,862

 

314,699

Other receivables from related parties (Note 19 b)

15,658

 

20,309

 

18,129

 

10,515

Other

22,538

 

14,826

 

15,959

 

18,058

 

722,920

 

1,152,155

 

1,835,325

 

1,627,139

 

(*) Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

.

(**) Refers mainly to taxes on revenue (PIS/COFINS) and State VAT (ICMS) on the acquisition of fixed assets which will be recovered over a 48-month period.period, and income tax and social contribution for offset.

 

11.9.    INVESTMENTS 

 

The breakdown of investments is as follows:

 

12/31/2013

 

31/12/2012

Nacional Minérios S.A.

8,346,387

 

7,801,690

MRS Logística S.A.

726,825

 

685,586

CBSI - Companhia Brasileira de Serviços de Infraestrutura

4,350

 

1,888

Arvedi Metalfer do Brasil

18,574

 

12,977

Panatlântica

24,819

 

12,965

Usiminas

2,380,355

 

2,323,172

Transnordestina

1,984,205

 

-

Outros

1,508

 

1,509

 

13,487,023

 

10,839,787

a)    Other InvestmentsEvents in 2013

     
  12/31/2011  12/31/2010 
Riversdale Mining   1.061.961 
Panatlântica  12.030  19.800 
Usiminas  2.077.277  1.020.350 
Other  (1.082)  1.513 
Total Investments  2.088.225  2.103.624 

FS-30


·RIVERSDALE MINING LIMITED - Riversdale

On April 20, 2011, the Company adhered to the tender offer of Riversdale Mining Limited (“Riversdale”) shares conducted by Rio Tinto. Therefore, the Company sold 100% of its equity interest held in Riversdale’s share capital, corresponding to 47,291,891 shares at the price of A$16.50 per share, totalingA$780,316. 

 

·      PANATLÂNTICA Transnordestina Logística S.A. (“TLSA”)

 

On January 5, 2010,September 20, 2013, the Company’s Board of Directors approvedCompany signed (i) An Addendum to the acquisition of common shares representing 9.39%Concession Agreement of the capital stockNortheast Railway System, which encompasses the stretches between the cities of Panatlântica S.A. (“Panatlântica”), a publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is carried at fair value

·USIMINAS 

Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. USIMINAS produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively,Luís to be sold in the domestic marketMucuripe, Arrojado to Recife, Itabaiana to Cabedelo, Paula Cavalcante to Macau, and also for exports, and it also exploits iron ore mines located in Itaúna, Minas Gerais,Propriá to meet its verticalization and production cost optimization strategies. USIMINAS also has service and distribution centers located in several regions of Brazil,Jorge Lins (“Railway System I”) and the Cubatãstretchesbetween the cities of Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Paulo, and Praia Mole, Espírito Santo, ports,Velha to Porto de Pecém (“Railway System II”), to include therein obligations assumed by TLSA related to the implementation of the Railway System II, as well as the adaptation of the sections that comprise it and (ii) Conduct Adjustment Agreement between ANTT and TLSA, with the purpose of resolving pending items existing between the parties.

FS-30


table of contents

On that date the following agreements were also signed (i) a new Shareholders' Agreement of TLSA between CSN, Valec Engenharia, Construções e Ferrovias S.A. (“Valec”), Fundo de Desenvolvimento do Nordeste – FDNE (“FDNE”) and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), with the intervenience of TLSA, whose effectiveness was conditioned to the disproportionate spin-off of TLSA, to be implemented under the terms of ANTT Resolution 4,042/2013; and (ii) Investment Agreement between CSN, Valec and FDNE, with the intervenience of TLSA, which besides other matters, deals with the new budget and the sources of funds that will have to be contributed to TLSA or financed for implementation of the Railway System II.

At the Extraordinary Shareholders' Meeting held on December 27, 2013, as part of the reorganization process described above, the shareholders approved the disproportionate spin-off of TLSA, completing the segregation of Railway System I and Railway System II.

This purpose of this restructuring was to rebalance economically and financially the Northeast Railway System concession, leading to the extension of the Railway System II operation concession, which could reach 2057, and the segregation of the assets related to Railway System I, which were merged into subsidiary FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), with the maintenance of the assets related to Railway System II in locations strategic for the shipment of its production.TLSA.

 

As a result of the spin-off, CSN became the holder of an 88.41% stake in FTL and a 77.30% stake in TLSA.

With the completion of the spin-off, the new Shareholders’ Agreement became effective and control is now jointly held with the shareholders part of the public block, which became the holders of substantive rights to make certain material company decisions and influence the ordinary course of business, as well as CSN, by influencing budgeting, internal policies, capital expenditures, debt, etc., thus typifying the loss of control by CSN, pursuant to specific IFRS criteria.

Accordingly, as of December 31, 2011,2013, in accordance with IFRS 10, CSN reversed all TLSA assets and liabilities and non-controlling interests and started to recognize the Company reached holdings of 11.97%remaining stake in common shares and 20.14% in preferred shares of Usiminas’ share capital.this investment at fair value on the date control was lost. After this initial recognition, the investment starts to be measured under the equity method.

 

USIMINASThe gain generated by the loss of control over the investment recognized in the income statement, in other operating income, is listed on the São Paulo Stock Exchange (“Bovespa”: USIM3 and USIM5).broken down as follows:

12/31/2013

(+)

Fair value of the remaining investment

1,984,204

(-)

Carrying amount of net assets

1,714,232

(+)

Carrying amount of non-controlling interests

389,133

Gain on loss of control over Transnordestina

659,105

(-)

Capitalized interest written off

185,206

Gain on loss of control over Transnordestina (Note 24)

473,899

(-)

Income tax and social contribution

161,126

Gain on loss of control, net of income tax and social contribution

312,773

 

b)    InvestmentsChanges in investments in joint ventures, associates, and other investments

 

12/31/2013

 

12/31/2012

Opening balance of investments

10,839,787

 

10,017,456

Opening balance of impairment loss allowance

 

 

 

Transnordestina Investment balance at 12.31.2012

1,452,074

 

 

Capital increase/acquisition of shares

164,941

 

165,792

Capital reduction

-153,305

 

 

Dividends

-85,998

 

-547,604

Comprehensive income(¹)

73,213

 

94,967

Share of profits of investees (²)

542,711

 

1,103,632

Gain on loss of control over Transnordestina

659,106

 

 

Other

-5,506

 

5,544

Closing balance of investments

13,487,023

 

10,839,787

FS-31


table of contents

1.Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments, the functional currency of which is not the Brazilian real.

2.Below is the reconciliation of the share of profit of jointly controlled entities with the share of profit of investees recognized in the balance sheet after the reclassifications:

 

12/31/2013

 

12/31/2012

Share of profit of jointly controlled entities

542,711

 

1,103,632

Reclassifications

   

To cost of sales

-137,418

 

-93,592

To finance costs

-624,096

 

-606,703

To taxes

258,914

 

238,099

Other

   

Elimination of Transnordestina’s profit

120,102

 

 

Other

-2,075

  

Adjusted share of profit of investees

158,138

 

641,436

c)Investments in joint ventures and joint operations

 

The balances of the balance sheets and income statements of the companies under sharedjoint control are stated below and have been consolidated into the Company’s financial statements according to the percentage equity interests described in item (b) of Note 2.below:

             
  12/31/2011  12/31/2010 
  Nacional  MRS  Itá  Nacional  MRS  Itá 
  Minérios (*)  Logística  Energética  Minérios (*)  Logística  Energética 
Current assets  4,155,543  917,291  81,729  3,937,574  1,034,466  82,817 
Non-current assets  9,526,804  4,625,495  719,606  9,519,584  3,769,877  769,422 

Long-term receivables 

 8,422,434  336,439  44,239  8,570,421  476,757  48,850 

Investments, PP&E and intangible assets 

 1,104,370  4,289,056  675,367  949,163  3,293,120  720,572 
Total assets  13,682,347  5,542,786  801,335  13,457,158  4,804,343  852,239 
 
Current liabilities  1,260,068  1,108,938  100,175  1,273,436  1,015,234  115,454 
Non-current liabilities  307,352  2,134,906  62,637  1,455,604  1,769,261  139,870 
Total equity  12,114,927  2,298,942  638,523  10,728,118  2,019,848  596,915 
Total liabilities and equity  13,682,347  5,542,786  801,335  13,457,158  4,804,343  852,239 
  12/31/2011 12/31/2010
  Nacional    Itá  Nacional    Itá 
  Minérios (*)  MRS Logística  Energética  Minérios (*)  MRS Logística  Energética 
Net operating revenue  3,766,712  2,862,337  242,913  2,937,169  2,247,101  222,594 

Cost of sales and services 

 (1,646,011)  (1,732,552)  (81,692)  (1,109,067)  (1,326,655)  (76,600) 
Gross profit  2,120,701  1,129,785  161,221  1,828,102  920,446  145,994 

Operating (expenses) income 

 (634,475)  (199,754)  (66,223)  (476,621)  (306,668)  (52,422) 

Finance income (costs), net 

 1,016,743  (134,272)  (12,327)  1,016,778  38,243  (23,890) 

Profit before income tax and social contribution 

 2,502,969  795,759  82,671  2,368,259  652,021  69,682 

Current and deferred income tax and social contribution 

 (429,226)  (272,714)  (28,103)  (412,989)  (216,451)  (23,724) 
Profit for the period  2,073,743  523,045  54,568  1,955,270  435,570  45,958 

FS-31FS-32


 

table of contents

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

4,815,211

 

45,894

 

471,079

 

12,897

 

28,582

 

195,830

 

4,081,425

 

72,754

 

331,515

 

5,480

 

25,245

Other current assets

 

1,135,192

 

16,682

 

630,121

 

21,407

 

33,055

 

39,183

 

1,572,995

 

16,616

 

600,407

 

19,903

 

17,431

Total current assets

 

5,950,403

 

62,576

 

1,101,200

 

34,304

 

61,637

 

235,013

 

5,654,420

 

89,370

 

931,922

 

25,383

 

42,676

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term assets

 

8,391,119

 

34,029

 

414,624

 

4

 

11

 

229,280

 

8,296,673

 

39,771

 

440,545

 

 

 

246

Investments, PP&E and intangible assets

 

1,356,909

 

603,268

 

5,281,642

 

6,872

 

45,405

 

5,080,841

 

1,216,907

 

640,850

 

4,906,609

 

3,887

 

32,276

Total non-current assets

 

9,748,028

 

637,297

 

5,696,266

 

6,876

 

45,416

 

5,310,121

 

9,513,580

 

680,621

 

5,347,154

 

3,887

 

32,522

Total assets

 

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

42,247

 

 

 

333,796

 

 

 

20,053

 

97,681

 

1,588

 

41,957

 

380,656

 

 

 

13,883

Other current liabilities

 

1,318,884

 

35,174

 

841,681

 

22,437

 

36,733

 

51,901

 

1,887,841

 

45,701

 

829,185

 

16,131

 

44,641

Total current liabilities

 

1,361,131

 

35,174

 

1,175,477

 

22,437

 

56,786

 

149,582

 

1,889,429

 

87,658

 

1,209,841

 

16,131

 

58,524

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

339,961

 

 

 

2,566,412

 

 

 

21,664

 

3,479,420

 

335,806

 

 

 

2,253,721

 

 

 

14,814

Other non-current liabilities

 

86,694

 

1,870

 

390,228

 

10,050

 

18,956

 

201,900

 

19,595

 

5,812

 

301,393

 

9,364

 

 

Total non-current liabilities

 

426,655

 

1,870

 

2,956,640

 

10,050

 

40,620

 

3,681,320

 

355,401

 

5,812

 

2,555,114

 

9,364

 

14,814

Shareholders’ equity

 

13,910,645

 

662,829

 

2,665,349

 

8,693

 

9,647

 

1,714,232

 

12,923,170

 

676,521

 

2,514,121

 

3,775

 

1,860

Total liabilities and shareholders’ equity

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

2,369,836

 

153,105

 

3,038,142

 

109,650

 

178,762

 

58,465

 

3,836,415

 

217,493

 

3,013,158

 

61,915

 

14,060

Cost of sales and services

 

-1,346,658

 

-79,745

 

-1,926,923

 

-96,502

 

-148,998

 

-60,840

 

-2,730,077

 

-66,162

 

-1,993,927

 

-58,245

 

-8,780

Gross profit

 

1,023,178

 

73,360

 

1,111,219

 

13,148

 

29,764

 

-2,375

 

1,106,338

 

151,331

 

1,019,231

 

3,670

 

5,280

Operating (expenses) income

 

-113,212

 

-44,154

 

-277,814

 

-6,399

 

-1,402

 

-315,776

 

-412,091

 

-48,688

 

-262,777

 

-3,807

 

-16

Finance income (costs), net

 

1,621,386

 

1,266

 

-114,637

 

751

 

306

 

-18,843

 

1,329,707

 

-1,745

 

-82,417

 

174

 

29

Income before income tax and social contribution

2,531,352

 

30,472

 

718,768

 

7,500

 

28,668

 

-336,994

 

2,023,954

 

100,898

 

674,037

 

37

 

5,293

Current and deferred income tax and social contribution

-1,543,876

 

-10,263

 

-245,748

 

-2,584

 

-9,614

 

178,937

 

-407,469

 

-33,962

 

-227,497

 

-10

 

-1,794

Profit for the year

 

987,476

 

20,209

 

473,020

 

4,916

 

19,054

 

-158,057

 

1,616,485

 

66,936

 

446,540

 

27

 

3,499

                       

 

(*) Refer to the consolidated balances and profit or loss of Nacional Minérios S. A.

 

The balance sheet and income statement amounts refer to 100% of the companies’ results.

·      NACIONAL MINÉRIOS – NAMISAS.A. - (“Namisa”)

 

Headquartered in Congonhas, State of Minas Gerais, this company is primarily engaged in the production, purchase and sale of iron ore and is mainly focused on foreign markets for the sale of its products. Its major operations are carried out in the cities of Congonhas, Ouro Preto, Itabirito and Rio Acima, in the State of Minas Gerais, and in Itaguaí, in the State of Rio de Janeiro.

 

In DecemberNovember 2008, CSN sold 2,271,825 shares40% of the votingNamisa’s capital of Nacional Minérios S.A. to the companybecame held by Big Jump Energy Participações S.A.(S.A (“Big Jump)Jump”), thewhose shareholders of which are the companieswere Posco and Brazil Japan Iron Ore Corp, (Itochu(“BJIOC” or “Consortium”), a consortium of Asian companies formed by Itochu Corporation, Nippon Steel, JFE Steel Corporation, Sumitomo Metal Industries Ltd., Kobe Steel Ltd., and Nisshin Steel Co. Ltd., Nippon Steel). Subsequent to this sale,Ltd..  As a result, CSN became the holder of 60% of Namisa´s capital.

On July 30, 2009, Big Jump subscribedEnergy Participações S.A. was merged into Namisa and, as a result, Posco and BJIOC became the holders of a direct interest in Namisa. In 2011, Nippon Steel and Sumitomo Metal Industries Ltd., until then members of the Consortium, sold their interests to the other members of the Consortium, followed by the entry of a new shares, paying up in cash the total amount of US$3,041,473 thousand, corresponding to R$7,286,154, of which R$6,707,886 was recognized as goodwill on the share subscription.

Due toshareholder, China Steel Corp. (“CSC”). After these transactions, the new corporate structure of Namisa is as follows: CSN 60%, BJIOC 32.52%, Posco 6.48%, and CSC 1%. CSN’s interests in Namisa did not change as a result of any of these events.

Under IFRS 10, paragraph B55, when assessing whether an investor has control of an investee, the jointly controlled entity, where Big Jump holds 40%investor shall determine whether it is exposed to, or has rights over, the variable returns arising from its relationship with the investee. The Shareholders’ Agreement entered into between the Consortium and CSN 60%,grants both the Consortium and CSN, through substantive rights, the power to influence the ordinary course of Namisa’s business, by beingactively involved in view of the shareholders’ agreement signed by the parties, CSN consolidates it proportionately.setting its budget, accounting policies, capital expenditures, management compensation, dividend distribution policy, among other matters.

FS-33


 

Such shareholders’ agreement prescribestable of contents

The Shareholders’ Agreement also provides that certain situations of severeextreme impasse between the shareholders that are not resolved after mediation and negotiation procedures between the executive officers of the parties may give CSN the right to exercise itsa call option and Big Jumpthe Consortium the right to exercise itsa put option regarding the equity interest held by Big Jumpthe Consortium in Namisa.

 

Other agreements signed, in orderexecuted to make such association feasible, among them the agreement forshare purchase of sharesagreement and the long-term operatingoperational agreements between Namisa, CSN and CSN,the Consortium, provide for certain obligations to do that, ifin case breached or not complied with or remediedcured within the stipulated deadlines in certain extreme situationsrelevant cure period may give rise, in certain specifc situations, to the right on the part of the aggrievednon-breached party to exercise itsa put or call option, as the case may be, with respect to the equity interest held by Big Jumpthe  Consortium in Namisa.

 

FurtherThe material change in Namisa’s profit for this quarter is mainly due to its adherence to the process of restructuring Namisa,tax installment programs introduced by Laws No.12,865/13 and 11,941/09, which generated a net negative impact on July 30, 2009 this jointly controlledthe joint venture entity merged its parent Big Jump Energy Participações S.A., such that Posco and Brazil Japan Iron Corp. began holding a direct interest in Namisa. There was no changeamounting to R$889,772, which is reflected in the consolidated, through equity interest held by CSN as a resultaccounting, in the amount of this merger transaction.R$533,863 corresponding to its 60% equity interest.

 

In July and November 2011, respectively, Nippon Steel and Sumitomo Metal Industries, until then membersNamisa´s bylaws provide the payment of minimum dividends equivalent to 50% of the BJIOC consortium, sold their interestsprofit for the year. However, on March 28, 2014, the shareholders meeting approved, among other matters, the following measures in the Ordinary General Shareholder´s Meeting of Namisa: (i) allocation of profits for the years ended December 31, 2013 and 2012 as Earnings Reserves; and (ii) no dividends are declared for 2013 fiscal year.

·ITÁ ENERGÉTICA S.A. - (“ITASA”)

ITASA is a corporation originally created to carry out the other members and, with the entryconstruction of the new shareholder China Steel Corp. (CSC),Itá hydroelectric power plant:  contracting for the new corporate structuresupply of Namisa startedgoods and services necessary to be as follows: carry out the project and raising funds, including posting the corresponding guarantees.

CSN 60%, BJIOC 32.52%, Posco 6.48% and CSC 1%.holds 48.75% of ITASA’s share capital.

 

·      MRS LOGÍSTICA S.A. (“MRS”)

 

This subsidiary, located in Rio de Janeiro, RJ, is engaged in providing public railroad freight transportation services, on the basis of an onerous concession agreement, on the tracks of the Southeast Network,Railway System, - located between the cities of Rio de Janeiro, São Paulo and Belo Horizonte, previously belonging to Rede Ferroviária Federal S.A.- RFFSA, which was privatized on September 20, 1996. In 2008 CSN transferred to Namisa in the form of a capital contribution a 10% equity interest of MRS, decreasing its direct interest from 32.93% to 22.93%. Thus, CSN still holds indirect interests of 6%, through its subsidiary Nacional Minérios S.A.– Namisa, a proportionately consolidated entity.

In 2010 CSN held an indirect interest of 4.34% through its subsidiary International Investment Fund (IIF). On December 23, 2011 IIF distributed dividends to CSN, paid with the transfer of MRS shares to CSN.

 

As of December 31, 2011,2013 the Company directly held a direct interest27.27% and indirectly, through its jointly controlled entity Nacional Minérios S.A. (Namisa), 6% of 27.27%.MRS’s capital.

 

FS-32


MRS can also engage in modal transportation services related to railroad transportation and also participate in projects aimed at expanding the railroad services granted on a concession basis.

 

For provision of the services covered by the concession agreement obtained for a period of 30 years starting on December 1, 1996, extendable for an equal period by exclusive decision of the concession grantor, MRS leased from RFFSA for the same concession period the assets required for operation and maintenance of the railroad freight transportation activities. Upon extinction of the concession, all leased assets will be transferred to the ownership of the railroad transportation operator designated in that same act.

·ITÁ ENERGÉTICA S.A. - ITASA

CSN holds 48.75% of the subscribed capital and all the common shares issued by Itasa, a special purpose company originally created to carry out the construction of the Itá hydroelectric power plant: contracting for the supply of goods and services necessary to carry out the project and raising funds, including posting the corresponding guarantees.

Itasa has a 60.5% stake in Consórcio Itá, which was created to operate the Itá hydroelectric power plant, pursuant to the concession agreement of December 28, 1995 and its 1st amendment, dated July 31, 2000, signed between the members of the consortium (Itasa and Centrais Geradoras do Sul do Brasil - Gerasul, formerly named Tractebel Energia S.A.), granted by the federal government through the Agência Nacional de Energia Elétrica, or ANEEL (National Electric Power Agency), which expires in October 2030.

Under the terms of the concession agreement, ITASA has the right to 60.5% of an average of 668 MW, the quantity corresponding to the project energy prorated among the consortium members, with the other consortium member Tractebel Energia S.A.(‘Tractebel”) being entitled to the remaining 39.5%.Of the average of 404.14 MW to which this subsidiary is entitled, an average of 342.95 MW is sold to its shareholders in proportion to their equity interest in the company, and an average of 61.19 MW is sold to consortium member Tractebel.

 

·      CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

 

FS-34


table of contents

Igarapava Hydroelectric Power Plant is located in Rio Grande, which is located 400 kilometers from Belo Horizonte and 450 kilometers from São Paulo,in the city of Conquista, MG, with installed capacity of 210 MW. It consists of 5 bulb type generating units and is considered a major mark for power generation in Brazil.

 

Igarapava stands out for being the first hydroelectric power plant built through a consortium involving five major companies.

CSN holds 17.92% of the subscribed capital ofinvestment in the consortium, whose specific purpose is the distribution of electric power, which is made according to the percentage equity interest of each company.

 

The balance of property, plant and equipment less depreciation as of December 31, 20112013 is R$31,75129,417 (R$32,91930,584 as of December 31, 2010)2012) and the amount of the expense attributable to CSNin 2013 is R$6,3666,024 (R$7,333 as of December 31, 2010)6,620 in 2012).

 

·      CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

 

In December 2011, CSN subscribed to 1,876,146 common shares, corresponding toholds 50% of the capital of CBSI - Companhia Brasileira de Serviços de Infraestrutura (“CBSI”).CBSI's share capital. The investment is the result of a joint venture between CSN and CKLS Serviços Ltda. basedBased in the city of Araucária, PR.PR, CBSI is primarily engaged in providing services to subsidiaries, associates, controlling companies and third-party entities, and can operate activities related to the assemblyrefurbishment and installationmaintenance of industrial machinery and equipment, construction road recovery and paving, constructionmaintenance, industrial cleaning, logistic preparation of plants, electric stations and substations, special engineering services to design structural projects, andproducts, among other related activities.  

 

·CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”)

CSN holds 50% of CGPAR's share capital. The investment is the result of a joint venture between CSN and GPA Construção Pesada e Mineração Ltda.  Based in the city of Belo Horizonte, MG, CGPAR is mainly engaged in providing services related to the support to the extraction of iron ore, earth leveling, earthmoving, and dam construction.

·TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)

It is primarily engaged in the operation and development of the railroad freight transportation public service in the Brazil’s Northeastern railway system, which encompasses the stretches between Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”).

As of December 31, 2013 CSN held 77.30% of Transnordestina Logística’s share capital.

12.d)Other investments

·Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”)

Usiminas, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. Usiminas produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, to be sold in the domestic market and also for exports. It also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production cost optimization strategies. Usiminas also has service and distribution centers located in several regions of Brazil, and the Cubatão, São Paulo, and Praia Mole, Espírito Santo, ports, as well as in locations strategic for the shipment of its production.

As of December 31, 2012 and 2013, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas' share capital.

Usiminas is listed on the São Paulo Stock Exchange (“BM&F BOVESPA”:  USIM3 and USIM5).

·PANATLÂNTICA S. A. (“Panatlântica”)

Publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is carried at fair value.

FS-35


table of contents

CSN currently holds 9.41% (9.40% as of December 31, 2012) of Panatlântica’s total share capital.

·ARVEDI METALFER DO BRASIL S.A. (“Arvedi”)

On July 31, 2012, the Company acquired a non-controlling interest corresponding to 20% of the capital of Arvedi, company in preoperating stage focused on the production of pipes, headquartered in Salto, State of São Paulo.

10.  PROPERTY, PLANT AND EQUIPMENT

 

 

Consolidated

 

Land

 

Buildings

 

Machinery,
equipment
and
facilities

 

Furniture
and
fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

Cost

155,180

1,668,999

9,987,105

136,003

6,633,330

932,006

19,512,623

Accumulated depreciation

 

-239,796

-3,106,905

-104,796

 

-296,631

-3,748,128

Balance at January 1, 2012

155,180

1,429,203

6,880,200

31,207

6,633,330

635,375

15,764,495

Effect of foreign exchange differences

5,656

22,322

246,204

377

471

-148,268

126,762

Acquisition through business combination

22,852

103,739

419,787

1,202

1,079

33,819

582,478

Acquisitions

2,726

20,871

573,286

7,199

2,117,354

15,016

2,736,452

Capitalized interest (Notes 25 and 32)

    

401,827

401,827

Write-offs

-1,375

-255

-7,091

-48

-769

-221

-9,759

Depreciation

 

-61,524

-990,309

-6,007

 

-37,188

-1,095,028

Estimated losses on disposal of assets

 

 

 

 

 

-6,676

-6,676

Transfers to other asset categories

 

13,876

168,777

332

-20,634

-162,351

Transfers to intangible assets

 

 

 

 

-3,074

-787

-3,861

Other

  

-73,876

 

62,785

33,465

22,374

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Cost

185,039

1,828,492

11,358,581

145,255

9,192,369

683,889

23,393,625

Accumulated depreciation

 

-300,260

-4,141,603

-110,993

 

-321,705

-4,874,561

Balance at December 31, 2012

185,039

1,528,232

7,216,978

34,262

9,192,369

362,184

18,519,064

Effect of foreign exchange differences

8,487

28,882

120,361

488

1,440

1,905

161,563

Acquisitions

69

1,555

320,845

3,562

2,152,462

11,076

2,489,569

Capitalized interest (Notes 25 and 32)

 

 

 

 

490,747

 

490,747

Write-offs

-15

-71

-9,316

-12

-21,423

-823

-31,660

Depreciation

 

-60,122

-1,015,895

-5,867

 

-35,488

-1,117,372

Estimated losses on disposal of assets

     

-4,670

-4,670

Transfers to other asset categories

19,721

328,043

1,311,628

1,694

-1,841,181

180,095

 

Transfers to intangible assets

    

-74,958

-74,958

Loss of control over Transnordestina

 

 

-963

 

-5,021,863

-6

-5,022,832

Capitalized interest written off (Note 9.b)

    

-185,206

-185,206

Impairment in jointly controlled entity Transnordestina (**)

 

 

 

 

-279,296

-279,296

Other

  

-160,805

 

79,248

48,034

-33,523

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

Cost

213,301

2,196,994

12,968,200

151,479

4,771,635

627,845

20,929,454

Accumulated depreciation

 

-370,475

-5,185,367

-117,352

 

-344,834

-6,018,028

Balance at December 31, 2013

213,301

1,826,519

7,782,833

34,127

4,771,635

283,011

14,911,426

FS-33


               
   
  Land Buildings Machinery,
equipment and
facilities
 Furniture and fixtures  Construction in progress  Other (*)   Total 
Balance at December 31,2009  126,059  1,289,511  6,243,494  22,415  2,089,735  1,362,133  11,133,347 

Effect of foreign exchange differences 

 (1,659)  (175)  (2,762)  (50)  (746)  (10,373)  (15,765) 

Acquisitions 

         3,481,249    3,481,249 

Derecognized projects 

         (15,501)    (15,501) 

Disposals 

     (5,065)  (22)    14,760  9,673 

Transfers to other categories of assets 

 10,785  159,987  1,343,721  10,591  (1,040,761)  (484,323)   

Depreciation 

   (74,344)  (677,266)  (4,469)    (36,877)  (792,956) 

Other 

 40,607  (161,371)  71,902  (38)  1,830  23,590  (23,480) 

Balance at December 31,2010 

 175,792  1,213,608  6,974,024  28,427  4,515,806  868,910  13,776,567 

Effect of foreign exchange differences 

 1,234  3,640  16,377  135  (157)  2,162  23,391 

Acquistion through business combination 

 3,325  10,805  14,050  562  4,204  90,572  123,518 

Acquisitions 

         4,400,828    4,400,828 

Derecognized projects 

         (3,778)    (3,778) 

Disposals 

   (6,719)  (30,059)  (17)    (13,294)  (50,089) 

Depreciation 

   (39,364)  (821,672)  (4,931)    (65,441)  (931,408) 

Reversal of allowance for loss on asset disposal 

           4,774  4,774 

Transfers to other categories of assets 

 14,233  273,320  1,477,118  9,172  (1,848,785)  74,942   

Transfers to intangible assets 

         (11,104)  (383)  (11,487) 

Other 

   (170)  (4,883)  54  (695)  50,454  44,760 
Balance at December 31,2011  194,584  1,455,120  7,624,955  33,402  7,056,319  1,012,696  17,377,076 

 

(*) ReferIt refers basically to railway assets, such as yards, tracks and railway sleepers. Also comprises leasehold improvements, vehicles, hardware, mines and ore bodies and replacement storeroom supplies.

(**)The disproportionate spin-off of Transnordestina Logística S.A. (“TLSA”) resulted in the execution of an Addendum to the Concession Agreement of the Northeast Railway System and the merger of Railway System I’s assets and liabilities into  FTL – Ferrovia Transnordestina Logística S.A. (in operation), with the maintenance of Railway System II’s assets and liabilities (New Transnordestina project) in TLSA. As a result, TLSA assessed the future performance of its operating assets related to Railway System I (in operation). The analysis resulted in the recognition of an impairment loss of R$279,296, recognized in line item “Other operating expenses” in subsidiary and consolidated of R$216,446, as described in Note 24. The recoverable amount of these assets was determined based on the value in use. The discount rate used to measure the value in use was 9.15% per year.

 

The breakdown of the projects comprising construction in progress is as follows:

          
  Project objective  Start date  Scheduled completion   12/31/2010   12/31/2011 
Construction in Progress - Main projects        
Logistics       1,889,411  3,795,760 
 

Expansion of Transnordestina railroad around 1,728 km to boost the transportation of varied products as iron ore, limestone, soybeans, cotton, sugarcane, fertilizers, oil and fuels. 

 2009  2014  1,774,875  3,489,871 
 

Expansion of MRS's capacity and current investments for maintenance of current operations 

     111,763  290,410 
 

Current investments for maintenance of current operations 

     2,773  15,479 
Mining       1,364,733  1,931,047 
 

Expansion of Casa de Pedra Mine capacity production to 42 Mtpa 

 2007  2012/13(1)  1,101,234  1,322,433 
 

Expansion of TECAR to permit an annual exportation of 60 Mtpa 

 2009  2013  167,163  425,134 
 

Expansion of Namisa capacity production to 39 Mtpa 

 2008  2015/16  81,172  137,059 
 

Current investments for maintenance of current operations 

     15,164  46,421 
Steel       803,798  1,164,239 
 

Implementation of the long steel mill in the states of Rio de Janeiro, Minas Gerais and São Paulo forproduction of rebar and wire rod.

 2008  2013(2)  618,832  907,521 
 

Current investments for maintenance of current operations 

        
 

Expansion of TECAR to allow annual exports of 45 mtpy 

     184,966  256,718 
 

Expansion of Namisa production capacity to 39 mpty 

        
Cement       457,864  165,273 
 

Construcion of Cement plant in the Northeast and Southern region of Brazil and in the city of Arcos, MinasGerais

 2011  2013(3)  98,258  132,986 
 

Construcion of clinquer plant in the city of Arcos, Minas Gerais

 2007  2011(4)  357,981  27,536 
 

Current investments for maintenance of current operations 

     1,625  4,751 
 

Total construction in progress 

     4,515,806  7,056,319 

FS-36


 

Project description

Start date

Completion date

 

12/31/2013

12/31/2012

Logistics

 

 

 

 

 

 

 

Expansion of Transnordestina railroad by 1,728 km to boost the transportation of varied products as iron ore, limestone, soybeans, cotton, sugarcane, fertilizers, oil and fuels.

2009

2016

(*)

 

3,925,720

 

Equalization of Berth 301.

2012

2014

 

151,932

27,554

 

Current investments for maintenance of current operations.

   

231,832

726,416

  

 

 

 

383,764

4,679,690

Mining

      
 

Expansion of Casa de Pedra Mine capacity production.

2007

2015/2016

(1)

1,090,568

1,329,565

 

Expansion of TECAR’s export capacity.

2009

2014/2016

(2)

404,374

695,859

 

Current investments for maintenance of current operations.

 

 

 

42,866

332,638

     

1,537,808

2,358,062

Steel

 

 

 

 

  
 

Construction of a long steel plant to produce rebar and machine wire.

2008

2014

(3)

1,592,016

1,460,694

 

Implementation of the AF#3’s gas pressure recovery.

2006

2014

 

74,337

60,750

 

Current investments for maintenance of current operations.

   

679,495

356,105

  

 

 

 

2,345,848

1,877,549

Cement

      
 

Construction of cement plants.

2011

2015

 

476,076

241,412

 

Current investments for maintenance of current operations.

   

28,139

35,656

 

 

 

 

 

504,215

277,068

Total construction in progress

  

4,771,635

9,192,369

       

(*) As a result of the loss of control, the subsidiary Transnordestina was deconsolidated at December 31, 2013. (See Note 9 b.)

(1)  Expected date for completion of the 40 Mtpa and 42 Mtpa Stagesstages

(2)  Expected date for completion of the Rio de Janeiro unity45 Mtpa and 60 Mtpa stages

(3) Expected date for completion of new grinding on Arcos - MG

(4) Manufacturing plant  Started in operation, in “ramp-up”January 2014.

 

The costs classified in construction in progress comprise basically the acquisition of services, purchase of parts to be used as investments for improvement of performance, upgrading of technology, enlargement, expansion and acquisition of assets that will be transferred to the relevant line items and depreciated as from the time they are available for use.

 

Current investments for maintenance areThe costs incurred to refurbish and replace property, plant and equipment items totaled R$151,517 as of December 31, 2013 (R$273,339 as of December 31, 2012), which were capitalized and will be depreciated on an accrual basisover the period until the next maintenance event of the relevant asset, totaling R$654,741 as of December 31, 2011 (R$495,430 as of December 31, 2010).event.

 

Others repairsOther repair and maintenance expenses are charged to operating costs and expenses when incurred.

 

FS-34


In view of the need to review the useful lives at least every financial year, in 20112013 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are as follows:

 

Buildings

46 

43

Machinery, equipment and facilities

13 

14

Furniture and fixtures

10 

11

Other

34 

26

 

a)     TheAs of December 31, 2013, the Company capitalized borrowing costs amounting to R$353,156490,747 (R$215,624401,827 as of December 31, 2010) (see note 26).These2012). These costs are basically calculatedestimated for the mining cement,and long steel and Transnordestina projects, mainly relating to:(i) 

FS-37


table of contents

Casa de Pedra Mine expansion; expansion (ii) construction of the cement plant in Volta Redonda, RJ, and the clinker plant in the city of Arcos, MG; (iii); construction of the long steel mill in the city ofVolta Redonda RJ;(RJ), see notes 25 and (iv) extension of Transnordestina railroad, which will connect the countryside of the northeast region to the Suape, State of Pernambuco, and Pecém, State of Ceará, ports32.

 

The rates used to capitalize borrowing costs are as follows:

FEES
SpecificNon-specific
projectsprojects
TJLP + 1.3% to 3.2% 10.56% 
UM006 + 2.7% 

     

Rates

 

12/31/2013

 

12/31/2012

Specific projects

 

TJLP + 1.3% to 3.2%

 

TJLP + 1.3% to 3.2%

 

UM006 + 2.7%

 

UM006 + 2.7%

Unspecified projects

 

8.35%

 

8.47%

 

b)     Additions to depreciation, amortization and depletion for the periodyear were distributed as follows:

     
   
  12/31/2011  12/31/2010 
Production cost  892,297  770,542 
Selling expenses  7,130  6,471 
General and administrative expenses  29,941  29,156 
Other operating expenses  18,883  7,865 
  948,251  814,034 

 

12/31/2013

 

12/31/2012

 

12/31/2011

Production cost

1,068,156

 

1,062,950

 

892,297

Selling expenses

8,248

 

8,041

 

7,130

General and administrative expenses

17,426

 

14,742

 

29,941

 

1,093,830

 

1,085,733

 

929,368

Other operating expenses (*)

61,763

 

14,739

 

18,883

 

1,155,593

 

1,100,472

 

948,251

(*) Refers to the depreciation of unused equipment (see note 24).

 

c)    The Casa de Pedra mine is an asset that belongs to CSN, which has the exclusive right to explore such mine.Our mining activities of Casa de Pedra are based on the ‘Mine Manifest’, which grants CSN full ownership over the mineral deposits existing within our property limits.

As of December 31, 20112013 the net property, plant and equipment of Casa de Pedra was R$2,485,0773,277,205 (R$2,167,3782,892,120 as of December 31, 2010)2012), represented mainly by construction in progress amounting to R$1,123,8211,090,642 (R$911,0771,612,000 as of December 31, 2010). Up to December 31, 2011, interest capitalized in property, plant and equipment of Casa de Pedra totaled R$82,607 (R$48,590 as of December 31, 2010)2012).

 

13.11.  INTANGIBLE ASSETS

 

 

Goodwill

Customer relations

Software

Other

Total

Balance at January 1, 2012

 

 

 

 

 

Cost

431,173

 

36,253

941

468,367

Accumulated amortization

-150,004

 

-26,523

 

-176,527

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at January 1, 2012

220,308

 

9,730

941

230,979

Effect of foreign exchange differences

 

30,501

104

14,043

44,648

Acquisitions through business combination (*)

235,595

316,939

 

77,232

629,766

Acquisitions and expenditures

  

916

472

1,388

Disposals

 

 

 

-564

-564

Transfer of property, plant and equipment

  

3,861

 

3,861

Amortization

 

 

-5,442

 

-5,442

Other movements

  

225

 

225

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Cost

666,768

347,440

41,849

92,124

1,148,181

Accumulated amortization

-150,004

 

-32,455

 

-182,459

Adjustment for accumulated recoverable value

-60,861

   

-60,861

Balance at December 31, 2012

455,903

347,440

9,394

92,124

904,861

Effect of foreign exchange differences

 

64,570

148

18,127

82,845

Acquisitions and expenditures

 

 

635

 

635

Disposals

  

-1

-820

-821

Impairment loss

-48,469

 

 

 

-48,469

Transfer of property, plant and equipment

  

74,958

 

74,958

Loss of control over Transnordestina

 

 

-10,128

 

-10,128

Amortization

 

-30,530

-7,691

 

-38,221

Other movements

 

 

39

-259

-220

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

Cost

666,768

415,899

107,416

109,172

1,299,255

Accumulated amortization

-150,004

-34,419

-40,062

 

-224,485

Adjustment for accumulated recoverable value

-109,330

 

 

 

-109,330

Balance at December 31, 2013

407,434

381,480

67,354

109,172

965,440

FS-35

FS-38


 
           
   
   Goodwill Intangible assets with finite useful lives  Software  Other  Total
Balance at December 31,2009  423,698  9,982  23,879    457,559 

Acquisitions and expenditures 

     25,239  1,002  26,241 

Amortization 

   (4,991)  (16,353)    (21,344) 
Balance at December 31,2010  423,698  4,991  32,765  1,002  462,456 

Effect of foreign exchange differences 

      72  78 

Acquisitions through business combination (*) 

 204,569        204,569 

Acquisitions and expenditures 

     350  353  703 

Disposals 

     (784)  (489)  (1,273) 

Impairment losses 

 (60,861)        (60,861) 

Transfer of property, plant and equipment 

     11,487    11,487 

Transfer of long-term receivables 

       2,977  2,977 

Amortization 

   (4,991)  (9,622)  (2,230)  (16,843) 

Other movements 

     (2,113)  2,194  81 
Balance at December 31,2011  567,406    32,089  3,879  603,374 

table of contents

 

(*) Goodwill based on expected future earnings, arising on the Prada Embalagens and CBL business combination of CSN Steel S. L. with the companies Stahlwerk Thüringen Gmbh (SWT) and Gallardo Sections on July 12, 2011.

Recoverable amount of the Packaging cash-generating unit (“CGU”), determined based on the business valuation report prepared by independent appraisers. As a result of this valuation, the company recognized an impairment adjustment amounting to R$60,861

The concession intangible asset with definite useful life refers to the amount originally paid by shareholders, whose economic basis was expected future earnings due to the concession right, recorded by the Company’s jointly controlled entity. The amortization is calculated on a straight-line basis over the concession period.January 31, 2012 (see note 4).

 

The useful life of software is one01 to five05 years and of other intangible assets is 13 to 30 years.

 

Goodwill:The economic basis of goodwill is the expected future earnings and, in accordance with the new pronouncements, these amounts are not amortized since January 1, 2009, when they became subject only to impairment testing.

Goodwill on InvestmentsBalance at
12/31/2011
Investor
Flat steel 13,091 CSN 
Subtotal Company13,091
Mining 347,098 Namisa 
Packaging 207,217 CSN 
Total consolidated567,406

 

·      Impairment testing for goodwill

 

In order to conduct impairment testing, goodwill is allocated to CSN’s operating divisions that represent the lowest level within the Companyof assets or group of assets at which goodwill is monitored for internalby the Company's senior management, purpose, never above Operating Segments.

       
Cash-generating unit   Segment  12/31/2011  12/31/2010 
Mining (Namisa)  Mining  347,098  347,098 
Packaging (*)  Steel  207,217  63,509 
Flat steel  Steel  13,091  13,091 
    567,406  423,698 

Cash generating unit

 

Segment

 

12/31/2013

 

12/31/2012

 

Investor

Packaging (*)

 

Steel

 

158,748

 

207,217

 

CSN

Flat steel

 

Steel

 

13,091

 

13,091

 

CSN

Long steel

 

Steel

 

235,595

 

235,595

 

CSN Steel S.L.

 

 

 

 

407,434

 

455,903

  

(*) AmountGoodwill of the cash-generating unit (CGU) Steel Containers is presented net of an impairment loss recorded in 2011 in the impairment adjustmentline item of other operating income and expenses in the income statement for the year, amounting to R$60,861. During the 4th quarter of 2013, the Company identified again an impairment of goodwill of the CGU Steel Containers and recorded the amount of R$48,469.

 

FS-36


The recoverable amount of a Cash-Generating Unit (“CGU”) is determined based on value-in-use calculations.

These calculations use cash flow projections, before income tax and social contribution, based on financial budgets approved by management for a three-year period. The amounts related to cash flows subsequent to the three-year period were extrapolated based on the estimated growth rates shown below. The growth rate does not exceed the average long-term growth rate of the industry in which the Cash-Generating Unit (“CGU”) operates.

 

The main assumptions used in calculating the values in use as of December 31, 20112013 are as follows:

Mining

Packaging

Flat steel

Long steel

Gross margin (i)

For gross margin were used the expansion plans alreadyapproved in the Company’s business plan, iron ore prices onthe international market, based on projections prepared byofficial institutions of the mining industry and the projectedUS dollar (US$) versus Brazilian reais (R$) rate curve until2020, made available by the Central Bank of Brazil(BACEN). After 2020, no variance was considered.

Average gross margin of eachcash-generating unitGross Margin based on itshistorythe history and the budget projections for the next 2 years; beginning in the third year, average price, operating cost and expense projections, simulated based on an industrial activity centralization and plant modernization scenario, also taking into account other revenues from sale of assets.

Average Gross Margin based on the history and projections approvedbyapproved by the Board for the next threeyears;three years, and long-term price and foreign exchange curves obtained in industry reports.

Averagegross margin of eachcash-generating unit based

Based on itshistory andthe projections approvedbyapproved by the Board for the next threeyears;three years, long-term price and foreign exchange curves, and taking into consideration the production volume ramp up after plant start-up.

Cost adjustment 

Cost adjustment

Operating costs based on long-term inflation projections;the history and the budget projections for the next two years; beginning in the third year, operating cost projections incorporating the simulated benefits based on an industrial activity centralization and plant modernization scenario.

 

Cost adjustment based on long-term inflation projections;historical data and price and foreign exchange curves obtained in industry reports.

 

Cost adjustment based on long-term inflation projections; historical data and price and foreign exchange curves obtained in industry reports.

Growth rate (ii)

Cash flows were made considering a

Sales volume growth projection period up to2041,prepared based on the maturity term ofsales department’s forecast for the main contractsmarket segments, and to whichthe Company's Business Plan is tied. Therefore it was notused a grow rate, given thatalso taking into account the projection period exceeds 30years.simulation of new production capacity based on an industrial activity centralization and plant modernization scenario.

Average growth rateof 2.1% p.a.used to extrapolate the cash flowsafter the budgeted period;

Average growth rate of 0.5% p.a.used2.0% p.a. used to extrapolate the cash flowsafterflows after the budgeted period;period.

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Discount rate (iii)

Pretax US dollar 11%

Effective discount rate of 8.2% p.a., before income tax and social contribution.

Effective discount rate. rate of 8.2% p.a., before income tax and social contribution.

Pretax 16.75%

Effective discount rate of 8.2% p.a. discount rate. 

Pretax 11% p.a. discount rate. , before income tax and social contribution.

(*) Assumptions used by independent experts.

 

(i)   Budgeted gross margin.

(ii)  Weighted average growth rate, used to extrapolate the cash flows after the budgetbudgeted period.

(iii) Pretax discount rate, applied to cash flow projections.

 

FS-39


table of contents

14.12.  BORROWINGS, FINANCING AND DEBENTURES

 

The balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

  

Rates p.a. (%)

Current liabilities

Non-current liabilities

  

12/31/2013

12/31/2012

12/31/2013

12/31/2012

FOREIGN CURRENCY

 

 

 

 

 

 

Prepayment

 

1% to 3.50%

105,874

162,290

1,166,615

1,104,271

Prepayment

 

3.51% to 7.50%

207,331

8,954

1,276,717

878,705

Perpetual bonds

 

7.00%

3,189

2,781

2,342,600

2,043,500

Fixed rate notes

 

4.14 to 10%

156,868

1,265,330

5,505,110

4,802,225

Financed imports

 

6.24%

 

6,813

  

BNDES/FINAME

 

Res. 635/87 interest + 1.7% and 2.7%

12,356

32,395

 

10,755

Intercompany

 

6M Libor + 2.25 and 3%

    

Other

 

3.51% to 7.50% + 1.2%

49,306

9,860

442,843

409,337

   

534,924

1,488,423

10,733,885

9,248,793

LOCAL CURRENCY

 

     

BNDES/FINAME

 

TJLP + 1.5% to 3.2% and 2.5% to 10% fixed rate

97,044

346,623

962,684

1,535,255

Debentures

 

105.8% to 110.8% CDI and TJLP + 0.85%

846,387

128,239

1,932,500

4,436,892

Prepayment

 

106.5% to 110,79% CDI and 8% fixed rate

101,330

163,812

5,345,000

4,800,000

CCB

 

112.5% CDI

1,085,436

62,072

6,200,000

7,200,000

Intercompany

 

110.79% CDI

    

Other

 

 

8,527

10,983

15,505

16,581

   

2,138,724

711,729

14,455,689

17,988,728

Total borrowings and financing

2,673,648

2,200,152

25,189,574

27,237,521

Transaction costs and issue premiums

-30,841

-31,030

-85,951

-101,939

Total borrowings and financing + transaction costs

2,642,807

2,169,122

25,103,623

27,135,582

FS-37


           
    Current liabilities  Non-current liabilities 
  Rates in (%)  12/31/2011  12/31/2010  12/31/2011  12/31/2010 
FOREIGN CURRENCY           
Prepayment  1% to 3.50%  381,333  473,255  573,388  1,840,269 
Prepayment  3.51% to 7.50%  148,597  138,210  1,281,171  522,116 
Guaranteed perpetual bonds  7.00%  2,553  2,268  1,875,800  1,666,200 
Fixed rate notes  9.75%  4,191  4,546  1,031,690  916,410 
Fixed rate notes  6.50%  53,851  47,834  1,875,800  1,666,200 
Fixed rate notes  6.875%  26,598  23,626  1,406,850  1,249,650 
Fixed rate notes  10.5%  34,390  32,074  750,320  666,480 
Financed imports  3.52% to 6.00%  261  57,293    59,322 
Financed imports  6.01% to 8.00%  25,248  16,849  27,310  24,396 
CCB  1.54%  176,440       
BNDES/FINAME  Interest R. Res. 635/87+1.7% and 2.7% 25,903  20,085  36,750  55,256 
Other  3.3% to 5.37% and CDI +1.2% 105,181  85,790  145,438  103,587 
    984,546 901,830 9,004,517 8,769,886 
LOCAL CURRENCY           
BNDES/FINAME  TJLP + 1.5% to 3.2%  430,432  308,968  1,744,727  1,907,596 
Debentures 103.6 % and 110.8% CDI and9.4% + IGPM and 1% + TJLP 672,073  41,750  2,822,424  1,760,846 
Prepayment  104.8% and 109.5 % CDI  537,128  64,216  4,523,224  3,400,000 
CCB  112.5% CDI  101,280  1,354  7,200,000  3,000,000 
Other    9,509  26,443  37,058  23,303 
    1,750,422  442,731  16,327,433  10,091,745 
Total borrowings and financing    2,734,968  1,344,561  25,331,950  18,861,631 
Transaction costs    (32,885)  (35,929)  (145,445)  (80,816) 
Total borrowings and financing +transaction costs    2,702,083 1,308,632 25,186,505 18,780,815 

 

The balances of prepaid intragroupintercompany borrowings related to the Company total R$2,244,9272,943,964 as of December 31, 20112013 (R$2,080,7212,339,776 as of December 31, 2010)2012) and the balances of Fixed Rate Notes and Intercompany Bondtotal R$2,452,956 (R$3,545,340 as of December 31, 2012), see note 4.19.

 

·      Funding transaction costs

 

As of December 31, 20112013, funding transaction costs are as follows:

                     
   
  Short term  Long term    
   2013  2014  2015  2016  2017  After 2017  Total  TJ(1)  TIR(2) 
Fixed rate notes  4,067  4,779  3,478  3,100  2,203  2,203  4,852  20,615  6.5% to 10%  6.75% to 10.7% 
BNDES  553  491  423  389  389  389  3,491  5,572  1.3% to 1.7%  1.44% to 7.39% 
BNDES  1,578  1,578  284          1,862  2.2% to 3.2%  7.59% to 9.75% 
Prepayment  8,059  8,020  6,397  2,219  2,219  2,219  1,354  22,428  109.50% and 110.79% CDI  10.08% to 12.44% 
Prepayment  509  509  509  509  509  346    2,382  2.37% and 3.24%  2.68% to 4.04% 
CCB  17,472  16,220  17,651  13,902  13,902  10,056  18,046  89,777  112.5% CDI  11.33% to 14.82% 
Other  647  427  427  427  427  427  674  2,809  110.8% and 103.6% CDI  12.59% and 13.27% 
  32,885  32,024  29,169  20,546  19,649  15,640  28,417  145,445     

 

    

 

  

Current

 

Noncurrent

 

TIR(1)

    

Fixed rate notes

 

1,865

 

3,830

 

6.5% to 10.7%

BNDES

 

631

 

2,660

 

1.44% to 9.75%

Prepayment

 

8,162

 

15,766

 

10.08% to 12.44%

Prepayment

 

2,213

 

8,368

 

2.68% to 4.04%

CCB

 

17,472

 

54,834

 

11.33% to 14.82%

Other

 

498

 

493

 

6.75% to 12.59% and 10.7% to 13.27%

 

 

30,841

 

85,951

  
(1)TJ – Annual interest rate contracted

(2)   TIR – Annual internal rate of return

FS-40


·      Maturities of borrowings, financing and debentures presented in non-current liabilities

 

As of December 31, 2011,2013, the principal of long-term borrowings, financing and debentures by maturity year is as follows:

 

  

 

2015

 

3,181,503

 

13%

2016

 

3,210,020

 

13%

2017

 

3,628,773

 

14%

2018

 

3,997,706

 

16%

2019

 

3,813,514

 

15%

After 2019

 

5,015,458

 

19%

Perpetual bonds

 

2,342,600

 

10%

 

 

25,189,574

 

100%

FS-38


     
2013  2,263,889  9% 
2014  1,933,763  8% 
2015  2,346,461  9% 
2016  2,444,259  10% 
2017  3,166,273  12% 
After 2017  11,301,505  45% 
Perpetual bonds  1,875,800  7% 
  25,331,950  100% 

 

·      Amortizations and new borrowings, financing and debentures

 

The table below shows the amortizations and new funding in the current period:year:

     
   
  12/31/2011  12/31/2010 
Opening balance  20,089,447  14,267,601 
Funding  7,824,012  8,754,779 
Amortization  (3,614,606)  (3,897,405) 
Other (*)  3,589,735  964,472 
Closing balance  27,888,588  20,089,447 

 

 

12/31/2013

 

12/31/2012

Opening balance

 

29,304,704

 

26,973,247

Funding

 

1,697,363

 

3,520,263

Amortization

 

-4,300,240

 

-4,876,453

Loss of control over Trasnordestina

 

-3,180,821

  

Other (*)

 

4,225,424

 

3,687,647

Closing balance

 

27,746,430

 

29,304,704

 

(*) Includes unrealized foreign exchange differences and inflation adjustments.

 

LoansIn December 2013, the Company redeemed all the Guaranteed Bonds issued in 2003, through its wholly-owned subsidiary CSN Islands VIII Corp., guaranteed by CSN, at a rate of 9.75% per year, amounting to US$550 million (R$1,270,775) in principal and US$27 million (R$62,295) in interest.

Borrowing and financing contracts with certain financial institutions contain some covenants that are usual in financial agreements in general and the Company is compliant with them atas of December 31, 2011.

In February 2011, the Company entered into with Caixa Econômica Federal a Corporate Loan Transaction - Large Corporations, by issuing a bank credit certificate of R$2 billion, with final amortization maturity of 94 months. This CCB (bank credit note) bears interest equivalent to 112.5% of the CDI (interbank deposit rate), as released by CETIP (OTC Clearing House), per year, and interest is paid on a quarterly basis, in March, June, September and December.

In April 2011, the Company contracted an Export Credit Note amounting to R$1.5 billion from Banco do Brasil, which will mature in April 2019.

This NCE (export credit note) bears interest equivalent to 110.8% of the CDI (interbank deposit rate), as released by CETIP, per year, and interest is paid on a semiannual basis, in April and October.

In August 2011, the Company entered into with Caixa Econômica Federal a Corporate Loan Transaction - Large Corporations, by issuing a bank credit certificate of R$2.2 billion, with final amortization maturity of 108 months. This CCB (bank credit note) bears interest equivalent to 112.5% of the CDI (interbank deposit rate), as released by CETIP, per year, and interest is paid on a quarterly basis, in February, May, August and November.

In December 2011 the Company settled in advance its export receivables securitization program with the payment of R$313,842 (R$283,857 in principal, R$2,373 in interest and R$27,612 in premium paid to creditors for early settlement).2013.

 

·      Debentures 

 

i. Companhia Siderúrgica Nacional

 

4th6th issue

 

As approved at the Board of Directors’ meeting held on December 20, 2005 and ratified on April 24, 2006,In September 2012 the Company issued on February 1, 2006, 60,000156,500 nonconvertible, unsecured debentures, in singleof which 106,500 1st series with a unit face value of R$10.These debentures were issued in the total amount of R$600,000 and the proceeds from their trading with financial institutions were received on May 3, 2006.

FS-39


The face value of these50,000 2nd series debentures, earns interest equivalent to 103.6% of CDI rate, as released by Cetip, per year, and maturity of the face value is scheduled for February 1, 2012, with an early redemption option.

5th issue

As approved at the Board of Directors’ meeting held on July 12, 2011, the Company issued on July 20, 2011, 115 nonconvertible, unsecured debentures, in single series, with a unit face value of R$10 million. These debentures were issued in the total amount oftotaling R$1,150,000 and the proceeds from their trading with financial institutions were received on August 23, 2011.

The face value of these debentures earns1,565,000 that pay interestequivalent to 110.8%105.80% of the CDI as released by Cetip rate for the 1st series and 106.00% per year for the 2nd series, maturing in March and maturity of the face value is scheduled for February 1, 2012,September 2015, respectively, both with an early redemption option.

 

ii. Transnordestina LogísticaFS-41


 

On March 10, 2010 Transnordestina Logística S.A obtained approval from the Northeast Development Fund - FDNE for issuetable of the 1st Series of its 1st Private Issue of convertible debentures, consisting of eight series in the total amount of R$2,672,400.The first, third, and fourth series refer to funds to be invested in the Missão Velha – Salgueiro – Trindade e Salgueiro – Porto de Suape module, which also includes the investments in the Suape Port, and the reconstruction of the Cabo to Porto Real de Colégio railroad section. The second, fifth and sixth series refer to funds to be invested in the Eliseu Martins – Trindade module. The seventh and eighth series refer to funds to be invested in the Missão Velha – Pecém module, which also includes the investments in the Pecém Port.contents

                 
    General  Number  Unit        Balance (R$) 
Issue  Series  meeting  issued  face value  Issue  Maturity  Charges  12/31/2011 
1st  1st  2/8/2010  336,647,184  R$ 1,00  03/09/10  10/3/2027  TJLP + 0.85% p.a.  336,647 
1st  2ª  2/8/2010  350,270,386  R$ 1,00  11/25/2010  10/3/2027  TJLP + 0.85% p.a.  350,270 
1st  3ª  2/8/2010  338,035,512  R$ 1,00  1/12/2010  10/3/2027  TJLP + 0.85% p.a.  338,036 
1st  4ª  2/8/2010  468,293,037  R$ 1,00  10/04/11  10/3/2027  TJLP + 0.85% p.a.  468,293 

·      Guarantees provided

 

Guarantees provided for the borrowings comprise property, plant and equipment items and sureties as shown in the table below, and do not include guarantees provided for subsidiaries and jointly controlled entities.

     
  12/31/2011  12/31/2010 
Property, plant and equipment  19,383  30,288 
Collateral  87,550  74,488 
Securitizations (exports) (*)    113,936 
  106,933  218,712 

(*) Because As of December 31, 2013, the early settlementamount is R$4,234 (R$12,233 as of export receivables, the securitization reserve fund amounts were redeemed.December 31, 2012).

 

15.13.  FINANCIAL INSTRUMENTS

 

I - Identification and measurement of financial instruments

 

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, marketable securities, trade receivables, trade payables, and borrowings and financing. Additionally, it also carries out transactions involving derivative financial instruments, especially exchange and interest rate swaps.

FS-40


 

Considering the nature of these instruments, their fair value is basically determined by the use of Brazil’s money market and mercantile and futures exchange quotations. The amounts recorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

 

·          Classification of financial instruments

                     
  12/31/2011  12/31/2010 
Consolidated Notes Available for sale Fair value through profit or loss Loans and receivables -effective interest Other Liabilities - amortized cost method Balances Available for saleFair value  through profit or loss Loans and receivables - effective interest Other Liabilities - amortized cost method Balances
Assets                     

Current 

                    

Cash and cash equivalents 

      15,417,393    15,417,393    10,239,278    10,239,278 

Trade receivables, net 

      1,558,997    1,558,997    1,259,461    1,259,461 

Guarantee margin on financial instruments 

 8 and 15      407,467    407,467    254,485    254,485 

Derivative financial instruments 

 8 and 15    55,115      55,115         

Securitization reserve fund 

               22,644    22,644 
                     

Non-current 

                    

Other trade receivables 

       57,797    57,797    58,485    58,485 

Investments 

   2,089,309        2,089,309  2,102,112      2,102,112 

Derivative financial instruments 

 10    376,344      376,344  254,231      254,231 

Securitization reserve fund 

               32,031    32,031 

Short-term investments 

       139,679    139,679    112,484    112,484 
 
Liabilities                     

Current 

                    

Borrowings, financing and debentures 

 14        2,734,968  2,734,968      1,344,561  1,344,561 

Derivative financial instruments 

 15 and 16    2,971      2,971  116,407      116,407 

Trade payables 

         1,232,075  1,232,075      623,233  623,233 

Non-current 

                    

Borrowings, financing and debentures 

 14        25,331,950  25,331,950      18,861,631  18,861,631 

Derivative financial instruments 

 15 and 16    373,430      373,430  254,494      254,494 

Consolidated

   

12/31/2013

 

12/31/2012


Notes


Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                      

Cash and cash equivalents

 

5

 

 

 

 

 

9,995,672

 

 

 

9,995,672

 

 

 

 

 

11,891,821

 

 

 

11,891,821

Trade receivables, net

 

6

 

 

 

 

 

1,733,641

 

 

 

1,733,641

 

 

 

 

 

1,646,090

 

 

 

1,646,090

Guarantee margin on financial instruments

 

8 and 13

 

 

 

 

 

 

 

 

 

 

 

 

 

426,328

 

 

 

426,328

Derivative financial instruments

 

8 and 13

 

9,681

     

9,681

   

239,266

     

239,266

Trading securities

 

8

 

 

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

19,587

 

11,729,313

 

 

 

11,748,900

 

 

 

239,266

 

13,964,239

 

 

 

14,203,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

           

         

Other trade receivables

 

8

 

 

 

 

 

9,970

 

 

 

9,970

 

 

 

 

 

8,983

 

 

 

8,983

Investments

   

2,405,174

       

2,405,174

 

2,336,137

       

2,336,137

Derivative financial instruments

 

8

 

 

 

3,879

 

 

 

 

 

3,879

 

 

 

 

 

 

 

 

 

Short-term investments

       

30,756

   

30,756

     

116,753

   

116,753

Total

 

 

 

2,405,174

 

3,879

 

40,726

 

 

 

2,449,779

 

2,336,137

 

 

 

125,736

 

 

 

2,461,873

                       

Total assets

   

2,405,174

 

23,466

 

11,770,039

 

 

 

14,198,679

 

2,336,137

 

239,266

 

14,089,975

 

 

 

16,665,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

           

         

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

2,673,648

 

2,673,648

       

2,200,152

 

2,200,152

Derivative financial instruments

 

13 and 14

 

6,822

 

 

 

 

 

6,822

 

 

 

244,333

 

 

 

 

 

244,333

Trade payables

         

1,102,037

 

1,102,037

       

2,025,461

 

2,025,461

Total

 

 

 

 

 

6,822

 

 

 

3,775,685

 

3,782,507

 

 

 

244,333

 

 

 

4,225,613

 

4,469,946

                       

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

       

25,189,574

 

25,189,574

       

27,237,521

 

27,237,521

Derivative financial instruments

 

13 and 14

 

17,375

 

 

 

 

 

17,375

 

 

 

 

 

 

 

 

 

 

Total

   

 

 

17,375

 

 

 

25,189,574

 

25,206,949

 

 

 

 

 

 

 

27,237,521

 

27,237,521

                       

Total liabilities

 

 

 

 

 

24,197

 

 

 

28,965,259

 

28,989,456

 

 

 

244,333

 

 

 

31,463,134

 

31,707,467

 

  

·          Fair value measurement

 

The financial instruments recognized at fair value require the disclosure of fair value measurements atin three hierarchy levels:levels.

 

·          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

FS-42


 

·          Level 2: other available inputs, except those of Level 1 that are observable for the asset or liability, whether directly (i.e., prices) or indirectly (i.e., derived from prices)

 

·          Level 3: inputs unavailable due to slight or no market activity and which is significant for the definition of the fair value of assets.

 

The following table shows the financial instruments recognized at fair value through profit or loss using a valuation method:

 

Consolidated

 

 

 

 

 

 

 

12/31/2013

 

 

 

 

 

 

 

12/31/2012

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

9,681

   

9,681

   

239,266

   

239,266

Trading securities

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

Non-current assets

                

Available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

2,405,174

     

2,405,174

 

2,336,137

     

2,336,137

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

3,879

   

3,879

   

   

Total assets

 

2,415,080

 

13,560

 

 

 

2,428,640

 

2,336,137

 

239,266

 

 

 

2,575,403

                 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

                

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

   

6,822

   

6,822

   

244,333

   

244,333

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

                

Derivative financial instruments

 

 

 

17,375

 

 

 

17,375

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

24,197

 

 

 

24,197

 

 

 

244,333

 

 

 

244,333

FS-41


                 
    12/31/2011    12/31/2010 
Consolidated  Level 1  Level 2  Level 3  Balances  Level 1  Level 2  Level 3  Balances 
Assets                 

Current 

                

Financial assets at fair value through profit or loss 

                

Derivative financial instruments 

   55,115    55,115         
 

Non-current 

                

Available-for-sale financial assets 

                

Investments 

 2,089,309      2,089,309  2,102,112      2,102,112 
 

Financial assets at fair value through profit or loss 

                

Derivative financial instruments 

   376,344    376,344    254,231    254,231 
 
Liabilities                 

Current 

                

Financial liabilities at fair value through profit or loss 

                

Derivative financial instruments 

   2,971    2,971    116,407    116,407 
 

Non-current 

                

Financial liabilities at fair value through profit or loss 

                

Derivative financial instruments 

   373,430    373,430    254,494    254,494 

 

II – investmentsInvestments in financial instruments classified as available for sale and measured at fair value through OCI

 

These consist mainly of investments in shares acquired in Brazil and abroad involving top ranked companies, classified by international rating agencies as investment grade, which are recognized in non-current assets, and any gains or losses are recognized in shareholders' equity, where they will remain until actual realization of the securities or when any loss is considered unrecoverable.

 

 Potential impairmentImpairment of financial assets classified as available for sale

 

During 2010 and 2011 CSN investedThe Company has investments in ordinarycommon (USIM3) and preferred (USIM5) shares of (“Usiminas classifiedShares”), designated as available-for-sale financial instruments available for saleassets as they do not attendmeet the criteria to be classified within any of the other categories of financial instruments (measured(loans and receivables, held-to-maturity investments or financial assets at fair value through profit and loss, held to maturity or loans and receivables)loss). The instruments areasset is classified as a non-current asset under non-current financial instrumentsline item “investments” and measuredis carried at their fair value based on theirthe quoted price on the stock exchange (BM&FBOVESPA).

Considering the volatility of the quotations of Usiminas shares, the Company evaluated whether, at 31the end of the reporting period, there was objective evidence of impairment of these financial assets, i.e., the Company’s management evaluated if the decline in the market value of Usiminas shares should be considered either significant or prolonged. In turn, this valuation requires judgment based on CSN’s policy, prepared according to practices used in the domestic and international markets, and consists of an instrument by instrument analysis based on quantitative and qualitative information available in the market, from the time an instrument shows a drop of 20% or more in its market value or from the time there is a significant drop in its market value as compared to its acquisition price during more than twelve months.

Based on the qualitative and quantitative elements, management concluded, in its best judgment, that there was evidence of a significant impairment of the investment in Usiminas shares as of June 30, 2012, and, consequently, reclassified the accumulated losses recorded in other comprehensive income amounting to R$1,599,485, net ofincome tax and social contribution, to profit for the year, by recognizing R$2,022,793 in other operating expenses and R$423,308 in deferred taxes.

FS-43


In December 2011 (BOVESPA). 2012 there was an additional recognition of R$264,441 related to deferred taxes on accumulated losses due to the annual analysis of the effective income tax and social contribution rate that took into consideration the temporary differences generated by this investment in CSN subsidiaries resulting from the reclassification of accumulated losses.

As of June 30, 2013, there was an additional decline in the quotation of the common shares (USIM3) as compared with the quotation as of June 30, 2012 which, according to the Company's accounting policy, generated a loss of R$5,002, recorded directly in other operating expenses. Beginning this date, pursuant to a Company's policy, gains and losses arising from the variation of the quotation of shares were recognized in other comprehensive income.

The company is evaluatingCompany continues to evaluate strategic alternatives with respect to its investment in Usiminas.

Considering These initiatives can, for example, affect the declineway an investment is recorded in market value of the shares Usiminas during the year, the Company has evaluated whether, at the balance sheet date, there is objective evidence of impairment of its investments in Usiminas. Management evaluated if the decline in market value of the shares Usiminas should be considered either significant or prolonged. Determining whether a decline is significant or prolonged requires judgment and according to CSN’s accounting policy, which is based on national and international application, an instrument by instrument analysis is made based on quantitative and qualitative information from the moment on onwards that the decline either above 20% or more than 12 months.

Despite the Company’s investment strategy and despite the fact that both the ordinary and preferred shares are equity instruments, management separately evaluated the ordinary and preferred shares for impairment considering the different rights attached to them. The policy of the Company requires a detailed analysis of the percentage and period of decline, characteristics of the instrument, the segment in which the entity operates and volatility of the instrument. Additionally, macro-economic factors, qualitative analyses and other relevant factors after the balance sheet date until the date of approval of the financial statements are taken into consideration to the extent that is possible within the context of the standards, their interpretations and application in practice.

To determine the period of decline of the market value of the instruments below their cost, the Company compared their respective weighted average cost of acquisition at balance sheet date with the last trading date on which the quoted maximum price was above this weighted average cost of acquisition. In case of the ordinary shares the period of decline was calculated at 1 month, while in the case of the preferred shares the period of decline was calculated at 7 months. Management is of the opinion that, considering its accounting policy, the decline is not prolonged.

Volatility measures the dispersions between returns of a share or index. Volatility is a measure of risk of a share, but also serves to evaluate to what extent price variations historically are within expectations. Historical volatility of the shares is calculated and considered in order to identify the expected fluctuation of the respective instruments, evaluate the expected future volatility and conclude if a decline in market value of an instrument below its cost should be considered significant.

FS-42


The following table shows these indicators for a period of 12 years,long period sufficient to eliminate volatility spikes caused by economic crises:

     
Period  Volatility 
  USIM3  USIM5 
1/3/2000 to 12/31/2011  50.42%  48.57% 

In light of this information, Management concluded that the decline in market value relative to their price of acquisition of the shares of USIM3 and USIM5 at 31 December 2011 of 30.8% and 34.5%, respectively, is not significant.At 25 April 2012 the decline of the shares had significantly reduced to26.1% and 27.3% respectively, further supporting the volatility of the securities.

Management considers that during the period under analysis there have not been significant changes with an adverse effect in the technological, market, economic and legal environment in which Usiminas operates. Further, while the market value of Usiminas at 31 December 2011 was below the value of its net assets at that date (R$ 13.5 billion and R$ 19 billion respectively) and the company therefore was required to evaluate impairment of its assets in accordance with IAS38.12(d), the company did not register any such impairment.

Considering the quantitative and qualitative analyses above, Management is of the opinion that there is no objective evidence of impairment of the ordinary and preferred shares of Usiminas and consequently has not reclassified losses thus far recognized in other comprehensive income (R$ 767,924, net of tax).statements.

 

III – Fair values of assets and liabilities as compared to their carrying amounts

 

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, and any gains and possible losses are recognized as finance income or finance costs, respectively.

 

The amounts are recognized in the financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

 

The estimated fair valuesvalue of consolidated long-term borrowings and financing werewas calculated at prevailing market rates, taking into consideration the nature, termsterm and risks similar to those of the recorded contracts, and was classified in level 1 of the hierarchy of “quoted prices (unadjusted) in active markets for identical assets or liabilities”, as compared below:

         
  12/31/2011  12/31/2010 
  Carrying amount  Fair value  Carrying amount  Fair value 
Guaranteed perpetual bonds  1,878,353  1,819,903  1,668,468  1,663,701 
Fixed rate notes  5,183,690  5,832,364  4,606,820  4,966,629 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Carrying amount

 


Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

2,345,789

 

1,938,780

 

2,046,281

 

2,102,366

Fixed rate notes

5,661,978

 

6,032,207

 

6,067,555

 

6,811,081

 

IV     Financial risk management policy

 

The Company has and follows a policy of managing its risks, with guidelines regarding the risks incurred by the company. Pursuant to this policy, the nature and general position of financial risks are regularly monitored and managed in order to assess the results and the financial impact on cash flow. The credit limits and the quality of counterparties’ hedge instruments are also periodically reviewed.

  

The risk management policy was established by the Board of Directors. Under this policy, market risks are hedged when it is considered necessary to support the corporate strategy or when it is necessary to maintain a level of financial flexibility.

 

Under the terms of the risk management policy, the Company manages some risks by using derivative financial instruments. The Company’s risk policy prohibits any speculative deals or short sales.

 

·        Liquidity risk

FS-43


It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of mismatching of terms or volumes between scheduled receipts and payments.

To manage cash liquidity in domestic and foreign currency, assumptions of future disbursements and receipts are established and daily monitored by the treasury area. The payment schedules for the long-term portions of borrowings, financing and debentures are shown in Note 14.

The following table shows the contractual maturities of financial liabilities, including estimated interest payments.

           
At December 31, 2011   Less than one year From one to two years From two to five years  Over five years  Total
Borrowings, financing and debentures  2,734,968  2,263,889  6,724,483  16,343,578  28,066,918 
Derivative financial instruments  2,971  373,430      376,401 
Trade payables  1,232,075        1,232,075 
           
At December 31, 2010           
Borrowings, financing and debentures  1,344,561  4,254,057  6,357,169  8,250,405  20,206,192 
Derivative financial instruments  116,407  254,494      370,901 
Trade payables  623,232        623,232 

·Foreign exchange rate risk

 

The Company assesses its exchange exposure by subtracting its liabilities from its assets denominated in dollar euro and australian dollar,euro, thus arriving at its net exchange exposure, which is the foreign currency exposure risk. Therefore, besides the trade receivables arising from exports and investments overseas that in economic terms constitute natural hedges, the Company further considers and uses various financial instruments, such as derivative instruments (US$ to Real realand euro to dollar swaps, and forward exchange contracts, etc.) to manage its risks of fluctuations in currencies other than the Brazilian real.

FS-44


·        Policies on the use of hedging derivatives

 

The Company’s financial policy reflects the parameters of liquidity, credit and market risks approved by the Audit Committee and Board of Directors. The use of derivative instruments in order to prevent fluctuations in interest and exchange rates from having a negative impact on the company’s balance sheet and income statement should consider the same parameters. As provided for in internal rules, this financial investment policy has been approved and is being managed by the finance officers.

 

At the meetings of the Executive Officers and Board of Directors, the officers and directors routinely present and discuss the Company’s financial positions. Under the bylaws, transactions involving material amounts require the prior approval of management bodies. The use of other derivative instruments is contingent upon the express prior approval of the Board of Directors.

 

To finance its activities, the Company resorts to the capital markets, both locally and internationally, and based on the indebtedness profile it is seeking, part of the debt is pegged to foreign currency, basically to the US dollar, which causes Management to seek hedging for debt through derivative financial instruments.

 

To contract derivative financial instruments for hedging within the internal control structure, the following policies are adopted:

 

·           ongoing calculation of exchange exposure that occurs by analyzing assets and liabilities exposed to foreign currency, under the following terms:(i) trade receivables and payables in foreign currency; (ii) cash and cash equivalents and debts in foreign currency considering the maturity of the assets and liabilities exposed to exchange fluctuations;

 

FS-44


·           presentation of the financial position and exchange exposure on a routine basis atof meetings of the Executive Officers and Board of Directors that approve the hedging strategy;

 

·           carrying out derivative hedging transactions only with leading banks, diluting the credit risk through diversification among these banks;

 

·Foreign exchange exposure

The consolidated net exposure as of December 31, 20112013 is as follows:

       
Foreign Exchange Rate Exposure Amounts US$  Amounts EUR  Amounts A$ 
 thousand)  thousand)  thousand) 
Cash and cash equivalents overseas  5,613,908    302,553 
Derivative guarantee margin  217,223     
Trade receivables - foreign market  287,616  7,844   
Other assets  139,219  118   
Total assets  6,257,966  7,962  302,553 
Borrowings and financing  (5,299,622)     
Trade payables  (10,779)  (1,450)   
Other liabilities  (56,479)  (16)   
Total liabilities  (5,366,880)  (1,466)   
Gross exposure  891,086  6,496  302,553 
Notional amount of derivatives contracted  267,856  (90,000)   
Net exposure  1,158,942  (83,504)  302,553 

 

 

 

 

12/31/2013

Foreign Exchange Exposure

 

(Amounts in
US$’000)

 

(Amounts in
€’000)

Cash and cash equivalents overseas

 

4,086,520

 

1,266

Trade receivables - foreign market

 

303,186

 

33,994

Intercompany borrowings

 

154,098

 

78,026

Other assets

 

21,152

 

54,152

Total assets

 

4,564,956

 

167,438

Borrowings and financing

 

-4,589,982

 

-121,041

Trade payables

 

-39,383

 

-2,202

Other liabilities

 

-9,140

 

-16,943

Intercompany borrowings

 

-34,076

 

 

Total liabilities

 

-4,672,581

 

-140,186

Gross exposure

 

-107,625

 

27,252

Notional amount of derivatives contracted

 

403,000

 

-90,000

Net exposure

 

295,375

 

-62,748

FS-45


table of contents

Gains and losses on these transactions are consistent with the policies and strategies defined by management.

 

·            Exchange swap transactions

 

The Company carries out exchange swap transactions in order to hedge its assets and liabilities against any fluctuations in the US dollar-real parity.

and euro-real parities. This hedge through exchange swaps provides the Company, through the long position of the contract, with a forward rate agreement (FRA) gain on the exchange coupon, which at the same time improves our investment rates and reduces the cost of our funding in the international market.

 

As of December 31, 2011,2013, the Company had a longconsolidated position in exchange swap of US$367,856 thousand (US$1,249,529 thousandthese contracts is as follows:

        

 

 

 

 

12/31/2013

   

 

 

 

 

12/31/2012

 

12/31/2013

        

Appreciation (R$)

 

Fair value (market)

   

Appreciation (R$)

 

Fair value (market)

 

Impact on finance income (cost) in 2013

Counterparties

 

Transaction maturity

 

Functional currency

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Santander

 

2/1/2015

 

US dollar

 

10,000

 

26,512

 

-22,633

 

3,879

 

10,000

 

22,686

 

-20,946

 

1,740

 

2,139

Goldman Sachs

 

1/4/2014

 

US dollar

 

10,000

 

23,697

 

-22,799

 

898

         

898

HSBC

 

1/4/2014

 

US dollar

 

90,000

 

213,306

 

-205,171

 

8,135

 

 

 

 

 

 

 

 

 

8,135

Total dollar-to-CDI swap

   

110,000

 

263,515

 

-250,603

 

12,912

 

10,000

 

22,686

 

-20,946

 

1,740

 

11,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

7/5/2014

 

US dollar

 

60,000

 

141,019

 

-141,359

 

-340

         

-340

Itaú BBA

 

5/7/2014 to 5/14/2014

 

US dollar

 

25,000

 

58,734

 

-58,485

 

249

 

 

 

 

 

 

 

 

 

249

HSBC

 

7/5/2014

 

US dollar

 

153,000

 

359,599

 

-360,487

 

-888

         

-888

HSBC

 

5/7/2014 to 5/14/2014

 

US dollar

 

55,000

 

129,244

 

-128,862

 

382

 

 

 

 

 

 

 

 

 

382

Total dollar-to-real swap (NDF)

   

293,000

 

688,596

 

-689,193

 

-597

 

 

 

 

 

 

 

 

 

-597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BES

 

3/31/2014 to 4/24/2014

 

US dollar

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

Total dollar-to-euro swap

 

 

 

11,801

 

27,878

 

-27,861

 

17

 

44,392

 

90,687

 

-94,928

 

-4,241

 

4,035

                       

Itaú BBA

 

02/19/2014

 

Euro

 

30,000

 

94,858

 

-96,632

 

-1,774

 

40,000

 

51,793

 

-52,876

 

-1,083

 

-2,534

HSBC

 

02/19/2014

 

Euro

 

30,000

 

94,900

 

-96,632

 

-1,732

 

25,000

 

32,373

 

-33,047

 

-674

 

-8,097

Goldman Sachs

 

02/19/2014

 

Euro

 

30,000

 

94,880

 

-96,632

 

-1,752

 

25,000

 

32,363

 

-33,047

 

-684

 

-2,559

Total dollar-to-euro swap (NDF)

   

90,000

 

284,638

 

-289,896

 

-5,258

 

90,000

 

116,529

 

-118,970

 

-2,441

 

-13,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank

 

12/12/2013

 

Yen

         

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

Total yen-to-dollar swap

 

 

 

 

 

 

 

 

 

 

 

59,090,000

 

237,526

 

-236,965

 

561

 

-5,374

                       

CSFB

 

12/2/2014

 

Real

 

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

Total LIBOR-to-CDI interest rate swap

   

21,500

 

36,526

 

-36,862

 

-336

 

64,500

 

109,540

 

-110,226

 

-686

 

-4,268

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

1/3/2016

 

Real

 

150,000

 

152,610

 

-159,712

 

-7,102

         

-7,102

HSBC

 

2/5/2016 to 3/1/2016

 

Real

 

185,000

 

187,395

 

-197,157

 

-9,762

 

 

 

 

 

 

 

 

 

-9,762

Deutsche Bank

 

1/3/2016

 

Real

 

10,000

 

10,114

 

-10,625

 

-511

         

-511

Fixed rate-to-CDI interest rate swap

 

 

 

345,000

 

350,119

 

-367,494

 

-17,375

 

 

 

 

 

 

 

 

 

-17,375

                       

 

 

 

 

1,651,272

 

-1,661,909

 

-10,637

 

 

 

576,968

 

-582,035

 

-5,067

 

-25,597

·Classification of December 31, 2010) where we received,the derivatives in the long position, exchange rate change plus 3.4541% per year on average (in 2010, exchange rate change plus 2.29% per year),balance sheet and paid 100%statement of CDI, in the short positionincome

FS-46


table of contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Instruments

 

Assets

 

Liabilities

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

9,033

 

3,879

 

12,912

 

 

 

 

 

 

 

11,172

Dollar-to-euro swap (NDF)

       

5,258

   

5,258

 

-13,190

Yen-to-dollar swap (*)

 

 

 

 

 

 

 

 

 

 

 

 

 

-5,374

Dollar-to-euro swap

 

17

   

17

       

4,035

Dollar-to-real swap (NDF)

 

631

 

 

 

631

 

1,228

 

 

 

1,228

 

-597

Libor-to-CDI swap

       

336

   

336

 

-4,268

Fixed rate-to-CDI swap

 

 

 

 

 

 

 

 

 

17,375

 

17,375

 

-17,375

  

9,681

 

3,879

 

13,560

 

6,822

 

17,375

 

24,197

 

-25,597

               
              

12/31/2012

Instruments

 

Ativo

 

Passivo

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

1,740

 

 

 

1,740

 

 

 

 

 

 

 

8,301

Dollar-to-euro swap (NDF)

       

2,441

   

2,441

 

-5,116

Yen-to-dollar swap

 

237,526

 

 

 

237,526

 

236,965

 

 

 

236,965

 

307

Dollar-to-euro swap

       

4,241

   

4,241

 

-8,065

Libor-to-CDI swap

 

 

 

 

 

 

 

686

 

 

 

686

 

-9,166

  

239,266

 

 

 

239,266

 

244,333

 

 

 

244,333

 

-13,739

(*) The positions of the swap transactions were settled on December 12, 2013, together with its guarantee deposit.

Dollar-to-CDI exchange swap contract.

 

As of December 31, 20112013 the Company held a short position in a foreign exchange swap of US$100,000 thousand,110,000,000, where we paid foreignit receives exchange changedifferences plus interest of 2.39%3.5% per year on average in the short position and receivedpays 100% of CDI in the longshort position of the foreign exchange swap.

As of December 31, 2011, the consolidated position of these contracts is as follows:

 

a) Outstanding transactionsDollar-to-real swap (NDF)            

 

·The Company conducted NDF (Non Deliverable Forward) transactions for the purpose of ensuring the forward purchase of US dollars, which are settled, without physical delivery, by the difference in contracted R$/US$ buy parity against the R$/US$ sell parity, with is the Sale Ptax T-1 to maturity. The transactions are contracted with prime financial institutions, on the over-the-counter market, and allocated to the exclusive funds.

US dollar-to-realdollar-to-Euro exchange swap

 

FS-45


           
    12/31/2011 
      Appreciation (R$)  Fair value 
 Counterparties   Transaction maturity  Notional (US$ thousand)   Asset position  Liability position  Amount receivable / (payable) 
JP Morgan  2/1/2012 to 3/1/2012  9,981  19,127  (18,556)  571 
HSBC  4/22/2012 to 6/15/2012  101,317  192,919  (176,554)  16,365 
Société Générale  02/1/2012 to 8/2/2012  16,635  30,554  (29,362)  1,192 
Bradesco  8/1/2012  3,327  6,279  (5,743)  536 
Banco do Brasil  7/2/2012 to 9/3/2012  6,654  12,605  (12,413)  192 
Santander  2/1/2012 to 1/2/2015  14,990  28,900  (28,416)  484 
Goldman Sachs  1/2/2015  190,000  371,174  (352,514)  18,660 
Banco de Tokyo  12/15/2016  24,952  46,980  (47,960)  (980) 
    367,856  708,538  (671,518)  37,020 
 
    12/31/2010 
      Appreciation (R$) Fair value 
       (market) 
 Counterparties   Transaction maturity  Notional (US$ thousand)   Asset position  Liability position  Amount (payable) 
 
JP Morgan  11/1/2011 to '3/1/2012  6,654  11,078  (11,170)  (92) 
HSBC  1/3/2011  223,000  372,794  (385,900)  (13,106) 
Société Générale  2/1/2011 to '12/1/2011  23,289  39,687  (50,254)  (10,567) 
Pactual  7/1/2011  3,327  5,847  (8,573)  (2,726) 
Deutsche Bank  1/3/2011 to 2/1/2011  265,000  443,143  (468,544)  (25,401) 
Santander  1/3/2011 to 1/2/2015  131,625  220,951  (239,169)  (18,218) 
Goldman Sachs  1/3/2011 to 1/2/2015  130,000  215,302  (224,658)  (9,356) 
Itau BBA  1/3/2011 to 12/1/2011  466,634  779,802  (809,381)  (29,579) 
    1,249,529  2,088,604  (2,197,649)  (109,045) 

·Real-to-US dollar exchange swap

           
    12/31/2011 
      Appreciation (R$) Fair value 
       (market) 
  Transaction  Notional (US$  Asset  Liability  Amount 
Counterparties  maturity   thousand)  position  position  (payable) 
Santander  2/1/2012  (70,000)  130,266  (130,787)  (521) 
Goldman Sachs  2/1/2012  (30,000)  55,704  (56,030)  (326) 
    (100,000)  185,970  (186,817)  (847) 

·Iene-to-US dollar exchange swap 

FS-46


           
    12/31/2011 
      Appreciation (R$) Fair value 
       (market) 
  Transaction    Asset  Liability  Amount 
Counterparties  maturity   Notional (iene)  position  position  receivable 
Deutsche Bank  12/12/2013  59,090,000  374,455  (373,430)  1,025 
    59,090,000  374,455  (373,430)  1,025 
 
 
     12/31/2010 
      Appreciation (R$) Fair value 
       (market) 
 Counterparties  Transaction maturity   Notional (iene)  Asset position  Liability position  Amount receivable/ (payable) 
Deutsche Bank  12/12/2013  59,090,000  254,231  (254,231)   
    59,090,000  254,231  (254,231)   

b) Settled US dollar-realThe subsidiary Lusosider carries out transactions

                   
  Appreciation 2011   Appreciation 2010    

Counterparties

 Notional(US$thousand) Asset position (R$) Liability position(R$) Amount received / (paid) in 2011 Notional(US$thousand) Asset position (R$) Liability position(R$) Fair value in2010 Impact onP&L in 2011
Deutsche Bank 2,352,000 3,809,284 (3,927,022) (117,738) 265,000 443,143 (468,544) (25,401) (92,337)
Goldman Sachs 100,000 2,978,316 (2,975,695) 2,621 100,000 167,243 (173,031) (5,788) 8,409
HSBC 1,843,000 3,022,397 (3,092,542) (70,145) 223,000 372,794 (385,900) (13,106) (57,039)
Itau BBA 809,635 1,345,353 (1,380,319) (34,966) 466,635 779,802 (809,378) (29,576) (5,390)
Santander 246,625 412,585 (434,164) (21,579) 121,625 204,241 (221,856) (17,615) (3,964)
BTG Pactual 3,327 5,542 (9,050) (3,508) 3,327 5,847 (8,573) (2,726) (782)
Société Générale 23,289 41,093 (52,363) (11,270) 23,289 39,687 (50,255) (10,568) (702)
JP Morgan 3,327 5,737 (6,075) (338) 6,654 11,078 (11,170) (92) (246)
Bradesco 1,663 3,143 (2,755) 388         388
  5,382,866 11,623,450 (11,879,985) (256,535) 1,209,530 2,023,835 (2,128,707) (104,872) (151,663)

with derivatives to hedge its exposure against the euro-dollar fluctuation.

 

The position of outstanding transactions was recorded in the Company’s assets and liabilities and totals R$37,020 in assets and R$847 in liabilities as of December 31, 2011 (R$109,045 in liabilities as of December 31, 2010) and its effects are recognized in the Company’s finance income (costs) as loss totaling R$115,490 as of December 31, 2011 (loss of R$231,673 as of December 31, 2010) (see Note 26).

·Euro-to-US dollarUS dollar-to-Euro exchange swap (NDF)

 

In addition to the swaps above, the Company also contracted NDFs (non-deliverable forwards) to hedge its euro-denominated assets. Basically the Company contracted financial derivatives for its euro-denominated assets, where it will receive the difference between the US dollar exchange rate change for the period, multiplied by the notional amount (long position) and pay the difference between the exchange rate change in euro for the period on the notional euro amount on the contract date (short position).In. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparties prime financial institutions, contracted under the exclusive funds.

 

As of December 31, 2011, the consolidated position of these contracts was as follows:

 

a) Outstanding transactions

FS-47


           
      12/31/2011 
      Appreciation (R$)  Fair value (market) 
    Notional (EUR  Asset  Liability  Amount 
Counterparties  Transaction maturity  thousand)  position  position  receivable 
HSBC  1/12/2012  25,000  51,469  (48,556)  2,913 
Deutsche Bank  1/12/2012  25,000  51,521  (48,556)  2,965 
Goldman Sachs  1/12/2012  40,000  128,761  (121,389)  7,372 
    90,000  231,751  (218,501)  13,250 
 
 
      12/31/2010 
      Appreciation (R$)  Fair value (market) 
    Notional (EUR  Asset  Liability  Amount 
Counterparties  Transaction maturity  thousand)  position  position  receivable 
HSBC  1/20/2011  15,000  34,029  (33,424)  605 
Deutsche Bank  1/20/2011  25,000  56,648  (55,707)  941 
Goldman Sachs  1/20/2011  50,000  113,295  (111,415)  1,880 
    90,000  203,972  (200,546)  3,426 

b) Settled transactions

                   
  Appreciation 2011   Appreciation 2010    
Counterparties Notional (EUR thousand)  Asset position (R$) Liability position (R$) Received / (paid) in 2011 Notional (EUR thousand) Asset position (R$) Liability position (R$) Fair value in 2010 Impact on P&L in 2011
 
Deutsche Bank  210,000  475,582  (481,504)  (5,922)  25,000  56,648  (55,707)  941  (6,863) 
Goldman Sachs  140,000  321,800  (319,448)  2,352  50,000  113,295  (111,415)  1,880  472 
HSBC  15,000  34,029  (33,413)  616  15,000  34,029  (33,424)  605  11 
Itau BBA  85,000  199,820  (197,116)  2,704          2,704 
  450,000  1,031,231  (1,031,481)  (250)  90,000  203,972  (200,546)  3,426  (3,676) 

The position of outstanding transactions was recognized in the Company’s assets and totals R$13,250 as of December 31, 2011 (R$3,426 in assets as of December 31, 2010) and its effects are recognized in the Company’s finance income (costs) as a gain totaling R$9,574 as of December 31, 2011 (loss of R$6,763 as of December 31, 2010) (see Note 26).

·Real-Commercial U.S. Dollar Exchange Rate Futures

It seeks to hedge foreign-denominated liabilities against the real fluctuation. The Company may buy or sell commercial U.S. dollar futures on the Commodities and Futures Exchange (BM&F) to mitigate the foreign exchange exposure of its US dollar-denominated liabilities. The specifications of the Real-U.S. dollar exchange rate futures contract, including detailed explanation on the contract’s features and the calculation of daily adjustments, are published by the BM&F and disclosed on its website (www.bmf.com.br).In 2011, the Company did not contract U.S. dollar futures transactions.Throughout 2010, the Company paid R$179,564 and received R$259,490 in adjustments, thus with a gain of R$79,926.Gains and losses from these contracts are directly related to the foreign exchange fluctuations.

·Other derivatives

The subsidiary Lusosider carries out transactions with derivatives to hedge its exposure against the euro-dollar fluctuation. As of December 31, 2011, the gross position was US$35,352 thousand and the net position was US$144 thousand (including the derivatives below).

FS-48


           
    12/31/2011 
Counterparties  Transaction maturity  Notional (US$  thousand)  Appreciation (R$) Fair value (market) 
   Asset position  Liability position  Amount receivable 
BES  4/30/2012  20,208  38,017  (34,049)  3,968 
BNP  1/31/2012  15,000  28,219  (25,453)  2,766 
    35,208  66,236  (59,502)  6,734 

The position of outstanding transactions was recognized in the Company’s assets and totals R$6,734 as of December 31, 2011.

On September 26, 2011, the subsidiary Tecon settled its derivative transactions used to hedge its exposure to Real-Yen fluctuation, the notional amount of which was JPY 2,390,398 (outstanding short position of R$8,042 as of December 31, 2010).

Gains or losses on these transactions as of December 31, 2011 are consolidated into the Company’s finance income (costs) as a gain totaling R$16,501 (loss of R$8,388 in 2010) (see Note 26).

·Sensitivity analysis of the US dollar-to-real exchange swap

The sensitivity analysis is based in the assumption of maintaining, as a probable scenario, the fair values as of December 31, 2011 recognized in assets, amounting to R$37,020 and in liabilities, amounting to R$847.The Company considered the scenarios below for the real-dollar parity volatility.

- Scenario 1: (25% real appreciation) R$-US$ parity of 1.4069;

- Scenario 2: (50% real appreciation) R$-US$ parity of 0.9379;

- Scenario 3: (25% real depreciation) R$-US$ parity of 2.3448;

- Scenario 4: (50% real depreciation) R$-US$ parity of 2.8137.

             
  12/31/2011 
    Reference         
    value (US$         
  Risk  thousand)  Scenario 1  Scenario 2  Scenario 3  Scenario 4 
 
    1.8758  1.4069  0.9379  2.3448  2.8137 
 
Net currency swap  US dollar fluctuation  267,856  (125,611)  (251,222)  125,611  251,222 
 
Exchange position functional currency BRL  US dollar fluctuation  891,086  (417,875)  (835,749)  417,875  835,749 
(not incluing exchange derivatives above)             
 
Consolidated exchange position  US dollar fluctuation  1,158,942  (543,486)  (1,086,971)  543,486  1,086,971 
(including exchange derivatives above)             

·Sensitivity analysis of the euro-to-dollar exchange swap

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values as of December 31, 2011 recognized in assets, amounting to R $13,250.The Company considered the scenarios below for the real-euro parity volatility.

- Scenario 1: (25% real appreciation) R$-euro parity of 1.8257;

- Scenario 2: (50% real appreciation) R$-euro parity of 1.2171;

- Scenario 3: (25% real depreciation) R$-euro parity of 3.0428;

FS-49


- Scenario 4: (50% real depreciation) R$-euro parity of 3.6513.

             
  12/31/2011 
    Reference         
  Risk  value (EUR  Scenario 1  Scenario 2  Scenario 3  Scenario 4 
    thousand)         
 
    2.4342  1.8257  1.2171  3.0428  3.6513 
 
Net currency swap  euro fluctuation  (90,000)  54,770  109,539  (54,770)  (109,539) 
 
Exchange position functional currency BRL  euro fluctuation  6,496  (3,954)  (7,907)  3,954  7,907 
(not incluing exchange derivatives above)             
 
Consolidated exchange position  euro fluctuation  (83,504)  50,816  101,632  (50,816)  (101,632) 
(including exchange derivatives above)             

·Sensitivity analysis of exchange exposure to australian dollar

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values as of December 31, 2011.The Company considered the scenarios below for the real-australian dollar parity volatility.

- Scenario 1: (25% real appreciation) R$-A$ of 1.4337;

- Scenario 2: (50% real appreciation) R$-A$ of 0.9558;

- Scenario 3: (25% real depreciation) R$-A$ parity of 2.3895;

- Scenario 4: (50% real depreciation) R$-A$ parity of 2.8674.

             
  12/31/2011 
    Reference         
  Risk  value (A$  Scenario 1  Scenario 2  Scenario 3  Scenario 4 
    thousand)         
 
    1.9116  1.4337  0.9558  2.3895  2.8674 
 
Exchange position functional currency BRL  Australian dollar fluctuation  302,553  (144,590)  (289,180)  144,590  289,180 

·Sensitivity analysis of exchange dollar-to-euro swap

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values as of December 31, 2011 recognized in assets, amounting to R $6,734.The Company considered the following scenarios for the real-euro parity volatility.

- Scenario 1: (25% real appreciation) euro-dollar parity of 0.9856;

- Scenario 2: (50% real appreciation) euro-dollar parity of 0.6571;

- Scenario 3: (25% real depreciation) euro-dollar parity of 1.6426;

- Scenario 4: (50% real depreciation) euro-dollar parity of 1.9712.

FS-50


             
  12/31/2011 
    Reference         
  Risk  value (US$  Scenario 1  Scenario 2�� Scenario 3  Scenario 4 
    thousand)         
    1.3141  0.9856  0.6571  1.6426  1.9712 
 
Net currency swap  US dollar fluctuation  35,208  (11,567)  (23,133)  11,567  23,133 
 
Exchange position functional currency EUROUS dollar fluctuation  (35,352)  11,614  23,228  (11,614)  (23,228) 
(not incluing exchange derivatives above)             
 
Consolidated exchange position  US dollar fluctuation  (144)  47  95  (47)  (95) 
(including exchange derivatives above)             

·Interest rate risk

Short- and long-term liabilities to indexed to floatinginterest rate and inflation indices. Due to this exposure, the Company undertakes derivative transactions to better manage these risks.

·Interest rate swap transactions (LIBOR to CDI)

 

FS-47


The objective of these transactions is to hedge transactions indexed to US dollar LIBOR against fluctuations in Brazilian interest rates. Basically, the Company carried out swaps of its obligations indexed to the LIBOR, in which it receives interest of 1.25% p.a. on the notional value of the dollar (long position) and pays 96% of the CDI on the notional amount in reais atof the contract date (short position).The notional amount of this swap as of December 31, 2011 is US$107,500 thousand,, hedging an export prepayment transaction inof the same amount. The gains and losses on these contracts are directly related to fluctuations in exchange rates (US$) and interest rates (LIBOR and CDI).In. In general, these are transactions conducted in the Brazilian over-the-counter market that have as a counterparty a prime financial institution.

 

As of December 31, 2011, the position of these contracts is as follows:Interest rate swap transactions (Fixed rate to CDI)

 

a)OutstandingIts purpose is to peg obligations subject to a fixed rate to the fluctuation of the average interest rate of the one-day interbank deposits (CDI), calculated and disclosed by CETIP. Basically, the Company carried out swaps of its obligations indexed to the fixed rate, in which it receives interest on the notional amount (long position) and pays 100% of the CDI on the notional amount in reais of the contract date (short position). The gains and losses on this contract are directly related to CDI variation. In general, these are transactions

           
    12/31/2011 
    Notional       
    (US$  Appreciation (R$)  Fair value 
    thousand)      (market) (R$) 
Counterparties  Transaction maturity  2011  Long position  Short position  Amount payable 
CSFB  2/13/2012  107,500  182,432  (184,556)  (2,124) 
 
 
    12/31/2010 
    Notional       
    (US$  Appreciation (R$)  Fair value 
    thousand)      (market) (R$) 
Counterparties  Transaction maturity  2010  Long position  Short position  Amount payable 
CSFB  2/12/2011  150,000  254,575  (257,584)  (3,009) 

b)Settled transactions

FS-51


                     
    Appreciation 2011    Appreciation 2010     
Counterparties Maturity Notional (US$thousand) Long position(R$) Short position(R$) Paid in 2011 Notional(US$ thousand) Long position(R$) Short position(R$) Fair value in2010 Impact onP&L in 2011
CSFB  14/2/2011  150,000  255,238  (260,757)  (5,519)  150,000  254,575  (257,584)  (3,009)  (2,510) 
CSFB  12/5/2011  150,000  255,151  (260,582)  (5,431)          (5,431) 
CSFB  12/8/2011  129,000  219,172  (224,641)  (5,469)          (5,469) 
CSFB  14/11/2011  129,000  219,547  (224,607)  (5,060)          (5,060) 
    558,000  949,108  (970,587)  (21,479)  150,000  254,575  (257,584)  (3,009)  (18,470) 

The position of outstanding transactions was recognized conducted in the Company’s liabilities and totals R$2,124 in 2011 (R$3,009 in liabilitiesBrazilian over-the-counter market that have as of December 31, 2010) and its effects were recognized incounterparty a prime financial institution, contracted within the Company’s finance income (costs) as loss totaling R$20,594 (loss of R$18,864 in 2010).exclusive funds.

 

·        Sensitivity analysis of interestexchange rate swaps (LIBOR to CDI)

 

The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the currency, using as reference the closing exchange rate as of December 31, 2013 for dollar-to-real exchange swap R$2.3426, and for dollar-to-euro exchange swap R$1.3773.

          

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

Dollar-to-CDI exchange swap

 

110,000

 

US dollar

 

12,912

 

-64,422

 

-128,844

           

Total dollar-to-euro swap (NDF)

 

-90,000

 

Euro

 

5,258

 

72,595

 

145,192

           

Euro-to-dollar exchange swap

 

11,801

 

US dollar

 

17

 

-13,109

 

-26,222

           

Dollar-to-real swap (NDF)

 

293,000

 

US dollar

 

597

 

-171,595

 

-343,191

(*) The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fairmarket values as of December 31, 20112013 recognized in liabilities, amounting to R$2,124.Theliabilities.

·Sensitivity analysis of interest rate swaps

The Company considered scenarios 1, 2, 3 and 4 as 25% and 50% of appreciation and devaluation for volatility of the following scenarios for the LIBOR (US$) and CDI interest rates volatility.

             
  12/31/2011
  Notional (US$ thousand) Risk 25% 50% 25% 50%
LIBOR-to-CDI interest rate swap  107,500  (Libor) US$  (25,586) (30,176) 25,586 30,176

as of December 31, 2013.

  

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

 

           

LIBOR-to-CDI interest rate swap

 

21,500

 

(Libor) US$

 

-9,849

 

-11,725

 

9,849

 

11,725

 

 

    

 

 

 

    

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

-11,428

 

-19,855

 

5,425

 

13,852

·Interest rate risk

Short- and long-term liabilities indexed to floating interest rate and inflation indices. Due to this exposure, the Company undertakes derivative transactions to better manage these risks.

 

·        Sensitivity analysis of changes in interest rates

 

FS-48


The Company considers the effects of a 5% increase or decrease in interest rates on its outstanding borrowings, financing and debentures as of December 31, 20112013 in the consolidated financial statements.

       
    Impact on profit or loss
Changes in interest rates  % p.a.  12/31/2011   12/31/2010
TJLP  6.00  1,372  6,465 
Libor  0.81  7,941  7,102 
CDI  10.87  72,607  42,103 

    

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

TJLP

 

5.00

 

2,521

 

8,409

Libor

 

0.35

 

5,725

 

6,535

CDI

 

9.77

 

71,507

 

49,566

 

·        Share market price risks

 

The Company is exposed to the risk of changes in equity prices due to the investments made and classified as available-for-sale. Equity investments refer to blue chips traded on BM&F BOVESPA.

 

The following table summarizesshows the impact of the net changes in pricesthe market value of financial instruments classified as available-for-sale on profit or loss for the year andshareholders' equity, in other comprehensive income:

         
  Profit (loss) for the year  Other comprehensive income 
  12/31/2011  12/31/2010  12/31/2011  12/31/2010 
Net change in the fair value of financial  instruments classified as available for sale  (621,312)  515,573  (767,015)  552,461 

income.

 

On April 20, 2011, the Company sold 100% of its equity interest held in Riversdale’s share capital, corresponding to 47,291,891 shares at the price of A$16.50 per share, totaling a gain of R$698,164.

       
  

Other comprehensive income

  

12/31/2013

 

12/31/2012

 

Net change

Net change in available-for-sale financial assets

 

779,526

 

732,141

 

47,385

 

The Company considers as probable scenario the amounts recognized at market pricesvalues as of December 31, 2011.2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2011.2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered the following scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the shares:shares.

FS-52


 

- Scenario 1: (25% appreciation of shares);

- Scenario 2: (50% appreciation of shares);

- Scenario 3: (25% devaluation of shares);

- Scenario 4: (50% devaluation of shares);

           
  Impact on profit and equity
Companies  Probable  25%  50%  25%  50% 
Usiminas  (767,924)  509,296  1,018,593  (509,296)  (1,018,593) 
Panatlântica  909  2,663  5,326  (2,663)  (5,326) 
  (767,015)  511,959  1,023,919  (511,959)  (1,023,919) 

  

 

Impact on equity

Companies

 

Probable

 

Scenario 1

 

Scenario 2

Usiminas

 

772,190

 

199,711

 

399,421

Panatlântica

 

7,336

 

2,947

 

5,894

 

 

779,526

 

202,658

 

405,315

 

·        Credit risks

 

The exposure to credit risks of financial institutions is in line with the parameters established in the financial policy.Thepolicy. The Company adopts the practice of analyzing in detail the financial position of its customers and suppliers, establishing a credit limit and conducting ongoing monitoring of the outstanding balance.

 

As regards short-term investments, the Company only makes investments in institutions with low credit risk as rated by credit rating agencies. As part of the funds is invested in reporepos (repurchase agreements) backed by Brazilian government bonds, there is also exposure to Brazil’s sovereign risk.

 

·        Capital management

 

The Company manages its capital structure to ensure that it will be capable of providing return to its shareholders and benefits to other stakeholders, and maintain an optimal capital structure to reduce this cost.

 

·Liquidity risk

FS-49


It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of mismatching of terms or volumes between scheduled receipts and payments.

To manage cash liquidity in domestic and foreign currency, assumptions of future disbursements and receipts are established and daily monitored by the treasury area. The payment schedules for the long-term portions of borrowings, financing and debentures are shown in note 12.

The following table shows the contractual maturities of financial liabilities, including accrued interest.

 

 

 

 

 

 

 

 

 

 

At December 31, 2013

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

2,673,648

 

6,391,523

 

11,439,993

 

7,358,058

 

27,863,222

Derivative financial instruments

6,822

 

17,375

     

24,197

Trade payables

1,102,037

       

1,102,037

 

         

At December 31, 2012

         

Borrowings, financing and debentures

2,200,152

 

2,838,954

 

10,248,009

 

14,150,558

 

29,437,673

Derivative financial instruments

244,333

       

244,333

Trade payables

2,025,461

       

2,025,461

V – Margin deposits

 

The Company holds margin deposits totaling R$407,467 (R$254,485426,328 as of December 31, 2010);2012; this amount is invested at Deutsche Bank as guarantee of the derivative financial instrument contracts, specificallybasically swaps between CSN Islands VIII and CSN. This deposit was settled together with the respective swap on December 12, 2013.

 

16.14.  OTHER PAYABLES

 

The group of other payables classified in current and non-current liabilities is comprised as follows:

         
  Current  Non-current 
  Consolidated  Consolidated 
  12/31/2011  12/31/2010  12/31/2011  12/31/2010 
Amounts due to related parties (*)  178,635  148,364  3,094,453  3,028,924 
Unrealized losses on derivatives (Note 15 I)  2,971  116,407  373,430  254,494 
Dividends and interest on capital payable  928,924  631,344     
Advances from customers  23,868  35,361     
Taxes in installments  313,201  656,678  1,910,576  859,898 
Profit sharing - employees  131,755  90,243     
Other payables  149,091  176,555  215,061  178,350 
  1,728,445  1,854,952  5,593,520  4,321,666 

 

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Payables to related parties (Note 19 b)

422,150

 

703,236

 

8,522,685

 

7,758,093

Derivative financial instruments (Note 13 I)

6,822

 

244,333

 

17,375

  

Dividends and interest on capital payable to Company owners (Note 19 a)

  

155,537

    

Dividends and interest on capital payable non-controlling shareholders

2,036

 

146,081

    

Advances from customers

28,213

 

31,062

    

Taxes in installments (Note 16)

247,387

 

166,818

 

1,454,838

 

1,085,079

Profit sharing - employees

121,631

 

7,771

    

Other payables

144,612

 

127,202

 

66,673

 

165,877

 

972,851

 

1,582,040

 

10,061,571

 

9,009,049

FS-53


(*) The nature of transactions with related parties are described in note 4.15.INCOME TAX AND SOCIAL CONTRIBUTION

 

17.(a)  GUARANTEES Income tax and social contribution recognized in profit or loss:

The income tax and social contribution recognized in profit or loss for the year are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution (expenses) income

     

Current

-1,290,755

 

-321,999

 

-136,427

Deferred

1,216,594

 

1,274,207

 

52,542

 

-74,161

 

952,208

 

-83,885

FS-50


The reconciliation of Company and consolidated income tax and social contribution expenses and income and the result from applying the effective rate on profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Profit (loss) before income tax and social contribution

608,155

 

(1,432,782)

 

3,751,119

Tax rate

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

-206,773

 

487,146

 

-1,275,380

Adjustment to reflect effective rate:

     

Interest on capital benefit

255,000

 

 

 

 

Share of profits of investees

     

Income subject to special tax rates or untaxed

227,097

 

444,378

 

1,279,431

Transfer pricing adjustment

-31,404

    

Tax incentives

 

 

 

 

73,134

REFIS effect

-689,299

 

39,256

 

-16,060

Sale of nondeductible securities

 

 

 

 

-189,946

Tax loss carryforwards without recognizing deferred taxes

-166,734

 

-42,683

  

Subsidiaries’ tax credit

550,270

 

 

 

44,434

Other permanent deductions (add-backs)

-12,318

 

24,111

 

502

Income tax and social contribution in profit for the year

-74,161

 

952,208

 

-83,885

Effective tax rate

12%

 

-66%

 

-2%

(b)Deferred income tax and social contribution:

The deferred income tax and social contribution are calculated on income tax and social contribution loss carryforwards and related temporary differences between the tax bases of assets and liabilities and the accounting balances of the financial statements. They are presented at net amounts when related to a sole jurisdiction.

 

Opening balance

Movement

Closing balance

 

12/31/2012

Comprehensive
income

Profit or
loss

Tax
credits
(**)

12/31/2013

Deferred tax assets

 

 

 

 

 

Income tax loss carryforwards

818,705

32,800

289,105

-8,314

1,132,296

Social contribution loss carryforwards

242,606

 

153,390

-6,690

389,306

Acquisition of income tax loss carryforwards (Law 12,865/13 REFIS)

  

401,953

-401,953

 

Acquisition of social contribution tax loss carryforwards (Law 12,865/13 REFIS)

 

 

148,316

-148,316

 

Temporary differences

1,115,768

-77,567

210,724

 

1,248,925

- Provision for tax, social security, labor, civil and environmental risks

171,262

 

36,245

 

207,507

- Provision for environmental liabilities

130,358

 

-12,563

 

117,795

- Asset impairment losses

53,887

 

-437

 

53,450

- Inventory impairment losses

29,638

 

-1,082

 

28,556

- (Gains) losses on financial instruments

47,524

 

-51,349

 

-3,825

- (Gains) losses on available-for-sale financial assets

310,586

-24,410

803

 

286,979

- Actuarial liability (pension and healthcare plan)

157,684

-33,143

7,397

 

131,938

- Accrued supplies and services

55,072

 

36,735

 

91,807

- Allowance for doubtful debts

25,812

 

1,937

 

27,749

- Goodwill on merger

-89,402

-19,996

-13,774

 

-123,172

- Unrealized exchange differences (*)

197,944

 

348,097

 

546,041

- (Gain) on loss of control over Transnordestina

  

-224,096

 

-224,096

- Other

25,403

-18

82,811

 

108,196

Non-current assets

2,177,079

-44,767

1,203,488

-565,273

2,770,527

      

Deferred tax liabilities

 

 

 

 

 

- Business combination

225,965

41,263

-15,119

 

252,109

- Other

12,276

2,435

2,013

 

16,724

Non-current liabilities

238,241

43,698

-13,106

 

268,833

(*) The Company taxes foreign exchange differences on a cash basis to calculate income tax and social contribution.

(**) Use of tax credits on tax loss carryforwards of subsidiaries to settle tax debts as prescribed by Law 12865/13, Art. 40, Par. 7 (REFIS). (See Note 16.)

FS-51


Some Group companies recognized tax credits on income tax and social contribution loss carryforwards not subject to statute of limitations and based on the history of profitability and expected future taxable profits determined in technical studies approved by Management.

Since they are subject to significant factors that may change the projections for realization, the carrying amounts of deferred tax assets and projections are reviewed annually. These studies indicate the realization of these tax assets within the term stipulated by the mentioned instruction and the limit of 30% of the taxable profit.

The estimate of recovery of the deferred income tax and social contribution assets is as follows:

Up to 1 year

380,960

From 1 to 2 years

485,077

From 2 to 3 years

651,435

From 3 to 5 years

4,130

1,521,602

Certain Group companies have tax assets amounting to R$196,461 and R$28,556, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, of which R$37,082 expire in 2015, R$10,982 in 2018 and R$84,324 in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

The Company’s corporate structure includes foreign subsidiaries whose profits are subject to income tax levied by the related countries, recognized at tax rates lower than the prevailing rate in Brazil.

For the years of 2010 to 2013 these subsidiaries generated profits amounting to R$4,027,058, which, tax authorities may understand that have already been distributed, hence, it would be subject to additional taxation in Brazil, in the approximate amount of R$1,300,000 in income tax and social contribution. The Company, based on its legal counsel’s opinion, assessed the likelihood of loss as possible in a potential challenge by tax authorities and, therefore, no provision was recognized in the financial statements.

(c)Income tax and social contribution recognized in shareholders' equity:

The income tax and social contribution recognized directly in shareholders' equity are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

Income tax and social contribution

 

 

 

 

 

Actuarial gains on defined benefit pension plan

33,012

 

66,155

 

54,714

Changes in the fair value on available-for-sale financial assets

-401,574

 

-377,164

 

241,484

Exchange differences on translating foreign operations

-425,510

 

-425,510

 

-425,510

 

-794,072

 

-736,519

 

-129,312

(d)Provisional Measure no. 627 of 2013 (“MP 627/13”)

FS-52


table of contents

On November 11, 2013 the Provisional Measure no.627 (“MP”) was issued to repeal the Transitional Tax Regime (RTT) and introduce other provisions, including: (i) it amends Decree-Law 1,598/77, which addresses the corporate income tax, and the social contribution on net income law; (ii) it establishes that any change in or the adoption of accounting methods and criteria under administrative measures issued based on the jurisdiction attributed by the Commercial Law, after the enactment of this Provisional Act, shall not have any impact on the calculation of federal taxes until a tax law addressing the matter is enacted; (iii) it provides for a specific treatment of the potential taxation of profits or dividends; (iv) it includes provisions on the calculation of interest on capital; and (v) it provides new considerations about investments accounted for by the equity method of accounting. The provisions of Provisional Act 627 are effective from 2015, however, its early irrevocable adoption in 2014 could eliminate the potential tax effects, especially those related to dividends and interest on capital actually paid since 2008 until the Provisional Act issue date.

The Company prepared studies on the possible effects that could arise from the provisions of said Provisional Act and concluded that they would not result in material adjustments to its financial statements for the year ended December 31, 2013.

Management is awaiting the analysis of said Provisional Measure by the Legislative Authority to decide on its possible early adoption in calendar 2014.

(e)Tax incentives

 

The Company is liablegranted by Income Tax incentives based on the legislation in effect, such as:  Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for guaranteesAudiovisual Activities, and Funds for its subsidiariesthe Rights of Children and jointly controlled entities,Adolescents.  As of December 31, 2013, these tax incentives total R$329 (R$237 as follows:

                     
  Currency Maturities Borrowings Tax collections Other Total
      12/31/2011  12/31/2010  12/31/2011  12/31/2010  12/31/2011  12/31/2010  12/31/2011  12/31/2010 
 
Transnordestina  R$  Up to 5/8/2028and undefined 1,358,657  1,145,397  1,800    7,686  5,186  1,368,143  1,150,583 
CSN Cimentos  R$  Up to 11/18/2014and undefined     30,213  32,745  30,097  26,987  60,310  59,732 
Prada  R$  Up to 12/10/2013and undefined     9,958  9,958  2,440  740  12,398  10,698 
Sepetiba Tecon  R$  1/31/2012  700  1,465    15,000    61,519  700  77,984 
Itá Energética  R$  9/15/2013  7,326  9,587          7,326  9,587 
CSN Energia  R$  Up to 12/30/2012and undefined     2,392  1,029  2,336  2,336  4,728  3,365 
Congonhas Minérios  R$  5/21/2018  2,000,000            2,000,000  
Total in R$      3,366,683  1,156,449  44,363  58,732  42,559  96,768  3,453,605  1,311,949 
 
CSN Islands VIII  US$  12/16/2013  550,000  550,000          550,000  550,000 
CSN Islands IX  US$  1/15/2015  400,000  400,000          400,000  400,000 
CSN Islands XI  US$  9/21/2019  750,000  750,000          750,000  750,000 
CSN Islands XII  US$  Perpetual  1,000,000  1,000,000          1,000,000  1,000,000 
Aços Longos  US$  12/31/2011    4,431            4,431 
CSN Resources  US$  7/21/2020  1,000,000  1,000,000          1,000,000  1,000,000 
Total in US$      3,700,000  3,704,431          3,700,000  3,704,431 
Total in R$      6,940,460  6,172,323          6,940,460  6,172,323 
      10,307,143  7,328,772  44,363  58,732  42,559  96,768  10,394,065  7,484,272 

of December 31, 2012).

 

18.16.  TAXES IN INSTALLMENTS

 

In November and December 2013 the Company joined the Tax Recovery Program established by Law 12,865/13 and Law 11,941/09.

The position of the debts arising from these tax installment plans, recorded in taxes in installments in current and non-current liabilities, is as follows:

 

Current

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Federal REFIS Law 11,941/09 (a)

140,446

 

119,977

 

1,001,630

 

998,668

Federal REFIS Law 12,865/13 (a)

27,124

   

384,872

  

Other taxes in installments (b)

79,817

 

46,841

 

68,336

 

86,411

 

247,387

 

166,818

 

1,454,838

 

1,085,079

a)     Tax Recovery Program (REFIS)(Federal Refis) – Law11,941/09 and Law 12,865/13

 

·        Federal REFISNew deadline – Law 11,941/09

 

On November 26, 2009, the Company itsand some subsidiaries and jointly controlled entities joined the Tax Recovery Programs established by Law 11941/11,941/09 and Provisional MeasureAct 470/2009, aimed at settling tax liabilities through a special payment system and installment plan for the settlement of tax and social security obligations. Joining the special tax programs reduced the amount of fines, interest and legal charges previously due.

 

Management’s decision took into consideration matters already judgedWith the new deadline to join the Law11,941/09 tax installment program established by higher courts, as well as the assessment of outsideRFB/PGFN, pursuant to Law 12,865/13, the Company analyzed with its legal counsel regarding the possibility of favorable outcomeslawsuits that could have changed or be subject to new jurisprudence, the Company concluded that some tax debts could be included in the contingencies in progress.new tax installment plan onDecember 27, 2013.

FS-53


·Profits for Foreign Subsidiaries– Law 12,865/13

 

The tax debts enrolled under Provisional Measure 470/09 were payableUnder Article 40 of Law 12,865/13, the federal government allowed the payment in 12 installments starting November 2009.In July 2010, the Company elected to offsetof income tax and social contribution carryforwards againstarising from the last four installmentsapplication of Article 74 ofProvisional Measure2158-35/2001, the installment plan, as allowedso-called Profits for Foreign Subsidiaries, which requires that profits earned by relevant legislation.foreign subsidiaries or associates be taxed at yearend.

 

InThe Company elected to join the amounts corresponding to the assessed period (2004-2009), on November 2009 and February 2010, the debts payable enrolled in the installment plan under Law 11,941/09, already recognized through provisions, were reviewed based on the29, 2013.   

Both programs provide for reductions in debits set forth in special programs, according to the waiver date of administrative appeals or legal proceedings. In the first quarter of 2010, the negative effect beforefines and interest, however, only income tax and social contribution of R$42,365 was accounted for in other operating income and expenses and in finance income (costs) (see Notes 25 and 26).

In June, 2011, the Group companies consolidated the debts enrolled in the tax program set forth by Law 11941/09, payable in 180 SELIC-adjusted installments. As a result of the consolidation, the provision increased R$19,734 in the second quarter of 2011, recognized in line item Finance income (costs) and other expenses, before income tax and social contribution.

FS-54


With respect to judicial deposits linked to REFIS proceedings, the Company obtained a favorable opiniondebt arising from the National Treasury Attorney General’s Office (PGFN)application of Law 12,865/12 could be settled with tax credits claimed on tax loss carryforwards of subsidiaries and the Federal Revenue Service (RFB) onCompany. The tax credit utilized by the treatment given to the excess deposit generated after applicationsubsidiaries total R$565,273, of the reductions obtained forwhich R$550,270 did not have a recognized tax paymentcredit, as shown in cash.

Accordingly, the Company filed a request for offset of the deposit surplus against taxes in installments under the Law 11941 REFIS program with the PGFN. We are awaiting a reply from the PGFN of the intended offset.Note 15.

 

The positionremaining balance was divided into 180 monthly installments adjusted by the SELIC and the amount determined pursuant to Laws 11,941/09 and 12,865/13 is subject to approval by the tax authorities.

The adoption of REFIS debts recorded in taxes inthe programs described above had a negative impact on the Company's profit for the fourth quarter, as shown below: 

Taxes

-805,748

Fines and charges

-569,465

Interest

-519,764

Total

-1,894,977

Discounts

Fines and charges

446,570

Interest

255,102

Utilization of income tax and social contribution credit on tax loss carryforwards

565,273

Total reductions

1,266,945

Total taxes payable

-628,032

Deferred income tax and social contribution on fines and interest

224,769

Net effect on loss (profit)

-403,263

b)Other tax installments in current(regular and non-current liabilities as of December 31, 2011 was R$2,094,741 (R$1,444,207 as of December 31, 2010).other)

The Group companies also joined the Regular social security tax (INSS) installment plan and other plans.

 

19.17.  PROVISIONSPROVISION FOR TAX, SOCIAL SECURITY, LABOR, CIVIL AND CIVILENVIRONMENTAL RISKS AND JUDICIAL DEPOSITS

 

Claims of different nature are being challenged at the appropriate courts. Details of the accrued amounts and related judicial deposits are as follows:

         
  12/31/2011  12/31/2010 
  Judicial deposits  Accrued liabilities  Judicial deposits  Accrued liabilities 
Social security and labor  131,443  284,556  107,100  247,212 
Civil  50,909  94,183  47,216  80,331 
Ambiental    6,906    500 
Tax  1,159,881  94,317  878,309  86,342 
Judicial deposits  26,928    46,160   
  1,369,161  479,962  1,078,785  414,385 
Legal obligations challenged in court:         
Tax         

IPI premium credit 

     1,227,892  1,227,892 

CSLL credit on exports 

   9,016    401,916 

Salary premium for education 

 36,189  33,121  36,189  33,121 

CIDE 

 2,895  3,246  54,211  27,545 

Income tax on ”Plano Verão” 

 345,676  20,892  341,551  20,892 

Other provisions 

 6,893  92,226  36,078  113,552 
  391,653  158,501  1,695,921  1,824,918 
  1,760,814  638,463  2,774,706  2,239,303 
Total current    292,178    222,461 
Total non-current  1,760,814  346,285  2,774,706  2,016,842 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

Tax

259,725

 

87,391

 

178,657

 

99,400

Social security and labor

298,637

 

138,911

 

263,700

 

156,772

Civil

82,143

 

29,022

 

96,705

 

36,109

Environmental

4,262

 

961

 

7,056

  

Judicial deposits

  

8,935

   

11,350

 

644,767

 

265,220

 

546,118

 

303,631

Legal obligations challenged in courts:

       

Tax

       

Salary Premium for education

46,193

 

46,193

 

24,077

 

46,193

Income tax on ”Plano Verão”

20,892

 

366,951

 

20,892

 

348,969

Other provisions

101,331

 

15,350

 

97,157

 

19,233

 

168,416

 

428,494

 

142,126

 

414,395

 

813,183

 

693,714

 

688,244

 

718,026

FS-54


table of contents

 

The changes in the provisionsprovision for contingenciestax, social security, labor, civil and environmental risks in the year ended December 31, 20112013 were as follows:

                 
Current + Non-current  Current 
 
Nature  12/31/2010  Additions  Inflationadjustment  Transfer (*)  Utilization  12/31/2011  12/31/2011  12/31/2010 
Civil  80,831  17,188  24,639    (21,569)  101,089  87,343  57,622 
Labor  188,188  50,383  48,019    (63,570)  223,020  204,615  164,839 
Tax  1,911,260  68,915  24,906  (1,597,659)  (154,604)  252,818  220   
Social security  59,024  28  2,726    (242)  61,536     
  2,239,303  136,514  100,290  (1,597,659)  (239,985)  638,463  292,178  222,461 

           

 

 

 

 

 

 

 

 

 

 

Current + Non-current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

Tax

 

320,783

 

72,980

 

42,475

 

-8,097

 

428,141

Social security

 

43,858

   

3,403

   

47,261

Labor

 

219,842

 

100,304

 

24,924

 

-93,694

 

251,376

Civil

 

96,705

 

6,862

 

2,022

 

-23,446

 

82,143

Environmental

 

7,056

 

3,663

 

964

 

-7,421

 

4,262

  

688,244

 

183,809

 

73,788

 

-132,658

 

813,183

 

(*) The transfers to taxes in installments were made due to the compliance with Law 11,941/09 and refer to the social contribution on exports (CSLL Exportação),COFINS Law 10833/03, CIDE and State VAT (IPI) on exports premium credit.

FS-55


The provisionsprovision for civil, labor, tax, environmental and social security, labor, civil and environmental liabilities werewas estimated by management and areis mainly based on the legal counsel’s assessment. Only proceedings for which the risk is classified as probable loss are accrued. Moreover, these provisions includethis provision includes tax liabilities resulting from contingencies filed by the Company, subject to SELIC (Central Bank’s policy rate).

 

The Company and its subsidiaries are defendants in other administrative and judicial proceedings (labor, civil, tax and environmental), in the approximate amount of R$6,880,921, of which R$525,139 related to civil lawsuits, R$45,078 related to environmental and R$1,114,509 to labor and social security lawsuits. The assessments made by legal counsel define these administrative and judicial proceedings as entailing risk of possible loss and, therefore, no provision was recorded in conformity with Management’s judgment and accounting practices.

As for the tax lawsuits these represent R$5,196,195, and R$1,687,349 from this total refers to the assessment notice issued against the Company for an alleged nonpayment of income tax (IRPJ) and social contribution on net income (CSLL) on profits recognized in the balance sheets of its subsidiaries in Luxembourg. In view of the recent changes in administrative and judicial decisions, our outside legal counsel believes that this decision will not reach the profits recognized and not yet made available by our foreign subsidiaries, subject matter of the assessment notice, in light of the protection granted by the Brazil-Luxembourg treaty. However, because of the current undefined position of administrative and judicial courts, the possibility of an unfavorable outcome was classified as possible.

a) Labor lawsuits

As of December 31, 2011, the Company and its subsidiaries is a defendant in12,993labor lawsuits, for which a provision has been recorded in the amount of R$223,020(R$188,188 asof December 31,2010). Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) as a result of federal government economic plans, health care plan, indemnity contingencies resulting from alleged occupational diseases or on-the-job accidents, and differences in profit sharing from 1997 to 1999 and from 2001 to 2003.

b) Civil lawsuits

Among the civil lawsuits in which the Company is a defendant are claims for compensation. Generally these lawsuits result from on-the-job accidents, occupational diseases and contractual litigation related to the Company’s industrial activities and its subsidiaries. For lawsuits involving civil matters, a provision has been recognized in the amount of R$94,183 as of December 31, 2011 (R$80,331 as of December 31, 2010).

c) Tax lawsuits

 

§I - Income tax and social contribution

 

(i) “Plano“Plano Verão” - The CompanyCSN is claiming the recognition of financial and tax effects on the calculation of income tax and social contribution, related to removal by the government of inflation measured according to the Consumer Price Index (IPC) in January and February 1989, involving a total percentage figure of 51.87% (“Summer Plan”(‘Plano Verão”).

 

In 2004, the lawsuit was terminated with a final and unappealable decision that granted the right to apply the index of 42.72% (January 1989), with the 12.15% already applied to be deducted from this index. The final decision also granted application of the index of 10.14% (February 1989).The. The proceeding is currently at expert discovery stage.

 

As of December 31, 2011,2013, there is an amount of R$345,676366,951 (R$341,551348,969 as of December 31, 2010)2012) deposited in court, classified in a specific account of judicial deposits in long-term receivables, and a provision of R$20,892 (R$20,892 as of December 31, 2010)2012), which represents the portion not recognized by the courts.

FS-55


 

FS-56


(ii) CSLL Export (Social Contribution on Income from Export Revenues) – In February 2004 the Company filed a lawsuit claiming that it should not be subject to paymenttable of CSLL (social contribution) on its export revenues/profits, as well as to obtain court authorization to offset all the amounts of CSLL incorrectly paid on such export revenues/profits since the publication of Constitutional Amendment 33/2001, which provided new wording to article 149, paragraph 2 of the 1988 Federal Constitution (CF/88), by determining that “social contributions shall not be levied on export revenues”.contents

 

Since then the Company was maintaining the CSLL on export revenues/profits in a provision; however, after the STF ruling on Extraordinary Appeal (RE) 564,413 (leading case) in a vote on the non-levy of CSLL on taxpayers’ exports, still not yet published, the Company decided to include this lawsuit in the installment plan established by Law 11941/09 (REFIS).The adjusted amount of the lawsuit included in the installment plan was R$365,466.

§Economic Intervention Contribution (CIDE)

The Company was challenging the legal validity of Law 10168/00, which introduced the collection of CIDE on amounts paid, credited or remitted to non-resident beneficiaries by way of royalties or compensation for agreements involving supply, technical assistance, assignment and licenses for use of trademarks and patents.

The ruling at the lower court was unfavorable and this was upheld by the 2nd Region TRF (Federal regional Court).The Company filed Appeals for Declaratory Judgment, which were dismissed, and an extraordinary appeal was filed with the STF, admissibility of which is presently awaiting the higher court’s decision.

In view of the unfavorable decisions and the benefits involving reduction in fines and interest, the Company’s Board of Directors approved including the amounts covered by the court litigation in the tax recovery program introduced by Law 11941/2009.

After application of the benefits of this program, the Company maintains judicial deposits in the amount of R$6,200, of which R$2,895 involves excess deposits after application of the REFIS reductions that may be offset converted into income. As of December 31, 2011 there is a provision recognized in the amount of R$3,246 (R$3,246 as of December 31, 2010), including legal charges.

§II - Salary premium for education – “Salá- "Salário Educação”o"

 

The CompanyCSN has filed a lawsuit challenging the constitutionality of the salary premium for education and for discussing the possibility of recovering the amounts paid in the period from January 5, 1989 to October 16, 1996. The lawsuit was unsuccessful, and the TRF upheld the decision unfavorable to CSN, a decision that is final and unappealableunappealable.

 

In view of the final and unappealable decision, CSN tried to make payment of the amount due, though the FNDE and INSS did not reach an agreement as to which agency should receive it. They also required that the amount should be paid along with a fine, with which the Company did not agree.

 

Lawsuits were then filed challenging the above events, with judicial deposit of the amounts involved in the lawsuits. In the first lawsuit, the lower court partly accepted the Company’s request, with the judge deducting the fine, but upholding the SELIC rate, with counterarguments against the defendant’s appeal against the SELIC rate.

 

TheAs of December 31, 2013 the accrued amount and judicial deposittotals R$46,193 (R$24,077 as of December 31, 2011 totals2012) and the judicial deposit amounts to R$33,12146,193 (R$33,12146,193 as of December 31, 2010)2012).

 

§On-the-job accident insuranceIII - SATOther

 

The Company is challenging in court the increase in the SAT rate from 1% to 3% (first lawsuit), and is also challenging the increase in SAT for purposes of the Special Retirement Contribution, which was set at 6%, according to legislation applicable to employees exposed to toxic material (second lawsuit).

FS-57


As regards the first lawsuit mentioned above, the lower court decision was unfavorable and the lawsuit is now being judged by the 2nd Region TRF. With respect to the second lawsuit, its decision was unfavorable to the Company and the amount due in this lawsuit, R$33,077, was deposited in court, in favor of the INSS (National Institute of Social Security).

The accrued amount as of December 31, 2011 totals R$61,536 (R$59,024 as of December 31, 2010), which includes legal charges and refers exclusively to the lawsuit related to the increase from 1% to 3% for all the Company’s locations and its subsidiary Cia Metalúrgica Prada’s locations.

In view of the likelihood of loss in this court challenge, the CSN Board of Directors approved including the amount relating to this matter in the installment payment program under Law 11941/2009.Due to joining the REFIS and waiver of the lawsuit challenging the rate increase from 1% to 3%, CSN included the unassessed period in the Ordinary Installment Payment Program, in 60 stallments.

§IPI export premium credit

The tax legislation allowed Brazilian companies to recognize a federal VAT (IPI) premium credit until 1983, when by executive order from the government these benefits were cancelled and it was no longer permitted to utilize these credits.

The Company challenged the constitutionality of this act and filed a lawsuit claiming the right to utilize the IPI premium credit on exports from 1992 to 2002, since only laws passed by the legislature can cancel or revoke benefits granted by past legislation.

On August 13, 2009, the STF rendered a decision, with general repercussion, determining that the IPI premium credit was only in effect through October 1990.Accordingly, the credits accrued after 1990 were not recognized and, in view of this STF decision, the Company’s Board of Directors approved including this matter in the tax recovery program for tax debts introduced by Provisional Measure 470/09 and Law 11941/09, which entails benefits in terms of reduction of fines, interest and legal charges.

The Company maintained a provision for the amount of the credits already offset, plus late payment charges through September 30, 2009.The new amount of debt after application of the reductions prescribed in the program under Law 11941/09 was offset against the judicial deposits related to these lawsuits, resulting in excess deposits in the amount of R$516 million after application of the REFIS reductions, which can be refunded.

The debts under Provisional Measure (MP) 470/09 were paid in 12 installments as from November 2009, with the last four installments being replaced by the use of the income tax and social contribution tax loss carryforwards, in the manner provided by relevant legislation.

§Other 

The Company has also recognized provisions for lawsuits relating to INSS, FGTS Complementary Law 110, COFINS Law 10833/03, PIS Law 10637/10,637/02 and PIS/COFINS - Manaus Free Trade Zone, totaling R$90,703101,331 as of December 31, 20113012 (R$84,36797,157 as of December 31, 2010)2012), which includes legal charges.

 

With respect tob) Payroll and related taxes

As of December 31, 2013, the COFINS Law 10833/03 debt, the Board of Directors approved inclusion of the related amountsGroup is a defendant in the tax recovery program under Law 11941/09.The Company maintained9,067 labor lawsuits, for which a provision for the amount of these credits already offset, plus late payment charges through September 30, 2009.

The new amount of debts after application of the reductions allowed under the program of Law 11941/09 was offset against judicial deposits related to these lawsuits, resulting in excess depositshas been recorded in the amount of R$9,141 after application251,376 (R$219,842 as of December 31, 2012). Most of the REFIS reductions,claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) as a result of federal government economic plans, health care plan, indemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and differences in profit sharing from 1997 to 1999 and from 2001 to 2003.

c) Civil lawsuits

Among the civil lawsuits in which may be refunded.the Company is a defendant are claims for compensation. Generally these lawsuits result from on-the-job accidents, occupational diseases and contractual litigation related to the industrial activities of the Group, real estate actions, healthcare plan, and reimbursement of costs incurred in labor courts. For lawsuits involving civil matters, a provision has been recognized in the amount of R$82,143 as of December 31, 2013 (R$96,705 as of December 31, 2012).

 

d) Other

FS-58


 

§ Competition 

 

On June 14, 2010, the Regional Federal Court of Brasília rejected the annulment action filed by CSN against CADE, (The Anti-Trust Board), which aimed at annulling its fine for the alleged infringements laid down in Articles 20 and 21, I, of Law 8884/1984.The8,884/1984. The Company filed appropriate appeals against this decision, which were dismissed, resulting in the filing of a Motion for Clarification,clarification, which is pending judgment.  The collection of the R$65,292 fine is suspended by a Court decision, which stays the collection as from the date CSN issued a guarantee letter. This actionproceeding is classified as risk of possible loss.

              

§ Environmental 

 

The environmental administrative/judicial proceedings filed against the Company include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities andpublic civil actions claimclaiming regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. The environmental proceedings total R$6,9064,262 (R$5007,056 as of December 31, 2010)2012).

FS-56


table of contents

In July 2012 the Company received a legal notice in the lawsuit filed by the State Attorney's Office of the State of Rio de Janeiro, related to Volta Grande IV district in the city of Volta Redonda-RJ, claiming, among others, the removal of two industrial waste cells and 750 (seven hundred and fifty) homes. This lawsuit is classified as probable loss risk, but there is not an estimated amount due to the illiquidity of the claims.

As a result of the lawsuit mentioned in the paragraph above, after August 2012 the Company received legal notices related to some lawsuits filed by one of the dwellers of the Volta Grande IV district, who claims the payment of compensation for property damages and pain and suffering, whose amounts are illiquid at the moment, and this lawsuit is classified as possible loss risk.

On the same matter (Bairro Volta Grande IV), in August 2013 the Company received a subpoena about the lawsuits filed by the Federal Public Prosecution Office (Federal Courts), which has the same claim of the lawsuit filed by the State Public Prosecution Office, described above. This new lawsuit is classified with a possible level of risk, since the trend is that the State courts’ decision prevails also in the Federal courts. The risk amount in this new lawsuit is the same of the lawsuit filed by the State Public Prosecution Office.

 

§ Arbitration Other administrative and judicial proceedings

 

RefersThe Group is a defendant in other administrative and judicial proceedings (tax, social security, labor, civil, and environmental), in the approximate amount of R$12,370,964, of which

(a)R$6,525,528 refers to the tax assessment notice issued against the Company for an arbitration proceedingalleged sale of 40% of the shares of its subsidiary NAMISA to a Japanese-Korean consortium, thus failing to determine and pay taxes on the capital gain resulting from this transaction, and in May 2013, the São Paulo -SP Regional Judgment Office (first administrative court) issued a favorable decision to the Company and cancelled the tax assessment notice. In light of this decision, an ex-officio appeal was filed that will be judged by the Administrative Board of Tax Appeals (CARF);

(b)R$680,546 refers to execution proceedings filed against us to require the ICMS allegedly levied on the electricity acquired by our Steel Plant, which is fully consumed in manufacturing steel products. The tax authorities argue that the use of electricity in the production process as an input does not preclude its taxation by the ICMS.

(c)R$533,890 refers to the offset of taxes that were not approved by the Federal Revenue Service (FRS) for certain reasons. The taxes involved are CSLL, IRPJ, IPI, PIS and COFINS. It is our understanding that we have enough documentation to make evidence that we were duly entitled to the offset at the time. 

(d)R$417,537 refers to a decision of the Federal Revenue Service (FRS) that partially denied to us certain benefits granted by the Provisional Measure nº470 (a tax recovery program) based on the grounds that we had not enough tax losses to pay the certain of that program installments. The FRS disallowed those loses based on the rational that they had already been used in the taxation, in Brazil, of our foreign subsidiaries’ profits, which is a domestic tax regime of foreign subsidiaries contested by us.

(e)R$330,421 refers to the disallowance of the ICMS tax credits claimed by the Company between April of 1999 and September of 2002. The matter under dispute relates to the proper tax bases to be applied in the interstate transfer of iron ore from our Casa de Pedra mine to our Presidente Vargas Steel Plant. In accordance with the ICC for the purpose of determining possible damages due to breach of contract,tax authorities in the estimated amountState of R$84,323 (US$53.0 million).The proceedingRio de Janeiro (location of the Steel Plant), the tax bases used by us in the State of Minas Gerais (location of Casa de Pedra) is at initial arguments presentationnot in compliance with the regulation in Rio de Janeiro, then the excess of credits appropriated in the transfer was not to be admitted in Rio de Janeiro. 

(f)R$260,321 refers to the tax assessments issued against us to disallow the credits of ICMS transferred to us in acquisition of certain branches of our subsidiary INAL in Rio de Janeiro. According to the tax authorities, the acquisition of a company’s branch does not entitle the buyer to the ICMS credits owned by target branch. In viewof assessment, the Company filed a writ of mandamus to claim its right to proceed with this transfer, which had a final favorable decision in the Judiciary Courts. This favorable decision favors our case in the Administrative Court of Appeals of the State of Rio de Janeiro.

FS-57


(g)R$2,153,777 refers to other tax lawsuits (federal, state, and documentary evidence stage. This proceeding is classifiedmunicipal).

(h)R$1,044,079 refers to labor and social security lawsuits; R$350,218 refers to civil lawsuits, and R$74,647 to environmental lawsuits.  

The assessments made by legal counsel define these administrative and judicial proceedings as entailing risk of possible loss.loss and, therefore, no provision was recorded in conformity with management’s judgment and accounting practices adopted in Brazil.

 

20.18.  PROVISIONSPROVISION FOR ENVIRONMENTAL LIABILITIES ANDDECOMMISSIONING OF ASSETS ASSET RETIREMENT OBLIGATION

The balance of the provision for environmental liabilities and decommissioning of assets is as follows:

 

 

 

 

 

12/31/2013

 

12/31/2012

Environmental liabilities

346,455

 

383,405

Asset retirement obligation - ARO

23,999

 

21,292

 

370,454

 

404,697

 

a) Environmental liabilities

 

As ofDecember 31, 2011,2013, a provision is recognized in the amount of R$312,612 (R$278,106 as of December 31, 2010)maintained for expenditures relating to environmental investigation and recovery services for potentially contaminated areas surrounding establishments in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. Estimated expenditures will be reviewed periodically and the amounts already recognized will be adjusted whenever needed. These are management’s best estimates considering recovery studies in areas that have been degraded and are in the process of being used for activities. These provisions areThis provision is recognized in operating expenses.

 

The provisions areprovision is measured at the present value of the expenditures required to settle the obligation, using a pretax rate that reflects current market assessments of the time value of money and the specific risks of the obligation. The increase in the obligation due to passage of time is recognized as other operating expenses.

 

The long-term interest rate used to discount to present value and update the provision through December 31, 2011 is2013 was 11.00%.The. The liability recognized is periodically updated based on these discount rates plus the general market price index (IGPM) for the period.

 

b) Decommissioning of AssetsAsset retirement obligation - ARO

 

Obligations on decommissioning of assetsARO consist of estimated costs for decommissioning, retirement or restoration of areas upon the termination of activities related to mining resources. The initial measurement is recognized as a liability discounted to present value and subsequently through increase in expenses over time.  The asset decommissioning cost equivalent to the initial liability is capitalized as part of the carrying amount of the asset, being depreciated over the useful life of the asset.

19.RELATED-PARTY BALANCES AND TRANSACTIONS

a)Transactions with Holding Company

Vicunha Siderurgia S.A. is a holding company set up for the purpose of holding equity interests in other companies and is the Company’s main shareholder, with 47.86% of the voting shares.

Rio Iaco Participações S.A. holds 3.99% of CSN.

FS-58


·Liabilities 

       

Companies

 

Proposed

 

Paid

 

Dividends

 

Dividends

 

Interest on capital

Vicunha Steel

 

  

435,482

 

358,921

Rio Iaco

   

36,319

 

29,934

Total at 12/31/2013

 

  

471,801

 

388,855

Total at 12/31/2012

 

155,537

 

622,164

  

Vicunha Siderurgia’s corporate structure is as follows (unaudited information):

Vicunha Aços S.A. – holds 99.99% of Vicunha Siderurgia S.A.

Vicunha Steel S.A. – holds 66.96% of Vicunha Aços S.A.

National Steel S.A. – holds 33.04% of Vicunha Aços S.A.

CFL Participações S.A. – holds 40% of National Steel S.A. and 39.99% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 60% of National Steel S.A. 59.99% of Vicunha Steel S.A. and 99.99% of Rio Iaco Participações S.A.

b)Transactions with jointly controlled entities, associates, exclusive funds and other related parties

·By transaction

  

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

      

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

107,443

   

107,443

      

Loans

 

147,273

 

603,862

 

751,135

 

 

 

 

 

 

Dividends receivable

 

717,595

   

717,595

      

Actuarial asset

 

 

 

97,051

 

97,051

 

 

 

 

 

 

Other receivables

 

15,658

 

18,129

 

33,787

      

 

 

987,969

 

719,042

 

1,707,011

 

 

 

 

 

 

Liabilities

            

Other payables

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

       

600

 

618

 

1,218

Advances from customers(1)

 

 

 

 

 

 

 

421,550

 

8,522,067

 

8,943,617

Trade payables

       

52,949

   

52,949

Actuarial liability

 

 

 

 

 

 

 

 

 

11,139

 

11,139

  

 

 

 

 

 

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Statement of Income

 

         

Revenues

 

 

 

         

Sales

 

862,004

          

Interest

 

25,576

 

         

Expenses

            

Purchases

 

-917,469

 

         

Interest

 

-421,659

          

Total at 12/31/2013

 

451,548

 

         

Total at 12/31/2012

 

67,354

          
             

FS-59


a.Advance from customer received from the jointly controlled entity Nacional Minérios S.A. Refers to the contractual obligation of supply of iron ore and port services. The liability recognizedcontract is subject to interest rate of 12.5% p.a. and expires in September 2042.

·By company

  

Assets

 

Liabilities

 

Statement of Income

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income and costs, net

 

Total

          

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vicunha Steel S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,849)

 

(1,849)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-1,849

 

-1,849

Subsidiaries

                    

Ferrovia Transnordestina Logística S.A.(1)

 

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

  

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

-62

 

-62

Jointly controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

797,939

 

321,466

 

1,119,405

 

422,150

 

8,522,685

 

8,944,835

 

357,731

 

-3,519

 

-394,456

 

-40,244

MRS Logística S.A.

 

30,635

 

 

 

30,635

 

43,194

 

 

 

43,194

 

 

 

-555,261

 

 

 

-555,261

Transnordestina Logística S.A(2)

 

33,431

 

237,262

 

270,693

       

46

   

-883

 

-837

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

4,899

 

8,363

 

13,262

 

6,056

 

 

 

6,056

 

 

 

-122,348

 

 

 

-122,348

CGPAR Construção Pesada S.A.

 

546

 

9,236

 

9,782

 

3,677

   

3,677

   

-200,689

   

-200,689

 

 

867,450

 

576,327

 

1,443,777

 

475,077

 

8,522,685

 

8,997,762

 

357,777

 

-881,817

 

-395,339

 

-919,379

Other related parties

                    

CBS Previdência

 

 

 

97,051

 

97,051

 

8

 

 

 

8

 

 

 

-13,392

 

 

 

-13,392

Fundação CSN

 

320

 

448

 

768

 

14

 

11,139

 

11,153

   

-1,983

 

83

 

-1,900

Usiminas

 

18,112

 

 

 

18,112

 

 

 

 

 

 

 

50,722

 

-8,355

 

 

 

42,367

Panatlântica

 

28,619

   

28,619

       

453,505

     

453,505

Ibis Participações e Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-9,717

 

 

 

-9,717

Companhia de Gás do Ceará

               

-2,205

   

-2,205

 

 

47,051

 

97,499

 

144,550

 

22

 

11,139

 

11,161

 

504,227

 

-35,652

 

83

 

468,658

Associates

                    

Arvedi Metalfer do Brasil S.A.

 

12,970

 

 

 

12,970

 

 

 

 

 

 

 

 

 

 

 

1,084

 

1,084

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

 

862,004

 

-917,469

 

-396,083

 

-451,548

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

563,203

 

-300,589

 

-329,968

 

-67,354

1.Refers to loans of the subsidiary FTL – Ferrrovia Transnordestina Logísitca S.A. to the jointly controlled entity Transnordestina Logística S.A.

2.Transnordestina Logística S.A. contracts in Brazilian reais: interest equivalent to 102.5% of the CDI with final maturity in December 2015. As of December 31, 2013, borrowings total R$270,693 (R$210,966 as of December 31, 20112012), of which R$33,431 is classified in short term and R$24,327 (R$17,421237,262 is classified in long term.

c)Other unconsolidated related parties

·CBS Previdência

The Company is the main sponsor of this non-profit entity established in July 1960, primarily engaged in the payment of benefits that supplement the official government Social Security benefits to participants. In its capacity as sponsor, CSN carries out transactions involving the payment of contributions and recognition of actuarial liabilities calculated in defined benefit plans, as detailed in note 28. 

·Fundação CSN

The Company develops socially responsible policies concentrated today in Fundação CSN, of which it is the founding. The transactions between the parties relate to the operating and financial support for Fundação CSN to carry out the social projects undertaken mainly in the locations where the Company operates.

·Banco Fibra

FS-60


Banco Fibra is under the control structure of Vicunha Siderurgia and the financial transactions carried out with this bank are limited to current account operations and investments in fixed-income securities.

·Ibis Participações e Serviços Ltda.

Ibis Participações e Serviços is under the control of a Board member of the Company.

·Companhia de Gás do Ceará

A natural gas distributor under the control structure of Vicunha Siderurgia.

(f)Key management personnel

The key management personnel, who have authority and responsibility for planning, directing and controlling the Company’s activities, include the members of the Board of Directors and statutory directors. The following is information on the compensation of such personnel and the related balances as of December 31, 2010).2013.

  

12/31/2013

 

12/31/2012

  

Statement of Income

Short-term benefits for employees and officers

 

29,540

 

30,539

Post-employment benefits

 

118

 

115

Other long-term benefits

 

n/a

 

n/a

Severance benefits

 

n/a

 

n/a

Share-based compensation

 

n/a

 

n/a

  

29,658

 

30,654

n/a – not applicable

 

21.(g)  SHAREHOLDERS´Policy on investments and payment of interest on capital and dividends 

At a meeting held on December 11, 2000, the Board of Directors decided to adopt a profit distribution policy which, after compliance with the provisions contained in Law 6,404/76, as amended by Law 9,457/97, will entail the distribution of all the profit to the Company’s shareholders, provided that the following priorities are preserved, irrespective of their order: (i) carrying out the business strategy; (ii) fulfilling its obligations; (iii) making the required investments; and (iv) maintaining a healthy financial situation of the Company.

20.SHAREHOLDERS' EQUITY

FS-59


 

i. IssuedPaid-in capital

 

Fully subscribed and paid-in capital as of December 31, 20112012 and 2013 is R$1,680,947 (R$1,680,947 as of December 31, 2010)4,540,000 represented by 1,457,970,108 (1,483,033,685 as of December 31, 2010) book-entry common shares without par value. Each common share entitles its holder to one vote in Shareholders’ Meetings. The Extraordinary Shareholders´ Meeting held on March 25, 2010 approved the stock split, at the ratio of one (1) common share for each two (2) shares.

 

ii.AuthorizedII. Authorized capital

 

The Company’s bylaws in effect as of December 31, 20112013 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

 

iii.LegalIII. Legal reserve

 

This reserve is recognized at the rate of 5% of the profit for each period, as provided for by Article  193 of Law 6404/76.This reserve6,404/76, up to the ceiling as prescribed by prevailing legislation, has already been reached.of 20% of share capital.  

FS-61


 

table of contents

iv.TreasuryIV.Treasury shares

 

As of December 31, 2011,2013, the Company did not have any treasury shares. On August 2, 2011, the Company approved the cancelation of 25,063,577 existing treasury shares without decreasing capital.

 

v. Ownership structure

 

As ofDecember 31, 2011,2013, the Company’s ownership structure was as followsfollows:

             
  12/31/2011  31/12/2010 
  Quantity ofordinary shares % total ofshares % withouttreasury shares Quantity of ordinary  shares % total ofshares % without treasuryshares
Vicunha Siderurgia S.A.  697,719,990  47.86%  47.86%  697,719,990  47.05%  47.86% 
Rio Iaco Participações S.A. (*)  58,193,503  3.99%  3.99%  58,193,503  3.92%  3.99% 
Caixa Beneficente dos Empregados da CSN - CBS  12,788,231  0.88%  0.88%  12,788,231  0.86%  0.88% 
BNDESPAR  31,773,516  2.18%  2.18%  31,773,516  2.14%  2.18% 
NYSE - ADRs  373,772,695  25.64%  25.64%  358,913,048  24.20%  24.62% 
BOVESPA  283,722,173  19.45%  19.45%  298,581,820  21.83%  20.47% 
  1,457,970,108  100.00%  100.00%  1,457,970,108  98.31%  100.00% 
Treasury stock        25,063,577  1.69%   
Total shares  1,457,970,108  100.00%    1,483,033,685  100.00%   

  

 

 

12/31/2013

 

 

 

12/31/2012

  

Number of common shares

 

% of total shares

 

Number of common shares

 

% of total shares

Vicunha Siderurgia S.A.

 

697,719,990

 

47.86%

 

697,719,990

 

47.86%

Rio Iaco Participações S.A. (*)

 

58,193,503

 

3.99%

 

58,193,503

 

3.99%

Caixa Beneficente dos Empregados da CSN - CBS

 

12,788,231

 

0.88%

 

12,788,231

 

0.88%

BNDES Participações S.A. - BNDESPAR

 

8,794,890

 

0.60%

 

27,509,316

 

1.89%

NYSE (ADRs)

 

356,019,691

 

24.42%

 

342,997,950

 

23.53%

BM&FBovespa

 

324,453,803

 

22.25%

 

318,761,118

 

21.85%

 

 

1,457,970,108

 

100.00%

 

1,457,970,108

 

100.00%

 

(*) Rio Iaco Participação S. A. is a company part of the control group.

 

vi. Changes in outstanding shares

     
     
  Number of shares  Treasury shares 
Balance at December 31,2009  1,457,970,108  52,389,112 
Cancelation of shares    (27,325,535) 
Balance at December 31,2010  1,457,970,108  25,063,577 
Cancellation of shares    (25,063,577) 
Balance at December 31,2011  1,457,970,108   

22.21.  PAYMENT TO SHAREHOLDERS

FS-60


12/31/2013

Profit for the year

509,025

Legal reserve

-25,451

Reversal of statutory working capital reserve

316,426

Profit for allocation

800,000

Allocation:

Dividends distributed on 08/06/2013 and 11/13/2013

610,000

Interest on capital distributed on 8/6/2013 and 11/13/2013

190,000

Total dividends and interest on capital

800,000

   
12/31/2011
Profit for the year3,706,033 

Reversion of prior year unrealized earnings reserve 

3,779,357 
Basic profit used to determine dividends7,485,390
Proposed allocation:

Statutory reserve (working capital) (*) 

(5,717,390) 

Investment reserve 

(568,000) 

Total allocation to reserves

(6,285,390)

Proposed dividends 

(1,200,000) 

Total proposed dividends

(1,200,000)
Weighted average number of shares

 

1,457,970

Dividends and interest on capital per share

0,8231 

0.54871

Additional information:   

Mandatory minimum dividends for the year (**)Additional information:

 

 926,508 

Dividends from previous years Prior years’ dividends payable

 1,373 

2,036

Dividends payable (balance in liabilities)

927,8812,036

(*) The Annual General Meeting shall decide on the allocation of excess of the Reserve.

(**) CSN’s bylaws require the distribution of mandatory minimum dividends of 25% of the net income after the deduction of the legal reserves.

 

23.22.  NET SALES REVENUE

 

Net sales revenue areis comprised as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Gross revenue       

Domestic market 

 13,366,345  13,201,074  10,488,409 

Foreign market 

 6,417,397  4,270,333  3,197,187 
  19,783,742  17,471,407  13,685,596 
Deductions       

Cancelled sales and discounts granted 

 (257,888)  (416,706)  (462,954) 

Taxes levied on sales 

 (3,006,270)  (2,604,191)  (2,244,278) 
  (3,264,158)  (3,020,897)  (2,707,232) 
Net revenue  16,519,584  14,450,510  10,978,364 

  

12/31/2013

 

12/31/2012

 

12/31/2011 (*)

Gross revenue

 

     

Domestic market

 

14,635,703

 

13,742,201

 

13,366,345

Foreign market

 

6,143,242

 

4,813,693

 

6,417,397

 

 

20,778,945

 

18,555,894

 

19,783,742

Deductions

 

     

Cancelled sales and discounts

 

-206,109

 

-312,687

 

-257,888

Taxes levied on sales

 

-3,260,404

 

-3,014,618

 

-3,006,270

 

 

-3,466,513

 

-3,327,305

 

-3,264,158

Net revenue

 

17,312,432

 

15,228,589

 

16,519,584

 

(*) As disclosed in notes 2(y) and3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

FS-62


24.23.  EXPENSES BY NATURE

 

  

12/31/2013

 

12/31/2012

 

12/31/2011(*)

Raw materials and inputs

 

-5,998,881

 

-5,734,685

 

-3,927,105

Labor cost

 

-1,590,892

 

-1,482,838

 

-1,647,545

Supplies

 

-1,145,772

 

-979,894

 

-1,084,440

Maintenance cost (services and materials)

 

-1,297,377

 

-1,018,545

 

-969,376

Outsourcing services

 

-2,117,701

 

-1,521,275

 

-1,981,025

Depreciation, amortization and depletion (Note 10 b)

-1,093,830

 

-1,085,733

 

-929,368

Other

 

-538,218

 

-677,105

 

-441,678

  

-13,782,671

 

-12,500,075

 

-10,980,537

       

Classified as:

 

 

 

 

 

 

Cost of sales (Note 26)

 

-12,422,706

 

-11,258,667

 

-9,800,844

Selling expenses (Note 26)

 

-874,875

 

-773,488

 

-604,108

General and administrative expenses (Note 26)

 

-485,090

 

-467,920

 

-575,585

 

 

-13,782,671

 

-12,500,075

 

-10,980,537

FS-61


       
  12/31/2011  12/31/2010  12/31/2009 
Raw Material  (3,927,105)  (3,245,396)  (1,907,607) 
Labor cost  (1,647,545)  (1,226,087)  (1,086,005) 
Consumable materials  (1,084,440)  (1,061,012)  (907,844) 
Maintenance cost  (969,376)  (856,297)  (691,905) 
Outsourcing services  (1,981,025)  (1,542,638)  (1,577,641) 
Depreciation, Amortization and Depletion  (925,790)  (808,215)  (770,068) 
Others (*)  (445,256)  (161,916)  (1,196,905) 
  (10,980,537)  (8,901,561)  (8,137,975) 
Rated:       

Cost of sales and/or services 

 (9,800,844)  (7,882,726)  (7,210,774) 

Selling expenses 

 (604,108)  (481,978)  (447,129) 

General and administrative expenses 

 (575,585)  (536,857)  (480,072)��
  (10,980,537)  (8,901,561)  (8,137,975) 

 

(*) Include increase/reductionAs disclosed in finished goodsnotes 2(y) and in work in process.3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

 

 

25.24.  OTHER OPERATING INCOME (EXPENSES)

       
  12/31/2011  12/31/2010  12/31/2009 
Other operating expenses       

Taxes and fees 

 (37,499)  (81,394)  (109,753) 

Effect of REFIS - Law 11941/09 and MP 470/09 

 (16,119)  (8,444)   

Provision for contingencies and net losses on reversals 

 (75,823)  (182,761)  (297,695) 

Contractual and nondeductible fines 

 (45,537)  (155,445)  (46,882) 

Fixed cost of equipment stoppages 

 (33,674)  (21,213)  (34,198) 

Write-off of obsolete assets 

 (85,120)  (32,098)  (99,457) 

Expenses on studies and project engineering 

 (42,050)  (21,142)  (6,385) 

Pension plan (Note 29 c) 

 (67,276)  (63,110)   

Impairment loss adjustment 

 (60,861)    (23,137) 

Healthcare plan (Note 29 d) 

 (37,343)  (33,817)  (30,257) 
  (501,302)  (599,424)  (647,764) 

Other operating income 

      

Sale of Riversdale shares (Note 11) 

 698,198     

Gain on acquisition of "precatórios" 

   15,595   

PIS/COFINS/ICMS untimely credits 

   32,739   

Dividends received from third parties 

 14,199     

Other income 

 6,780  487  863,297 
  719,177  48,821  1,368,594 
Other operating (expenses) income  217,875  (550,603)  720,830 

  

12/31/2013

 

12/31/2012

 

12/31/2011(*)

Other operating income

      

Sale of Riversdale shares (Note 9)

     

698,164

Untimely PIS/COFINS/ICMS credits

 

404

 

26,860

  

Reversal of actuarial liability/provision for actuarial asset

 

985

 

43,749

  

Lawsuit indemnities/wins

 

51,737

 

20,567

  

Rentals and leases

 

817

 

2,645

  

Reversal of provisions

 

7,120

 

1,953

 

3,091

Gain on loss of control over Transnordestina (Note 9)

 

473,899

    

Other revenues

 

31,101

 

15,127

 

17,922

 

 

566,063

 

110,901

 

719,177

       

Other operating expenses

      

Taxes and fees

 

-103,446

 

-72,999

 

-37,499

Provision for tax, social security, labor, civil and environmental risks,
net of reversals

-255,527

 

-295,665

 

-75,823

Contractual, nondeductible fines

 

-6,479

 

-61,439

 

-45,537

Depreciation of unused equipment (Note 10 b)

 

-61,763

 

-14,739

 

-33,674

Residual value of permanent assets written off (Note 10)

 

-31,660

 

-9,759

 

-62,917

Inventory impairment losses/reversals (Note 7)

 

5,975

 

-13,210

 

-22,203

Expenses on studies and project engineering

 

-95,688

 

-58,080

 

-42,050

Pension plan expenses

   

-5,256

 

-62,313

Healthcare plan expenses

 

-55,720

 

-51,234

 

-42,306

Impairment loss adjustment

 

-48,469

   

-60,861

Impairment of available-for-sale security

 

-5,002

 

-2,022,793

 

 

REFIS effect - Law 11,941/09 and Law 12,865/13, net

 

-129,743

   

-16,119

Impairment of the Transnordestina old railway network (Note 10)

 

-216,446

 

 

 

 

Other expenses

 

-130,240

 

-157,108

  

 

 

-1,134,208

 

-2,762,282

 

-501,302

Other operating income (expenses), net

 

-568,145

 

-2,651,381

 

217,875

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

FS-63


26.25.  FINANCE INCOME (COSTS)

 

  

12/31/2013

 

12/31/2012

 

12/31/2011(*)

Finance income

 

 

 

 

 

 

Related parties (Note 19 b)

 

25,576

 

68,023

 

29,300

Income from short-term investments

 

125,685

 

177,328

 

538,882

Net effect of REFIS - Law 11,941/09 and MP 470/09

   

115,457

  

Other income

 

20,723

 

31,036

 

149,268

  

171,984

 

391,844

 

717,450

Finance costs

 

 

 

 

 

 

Borrowings and financing - foreign currency

 

-743,276

 

-675,379

 

-639,197

Borrowings and financing - local currency

 

-1,559,312

 

-1,531,514

 

-1,622,365

Related parties (Note 19 b)

 

-421,659

 

-397,991

 

-389,059

Capitalized interest (Notes 10 and 32)

 

490,747

 

401,827

 

353,156

Losses on derivatives (*)

 

-21,643

 

-9,166

 

-20,594

REFIS effect - Law 11,941/09 and Law 12,865/13, net

 

-277,032

 

 

 

-77,335

Interest, fines and late payment charges

 

-72,065

 

-157,277

 

-264,359

Other finance costs

 

-135,500

 

-178,185

 

-224,168

  

-2,739,740

 

-2,547,685

 

-2,883,921

Inflation adjustment and exchange differences, net

 

 

 

 

 

 

Inflation adjustments

 

-37,858

 

-143,774

 

-37,451

Exchange differences

 

97,969

 

152,837

 

286,074

Exchange losses on derivatives (*)

 

-3,954

 

-4,573

 

-87,955

 

 

56,157

 

4,490

 

160,668

       

Finance costs, net

 

-2,511,599

 

-2,151,351

 

-2,005,803

 

 

     

(*) Statement of gains and losses on derivative transactions

    

Real-to-dollar swap

 

11,172

 

8,301

 

-115,490

Euro-to-dollar swap

 

-13,190

 

-5,116

 

9,574

Yen-to-dollar swap

 

-5,374

 

307

 

1,460

Dollar-to-euro swap

 

4,035

 

-8,065

 

16,501

Fixed rate-to-dollar swap

 

-597

 

 

 

 

  

-3,954

 

-4,573

 

-87,955

Libor-to-CDI swap

 

-4,268

 

-9,166

 

-20,594

Fixed rate-to-CDI swap

 

-17,375

    

 

 

-21,643

 

-9,166

 

-20,594

  

-25,597

 

-13,739

 

-108,549

FS-62


       
  12/31/2011  12/31/2010   12/31/2009 
Finance costs:       
Borrowings and financing - foreign currency  (639,197)  (641,632)  (598,849) 
Borrowings and financing - local currency  (1,622,365)  (791,926)  (277,699) 
Related parties  (389,059)  (374,929)  (365,150) 
Capitalized interest  353,156  215,624  85,260 
PIS/COFINS on other revenues  (1,230)  (1,079)  (1,072) 
Losses on derivatives (*)  (20,594)  (27,252)  (152,102) 
Net effect of REFIS - Law 11941/09 and MP 470/09  (77,335)  (33,921)  2,336 
Interest, fines and late payment charges  (264,359)  (283,768)  (281,190) 
Other finance costs  (222,938)  (261,570)  (304,049) 
  (2,883,921)  (2,200,453)  (1,892,515) 
Finance income:       
Related parties  29,300  53,491  55,750 
Income from short-term investments  538,882  394,183  276,177 
Other income  149,268  195,466  254,098 
  717,450  643,140  586,025 
 
Inflation adjustments:       
- Assets  6,330  271  8,465 
- Liabilites  (43,781)  (8,714)  69,266 
  (37,451)  (8,443)  77,731 
Exchange gains (losses):       
- On assets  1,041,200  (585,719)  (295,526) 
- On liabilities  (753,666)  398,527  995,064 
- Exchange gains (losses) on derivatives (*)  (89,415)  (158,510)  282,786 
  198,119  (345,702)  982,324 
Inflation adjustment and exchange gains (losses), net  160,668  (354,145)  1,060,055 
 
Finance costs, net  (2,005,803)  (1,911,458)  (246,435) 
 
(*) Statement of gains and losses on derivative transactions       
CDI to USD swap  (115,490)  (231,673)  (581,523) 
EUR to USD swap  9,574  (6,763)   
Future US dollar    79,926  (231,563) 
Total return equity swap      1,026,463 
Other  16,501  (8,388)  (65,248) 
  (89,415)  (166,898)  148,129 
Libor to CDI swap  (20,594)  (18,864)  (17,445) 
  (20,594)  (18,864)  (17,445) 
  (110,009)  (185,762)  130,684 

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

 

27.26.  SEGMENT INFORMATION

 

FS-64


According to the Company’sGroup’s structure, its businesses are distributed into 5 (five)five (5) operating segments. Accordingly, we analyzed our information by segment as follows:

 

·         Steel 

 

The Steel Segment consolidates all the operations related to the production, distribution and sale of flat steel, metal containerslong steel, metallic packaging and galvanized steel, with operations in Brazil, the United States, Portugal and Portugal.Germany. This segment supplies the following markets: construction, steel packaging for the Brazilian chemical and food industries, home appliances, automobile and OEM (motors and compressors).The. The Company’s steel units produce hothot- and cold rolledcold-rolled steel, galvanized and pre-painted steel of great durability. They also produce tinplate,tin mill, a raw material used to produce metal containers.metallic packaging.

 

FS-63


Overseas, Lusosider, which is based in Portugal, also produces metal sheets, as well as galvanized steel. CSN LLC in the U.S.A. meets local market needs by supplying cold rolled and galvanized steel.  For 2013, itIn January 2012, CSN acquired Stahlwerk Thüringen (SWT), a manufacturer of long steel located in Unterwellenborn, Germany. SWT is slated to beginspecialized in the production of shapes used for construction and has an installed production capacity of 1.1 million metric tons of steel/year.   

In January 2014 the production of long steel products. The initial production slated,products started, with capacity of 500,000 metric tons per year, which will consolidate the company as a source of complete construction solutions, complementing its portfolio of products with high added value in the steel chain.

 

·         Mining 

 

This segment encompasses the activities of iron ore and tin mining.mining, The high-quality iron ore operations are located in the Iron Quadrilateral in MG, the Casa de Pedra mine in Congonhas, MG, that produces high quality iron ore, as well as the Company’s subsidiaryjointly controlled entity Nacional Minérios S.A.  (Namisa), which has its own mines, also of excellent quality, and also sells third party iron ore. Furthermore, CSN also ownscontrols Estanho de Rondônia S.A. (ERSA), a company that has both tin mining and casting units.

 

CSN holds the concession to operate TECAR, a solid bulk terminal, one of the four4 (four) terminals that comprise the Itaguaí Port, in Rio de Janeiro. CoalImportations of coal and coke imports are carried out through this terminal.

 

·         Logistics  

 

i. Railroad

 

CSN has equity interests in twothree railroad companies: MRS Logística, S.A., which manages the former Southeast NetworkRailway System of Rede Ferroviária Federal S.A. (RFFSA), and Transnordestina Logística S.A. and FTL - Ferrovia Transnordestina Logística S.A. , which operatesoperate the former Northeast NetworkRailway System of the RFFSA in the Statesstates of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

a) MRS

 

The railroad transportation services provided by MRS are based on the supply of raw materials and the shipment of final products. The total amount of iron ore, coal and coke consumed by the Presidente Vargas Mill is carried by MRS, as is part of the steel produced by CSN for the domestic market and for export.

 

The Southeast Brazilian railroad system, encompassing 1,674 kilometers of tracks, serves the tri-state industrial area of São Paulo-Rio de Janeiro-Minas Gerais, linking the mines located in Minas Gerais to the ports located in São Paulo and Rio de Janeiro, and the steel mills of CSN, Companhia Siderúrgica Paulista (or Cosipa) and Gerdau Açominas.  Besides serving other customers, the railroad system carries iron ore from the Company’s mines in Casa de Pedra, Minas Gerais, and coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, and carries CSN’s exportsexport products to the ports of Itaguaí and Rio de Janeiro. Its volumes of cargo carried account for approximately 28% of the total volume carried by the Southeast railroad system.

FS-65


 

b) Transnordestina LogísticaTLSA and FTL

 

Together, CSN and the federal government will be making investments for implementation of the Transnordestina Project for construction of around 1,728 km of new lines. The work on this project, slated for conclusionWe hold participations in 2013, further includes complementing and renewing part of the infrastructure (or lines) of the concession held by Transnordestina Logística, which will be expanded from the nearly 2,600 kilometers of track presently operating to around 4,300 kilometers.

Transnordestina Logística S.A. has a 30-year concession granted in 1998companies that have concessions to operate the Northeastern Brazil railroad system. This railway system, covers 4,238 kilometers of railroadswhich operates in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte. Moreover, it links upNorte and connects with the mainregion’s leading ports, in the region, thus providingoffering an important competitive advantage by means ofthrough opportunities for combinedintermodal transportation solutions and made-to-measure logistics projects tailored to customer needs.projects.  The Northeastern railway system is currently divided into the Railway System I, operated by FTL – Ferrovia Transnordestina Logística S.A., and the Railway System II, operated by Transnordestina Logística S.A. 

 

The project underway will increaseAs of December 31, 2013, in compliance with Resolution 4,042/2013 issued by the transportation capacityregulatory agency Agência Nacional de Transportes Terrestres (ANTT) and as a result of a disproportionate spin-off of Transnordestina Logística 20-fold, bringing it up the levelS.A. occurred on December 27, 2013, CSN held 88.41% of the most modern railroads incapital stock of FTL – Ferrovia Transnordestina Logística S.A., which has a concession to operate the entire world.Railway System I (which encompasses the stretches between the cities of São Luís – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau, and Propriá – Jorge Lins) of Brazil’s Northeastern railway system until 2027, renewable for an additional 30 years.  The Railway System I consists of 4,238 km of railroads. As of December 31, 2013, R$98 million  was outstanding over the remaining 15 years of the concession.

FS-64


 

With its new configuration,As of December 31, 2013, we held 77.30% of the capital stock of Transnordestina Logística S.A., which has a concession to operate the Railway System II (which encompasses the stretches between  Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape and Missão Velha – Porto de Pecém) of Brazil’s Northeastern railway system. Once concluded, the Railway System II will becomehave an extension of 1,728 km of tracks that will connect the best logistics option for exportinterior of grains through theNortheast Brazil to Pecém and Suape ports, as well as other solid bulk cargos such as iron ore fromPorts. This concession has been granted in 1997 and recently had its original term extended to until the Northeast Region, playing an important role inearlier of 2057 or the region’s development.date when Transnordestina Logística S.A. reaches a rate of annual return of 6.75% of its total investment.

 

See further details on the restructuring of the Nova Transnordestina project in Note 9.

ii.II. Ports

 

The Port logistics segment consolidates the operation of the terminal built during the post-privatization period of the ports, Sepetiba Tecon.Tecon S.A or TECON. The Sepetiba terminal features complete infrastructure to meet all the needs of exporters, importers and ship-owners. Its installed capacity exceeds that of most other Brazilian terminals. It has excellent depths of 14.5 meters in the mooring berths and a huge storage area, as well as the most modern and appropriate equipment, systems and intermodal connections.

 

The Company’s constant investment in projects in the terminals consolidates the Itaguaí Port Complex as one of the most modern in Brazil, at present with capacity for handling 480 thousand containers and 30 million metric tons per year of bulk cargo.

 

·      Energy 

 

CSN is one of the largest industrial consumers of electric power in Brazil. As energy is fundamental toin its production process, the Company invests in assets for generation of electric power to guarantee its self-sufficiency. These assets are as follows: Itá hydroelectric power plant,facility, in the State of Santa Catarina, with rated capacity of 1,450 MW, where CSN has a share of 29.5%; Igarapava hydroelectric power plant,facility, Minas Gerais, with rated capacity of 210 MW, in which CSN holds of 17.9% of the capital; and a thermoelectric co-generation Central UnitPower Plant with rated capacity of 238 MW, which has been operating at the UPV since 1999.For1999. For fuel the Central UnitPower Plant uses the residual gases produced by the steel mill itself. Through these three power generation assets, CSN obtains total rated capacity of 430 MW.

 

·      Cement 

 

The cement division consolidates the Company’s cement production, distribution and sales operations, which use the slag produced by the Volta Redonda plant’s blast furnaces.  In 2011, the clinker used in cement production is leased was acquiredfrom third parties; however, at the end of 2011, with the completion of the first stage of the Arcos Clinker plant, MG, this plant already supplied the millinggrinding needs of CSN Cimentos in Volta Redonda.

FS-66


 

The information presented to Management regarding the performance of each business segment is generally derived directly from the accounting records, combined with some intercompany allocations.

 

·      Sales by geographic area

 

Sales by geographic area are determined based on the customers’ location. DomesticOn a consolidated basis, domestic sales are represented by revenues from customers located in Brazil and export sales are represented by revenues from customers located abroad.

 

·Profit per segment

As explained in Note 3, beginning 2013, the Company no longer proportionately consolidates jointly controlled entities Namisa, MRS and CBSI.

For segment information preparation and presentation purposes, Management decided to maintain the proportionate consolidation of the jointly controlled entities, as historically presented. For consolidated profit reconciliation purposes, the amounts of these companies were eliminated in the column “Corporate expenses/elimination”.

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Profit or loss

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

   

Port

 

Railroads

    

Metric tons (thou.) - (unaudited) (*)

 

6,116,944

 

21,534,147

 

 

 

 

 

 

 

2,045,862

 

 

 

 

Net revenues

                

Domestic market

 

9,695,736

 

679,974

 

194,842

 

1,074,216

 

211,797

 

415,577

 

-1,025,068

 

11,247,074

Foreign market

 

2,697,471

 

4,616,754

         

-1,248,867

 

6,065,358

Total net revenue (Note 22)

 

12,393,207

 

5,296,728

 

194,842

 

1,074,216

 

211,797

 

415,577

 

-2,273,935

 

17,312,432

Cost of sales and services (Note 23)

 

-9,961,948

 

-2,829,028

 

-97,488

 

-708,407

 

-161,435

 

-276,752

 

1,612,352

 

-12,422,706

Gross profit

 

2,431,259

 

2,467,700

 

97,354

 

365,809

 

50,362

 

138,825

 

-661,583

 

4,889,726

General and administrative expenses (Note 23)

 

-738,655

 

-69,364

 

-22,743

 

-100,062

 

-20,384

 

-68,219

 

-340,538

 

-1,359,965

Depreciation (Note 10 b)

 

761,086

 

219,742

 

7,272

 

140,551

 

17,067

 

30,631

 

-82,519

 

1,093,830

Proportionate EBITDA of jointly controlled entities

             

780,606

 

780,606

Adjusted EBITDA

 

2,453,690

 

2,618,078

 

81,883

 

406,298

 

47,045

 

101,237

 

-304,034

 

5,404,197

                 
                 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

   

Port

 

Railroads

    

Asia

 

45,105

 

3,610,625

 

 

 

 

 

 

 

 

 

 

 

3,655,730

North America

 

635,749

             

635,749

Latin America

 

153,027

 

 

 

 

 

 

 

 

 

 

 

 

 

153,027

Europe

 

1,839,732

 

1,006,129

           

2,845,861

Other

 

23,858

 

 

 

 

 

 

 

 

 

 

 

-1,248,867

 

-1,225,009

Foreign market

 

2,697,471

 

4,616,754

         

-1,248,867

 

6,065,358

Domestic market

 

9,695,736

 

679,974

 

194,842

 

1,074,216

 

211,797

 

415,577

 

-1,025,068

 

11,247,074

TOTAL

 

12,393,207

 

5,296,728

 

194,842

 

1,074,216

 

211,797

 

415,577

 

-2,273,935

 

17,312,432

FS-65

FS-67


 
                 
  12/31/2011 
  Steel Mining  Logistics Energy Cement  Corporate expenses/eliminationConsolidated 
   Ports   Railroad    
Revenues and expenses                 
Metric tons (thou.) - (unaudited) (*)  4,895,581  23,849,514        1,754,596     
Revenues                 

Domestic market 

 8,190,463  834,144  142,778  1,022,885  183,492  332,950  (564,796)  10,141,916 

Foreign market 

 1,287,274  5,107,707          (17,313)  6,377,668 
Cost of sales and services  (7,038,168)  (2,185,149)  (85,474)  (667,186)  (105,497)  (268,432)  549,062  (9,800,844) 
Gross profit  2,439,569  3,756,702  57,304  355,699  77,995  64,518  (33,047)  6,718,740 
Selling and administrative expenses  (471,003)  (149,862)  (18,303)  (90,020)  (25,408)  (67,712)  (357,385)  (1,179,693) 
Depreciation  606,810  161,655  5,674  105,454  22,495  23,222  4,058  929,368 
Adjusted EBITDA  2,575,376  3,768,495  44,675  371,133  75,082  20,028  (386,374)  6,468,415 
 
  12/31/2011 
  Steel Mining  Logistics Energy Cement Corporate expenses/eliminationConsolidated 
    Ports Railroad   
Sales by geographical area                 
Asia  31,255  4,250,002            4,281,257 
North America  502,486              502,486 
Latin America  147,363              147,363 
Europe  560,880  857,705            1,418,585 
Other  45,290            (17,313)  27,977 
Foreign market  1,287,274  5,107,707          (17,313)  6,377,668 
Domestic market  8,190,463  834,144  142,778  1,022,885  183,492  332,950  (564,796)  10,141,916 
TOTAL  9,477,737  5,941,851  142,778  1,022,885  183,492  332,950  (582,109)  16,519,584 

table of contents

Profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2012

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

   

Port

 

Railroads

    

Metric tons (thou.) - (unaudited) (*)

 

5,828,718

 

20,181,321

 

 

 

 

 

 

 

1,972,020

 

 

 

 

Net revenues

                

Domestic market

 

8,478,244

 

713,445

 

151,514

 

1,066,756

 

228,667

 

387,672

 

-567,486

 

10,458,812

Foreign market

 

2,324,038

 

3,772,104

         

-1,326,365

 

4,769,777

Total net revenue (Note 22)

 

10,802,282

 

4,485,549

 

151,514

 

1,066,756

 

228,667

 

387,672

 

-1,893,851

 

15,228,589

Cost of sales and services (Note 23)

 

-8,867,820

 

-2,449,839

 

-82,585

 

-729,684

 

-153,031

 

-286,316

 

1,310,608

 

-11,258,667

Gross profit

 

1,934,462

 

2,035,710

 

68,929

 

337,072

 

75,636

 

101,356

 

-583,243

 

3,969,922

General and administrative expenses (Note 23)

 

-616,976

 

-59,404

 

-20,482

 

-95,246

 

-21,792

 

-68,195

 

-359,313

 

-1,241,408

Depreciation (Note 10 b)

 

750,507

 

190,019

 

6,653

 

139,386

 

17,238

 

26,902

 

-44,972

 

1,085,733

Proportionate EBITDA of jointly controlled entities

             

717,627

 

717,627

Adjusted EBITDA

 

2,067,993

 

2,166,325

 

55,100

 

381,212

 

71,082

 

60,063

 

-269,901

 

4,531,874

                 
                 
                 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2012

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

   

Port

 

Railroads

    

Asia

 

30,495

 

2,964,154

 

 

 

 

 

 

 

 

 

 

 

2,994,649

North America

 

585,505

 

16,589

           

602,094

Latin America

 

203,069

 

 

 

 

 

 

 

 

 

 

 

 

 

203,069

Europe

 

1,491,195

 

791,361

           

2,282,556

Other

 

13,774

 

 

 

 

 

 

 

 

 

 

 

-1,326,365

 

-1,312,591

Foreign market

 

2,324,038

 

3,772,104

         

-1,326,365

 

4,769,777

Domestic market

 

8,478,244

 

713,445

 

151,514

 

1,066,756

 

228,667

 

387,672

 

-567,486

 

10,458,812

TOTAL

 

10,802,282

 

4,485,549

 

151,514

 

1,066,756

 

228,667

 

387,672

 

-1,893,851

 

15,228,589

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2011 (**)

  

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

    

Ports

 

Railroads

    

Profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metric tons (thou.) - (unaudited) (*)

 

4,895,581

 

23,849,514

 

 

 

 

 

 

 

1,754,596

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic market

 

8,190,463

 

834,144

 

142,778

 

1,022,885

 

183,492

 

332,950

 

-564,796

 

10,141,916

Foreign market

 

1,287,274

 

5,021,814

 

 

 

 

 

 

 

 

 

68,580

 

6,377,668

  

9,477,737

 

5,855,958

 

142,778

 

1,022,885

 

183,492

 

332,950

 

-496,216

 

16,519,584

Cost of sales and services (Note 23)

 

-7,038,168

 

-2,185,149

 

-85,474

 

-667,186

 

-105,497

 

-268,432

 

549,062

 

-9,800,844

Gross profit

 

2,439,569

 

3,670,809

 

57,304

 

355,699

 

77,995

 

64,518

 

52,846

 

6,718,740

General and administrative expenses (Note 23)

 

-471,003

 

-63,967

 

-18,303

 

-90,020

 

-25,408

 

-67,712

 

-443,280

 

-1,179,693

Participação acionistas não controladores

                

Outras receitas operacionais

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation (Note 10 b)

 

606,810

 

161,655

 

5,674

 

105,454

 

22,495

 

23,222

 

4,058

 

929,368

Adjusted EBITDA

 

2,575,376

 

3,768,497

 

44,675

 

371,133

 

75,082

 

20,028

 

-386,376

 

6,468,415

                 
                 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2011 (**)

  

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

    

Ports

 

Railroads

    

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

31,255

 

4,188,229

 

 

 

 

 

 

 

 

 

61,774

 

4,281,258

North America

 

502,486

 

 

 

 

 

 

 

 

 

 

 

 

 

502,486

Latin America

 

147,363

 

 

 

 

 

 

 

 

 

 

 

 

 

147,363

Europe

 

560,880

 

833,585

 

 

 

 

 

 

 

 

 

24,120

 

1,418,585

Other

 

45,290

 

 

 

 

 

 

 

 

 

 

 

-17,314

 

27,976

Foreign market

 

1,287,274

 

5,021,814

 

 

 

 

 

 

 

 

 

68,580

 

6,377,668

Domestic market

 

8,190,463

 

834,144

 

142,778

 

1,022,885

 

183,492

 

332,950

 

-564,796

 

10,141,916

TOTAL

 

9,477,737

 

5,855,958

 

142,778

 

1,022,885

 

183,492

 

332,950

 

-496,216

 

16,519,584

 

(*) The ore sales volumes presented in this note take into consideration Company sales and the interest in its subsidiaries and jointly controlled entities (Namisa 60%).

                 
  12/31/2010 
  Steel Mining LogisticsEnergy Cement Corporate expenses/eliminationConsolidated 
   Ports Railroad
Revenues and expenses          
Metric tons (thou.) - (unaudited) (*)  4,795,851  18,554,984        991,789     
Revenues                 

Domestic market 

 8,763,470  573,976  119,315  838,436  113,517  201,841  (363,750)  10,246,805 

Foreign market 

 1,162,539  3,041,166            4,203,705 
Cost of sales and services  (6,225,820)  (1,252,474)  (70,046)  (521,747)  (41,579)  (163,631)  392,571  (7,882,726) 
Gross profit  3,700,189  2,362,668  49,269  316,689  71,938  38,210  28,821  6,567,784 
Selling and administrative expenses  (443,100)  (69,068)  (16,590)  (70,644)  (25,555)  (43,119)  (350,759)  (1,018,835) 
Depreciation  519,411  145,817  5,577  102,629  22,501  13,648  (3,414)  806,169 
Adjusted EBITDA  3,776,500  2,439,417  38,256  348,674  68,884  8,739  (325,352)  6,355,118 
 
  12/31/2010 
  Steel  Mining  Logistics Energy  Cement  Corporate expenses/elimination Consolidated 
    Ports    Railroad    
Sales by geographical area                 
Asia  40,752  2,513,499            2,554,251 
North America  432,229              432,229 
Latin America  193,692              193,692 
Europe  454,997  527,667            982,664 
Other  40,869              40,869 
Foreign market  1,162,539  3,041,166            4,203,705 
Domestic market  8,763,470  573,976  119,315  838,436  113,517  201,841  (363,750)  10,246,805 
TOTAL  9,926,009  3,615,142  119,315  838,436  113,517  201,841  (363,750)  14,450,510 

(**) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

 

(*) The ore sales volumes presented in this note take into consideration Company´s salesAdjusted EBITDA is the tool based on which the chief operating decision maker measures segment performance and the interest in its subsidiariescapacity to generate recurring operating cash, and jointly controlled entities (Namisa 60%).

FS-66


                 
  12/31/2009 
  Steel Mining LogisticalEnergy Cement Corporate expenses/eliminationConsolidated 
   Ports Railroad
Revenue and expenses               
Tonnes (thou.) - (unaudited) (*)  4,110,266  17,478,837        338,272     
Revenue                 

Domestic market 

 7,045,510  247,490  144,363  822,503  116,641  60,380  (330,353)  8,106,534 

Foreign market 

 1,155,780  1,716,050            2,871,830 
Cost of sales and services  (5,692,531)  (1,247,696)  (75,563)  (464,104)  (43,363)  (60,893)  373,376  (7,210,774) 
Gross profit  2,508,759  715,844  68,800  358,399  73,278  (513)  43,023  3,767,590 
Selling and administrative expenses  (370,445)  (39,745)  (14,290)  (58,283)  (24,978)  (16,135)  (403,325)  (927,201) 
Depreciation  484,351  134,665  10,776  109,514  25,234  8,714  6,898  780,152 
Adjusted EBITDA  2,622,665  810,764  65,286  409,630  73,534  (7,934)  (353,404)  3,620,541 
 
  12/31/2009 
  Steel Mining LogisticalEnergy Cement Corporate expenses/eliminationConsolidated 
   Ports Railroad
Sales by geography                
Asia  248,663  1,368,608            1,617,271 
North America  322,798  79,426            402,224 
Latin America  117,982              117,982 
Europe  424,314  268,016            692,330 
Other  42,023              42,023 
Foreign market  1,155,780  1,716,050            2,871,830 
Domestic market  7,045,510  247,490  144,363  822,503  116,641  60,380  (330,353)  8,106,534 
TOTAL  8,201,290  1,963,540  144,363  822,503  116,641  60,380  (330,353)  10,978,364 

(*) The ore sales volumes presented in this note take into consideration Company´s sales and the interest in its subsidiaries and jointly controlled entities (Namisa 60%).

The adjusted EBITDA consists of profit for the year plusless net finance income (costs), income tax and social contribution, depreciation and amortization, share of profits of investments, and other operating income (expenses), which are deducted because they mainly refer to non-recurring itemsplus the proportional EBITDA of jointly controlled entities. Even though it is an indicator used in segment performance measurements, EBITDA is not a measurement recognized by accounting practices adopted in Brazil or IFRS, does not have a standard definition, and may not be comparable with measurements using similarnames provided by other entities. As required by IFRS 8, the table below shows the reconciliation of the operation.measurement used by the chief operating decision maker with the results determined using the accounting practices.

FS-68


  

12/31/2013

 

12/31/2012

 

12/31/2011(*)

Profit (loss) for the year

 

533,994

 

-480,574

 

3,667,234

Depreciation (Note 10 b)

 

1,093,830

 

1,085,733

 

929,368

Income tax and social contribution (Note 15)

 

74,161

 

-952,208

 

83,885

Finance income (Note 25)

 

2,511,599

 

2,151,351

 

2,005,803

EBITDA

 

4,213,584

 

1,804,302

 

6,686,290

Other operating income (expenses) (Note 24)

 

568,145

 

2,651,381

 

-217,875

Share of profits of investees

 

-158,138

 

-641,436

 

 

Proportionate EBITDA of jointly controlled entities

 

780,606

 

717,627

  

Adjusted EBITDA (*)

 

5,404,197

 

4,531,874

 

6,468,415

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

 

(*) The Company’s executive officers use AdjustedCompany discloses its adjusted EBITDA as a tool to measurenet of its share of profits of investments and other operating income (expenses) because it understands that these should not be included in the calculation of recurring operating cash generation capacity, as well as a means for allowing it to make comparisons with other companies.

       
  12/31/2011  12/31/2010  12/31/2009 
Adjusted EBITDA  6,468,415  6,355,118  3,620,541 
Depreciation  (929,368)  (806,169)  (780,152) 
Other operating income (expenses) (Note 25)  217,875  (550,603)  720,843 
Finance income (expenses) (Note 26)  (2,005,803)  (1,911,458)  (246,435) 
Pretax income  3,751,119  3,086,888  3,314,797 
Income tax and social contribution (Note 9)  (83,885)  (570,697)  (699,616) 
Profit for the year  3,667,234  2,516,191  2,615,181 

generation.

 

28.27.  EARNINGS (LOSS) PER SHARE (EPS)

 

Basic earnings (loss) per share:

 

Basic earnings (loss) per share have been calculated based on the profit attributable to the owners of CSN divided by the weighted average number of common shares outstanding during the year, (after the stock split), excluding the common shares purchased and held as treasury shares, as follows:

 

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

Common shares

Profit (loss) for the year

     

Attributed to owners of the Company

509,025

 

-420,113

 

3,706,033

Weighted average number of shares

1,457,970

 

1,457,970

 

1,457,970

Basic and diluted EPS

0.34913

 

-0.28815

 

2.54191

FS-67


       
  12/31/2011  12/31/2010  12/31/2009 
  Common shares
Profit for the year       

Attributed to Company owners 

 3,706,033  2,516,376  2,618,934 

Attributed to non-controlling interests 

 (38,799)  (185)  (3,753) 
Weighted average number of shares  1,457,970  1,457,970  1,492,453 
Basic and diluted EPS  2,54191  1,72594  1,75478 

 

29.28.  EMPLOYEE BENEFITS

 

The pension plans granted by the Company cover substantially all employees. The plans are administered by Caixa Beneficente dos Empregados da CSN (‘CBS”), which is a private non-profit pension fund established in July 1960. The members of CBS are employees—and former employees—of the Company and some subsidiaries that joined the fund through an agreement, and the employees of CBS itself. The Executive Officers of CBS is comprised of a CEO and two other executive officers, all appointed by CSN, which is the main sponsor of CBS. The Decision-Making Board is the higher decision-making and guideline-setting body of CBS, presided over by the president of the pension fund and made up of 10ten members, six chosen by CSN in its capacity as main sponsor of CBS and four elected by the fund’s participants.

 

Until December 1995, CBS Previdência administered two defined benefit plans based on years of service, salary and Social Security benefits. On December 27, 1995 the then Private Pension Secretariat (“SPC”) approved the implementation of a new benefit plan, effective beginning that date, and called Mixed Supplementary Benefit Plan (‘Mixed Plan”), structured in the form of a variable contribution plan. Employees hired after that date were only entitled to join the new Mixed Plan. In addition, all active employees who were participants of the old defined benefitsbenefit plans had the opportunity to switch to the new Mixed Plan.

FS-69


table of contents

 

As of December 31, 20112013 CBS had 31,48233,939 participants (30,540(33,037 as of December 31, 2010)2012), of whom 16,60319,325 were active contributors (15,433(18,262 as of December 31, 2010)2012), 9,7059,460 were retired employees (9,888(9,587 as of December 31, 2010)2012), and 5,1745,154 were related beneficiaries (5,219(5,188 as of December 31, 2010).Out2012). Out of the total participants as atof December 31, 2011, 13,7262013, 13,061 belonged to the defined benefit plan, and 17,75618,457 to the mixed plan, 1,568 to the CBSPrev Namisa plan, and 763 to the CBSPrev plan.

 

The plan assets of CBS are primarily invested in repurchase agreements (backed by federal government bonds), federal securities indexed to inflation, shares, loans and real estate. As of December 31, 20112013 CBS held 12,788,231 common shares of CSN (12,788,231 common shares as of December 31, 2010)2012). The total plan assets of the entity amounted to R$3.8 billion and R$3.64.1 billion as atof December 31, 2011 and 2010, respectively.2013 (R$4.3 billion as of December 31, 2012). The administrators of the CBS funds seek to match plan assets with benefit obligations payable on a long-term basis. Pension funds in Brazil are subject to certain restrictions regarding their capacity for investment in foreign assets and, therefore, these funds invest mainly in Brazilian securities.

          

Plan Assets are all available assets and the benefit plans’ investments, not including the amounts of debts to sponsors.

For the defined benefit plans “35% of salary average” and “salary average Supplementation Plan”, the Company holds a financial guarantee with CBS Previdência, the entity that administrates said plans, to ensure their financial and actuarial balance, in the event of any future actuarial loss or actuarial gain. As provided for in the prevailing law that governs the pension fund market, for the years ended December 31, 2012 and 2013, there was no need for CSN to pay the installments, since the defined benefit plan posted actuarial gains for the period. 

 

a.     Description of the pension plans

 

Plan covering 35% of average salary

 

This plan began on February 1, 1966 and is a defined benefit plan aimed at paying pensions (for length of service, special situations, disability or old age) on a lifetime basis, equivalent to 35% of the adjusted average of the participant’s salary for the last 12 months. The plan also guarantees sick pay to participants on Official Social Security leaves of absence and further ensures payments of savings fund, funeral allowance and pecuniary aid. This plan was discontinued on October 31, 1977 when the new supplementary plan based on average salary took effect.

 

Supplementary average salary plan

 

This plan began on November 1, 1977 and is a defined benefit plan, aimed at complementing the difference between the adjusted average of the participant’s salary for the last 12 months and the Official Social Security benefit for retirement, alsoon a lifetime basis. As in the 35% plan, there is coverage for the benefits of sick pay, death and pension. This plan was discontinued on December 26, 1995 with the creation of the mixed supplementary benefit plan.

FS-68


 

Mixed supplementary benefit plan

 

This plan began on December 27, 1995 and is a variable contribution plan. Besides the scheduled retirement benefit, it also covers the payment of risk benefits (pension paid while the participant is still working, disability compensation and sick/accident pay).Under. Under this plan, the retirement benefit is calculated based on the amount accumulated by the monthly contributions of the participants and sponsors, as well as on each participant’s option for the manner in which they receive them, which can be lifetime (with or without continuity of pension for death) or through a percentage applied to the balance of the fund generating the benefit (loss for indefinite period).After. After retirement is granted, the plan takes on the characteristics of a defined benefit plan. This plan was discontinued on October 16, 2013 when the CBSOPrev plan became effective.

CBS Prev Plan

FS-70


The new CBS Prev Plan, which is a defined contribution plan, started on September 16, 2013. Under this plan, the retirement benefit is determined based on the accumulated amount by monthly contributions of participants and sponsors. To receive the benefit, each participant can opt for: (a) receiving part in cash (up to 25%) and the remaining balance through a monthly income through a percentage applied to the fund generating the benefit, not being applicable to death pension benefits, or (b) receive only a monthly income through a percentage applied to the fund generating the benefit.

With the creation of the CBS Prev Plan, the mixed supplementary benefit plan was discontinued for the entry of new participants as from September 16, 2013.

 

b.     Investment policy

 

The investment policy establishes the principles and guidelines that will govern the investments of funds entrusted to the entity, in order to foster the security, liquidity and profitability required to ensure equilibrium between the plan’s assets and liabilities, based on an ALM (Asset Liability Management) study that takes into consideration the benefits of participants and beneficiaries for each plan.

 

The investment plan is reviewed annually and approved by the Decision-Making Board considering a 5-year horizon, as established by resolution CGPC 7 of December 4, 2003. The investment limits and criteria established in the policy are based on Resolution 3792/3,792/09 published by the National Monetary Council (“CMN”).

 

c.     Employee benefits

 

The actuarial calculations are updated at the end of each annual reporting period by outside actuaries and presented in the financial statements pursuant to IAS 19Employee Benefits

     
  12/31/2011  12/31/2010 
Obligations recognized in the balance sheet     
Pension plan benefits  11,673   
Post-employment healthcare benefits  457,377  367,839 
  469,050  367,839 

        
 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

Actuarial asset

 

Actuarial liability

Pension plan benefits (Note 8)

97,051

 

93,546

 

11,139

 

17,939

Post-employment healthcare benefits

    

473,966

 

547,652

 

97,051

 

93,546

 

485,105

 

565,591

 

The reconciliation of employee benefits’ assets and liabilities is as follows:

     
  12/31/2011  12/31/2010 
Present value of defined benefit obligations  (2,153,649)  (1,982,556) 
Fair value of plan assets  2,384,450  2,316,018 
(Deficit)/surplus  230,801  333,462 
Restriction to actuarial assets due to recovery limitation  (174,926)  (280,582) 
(Liabilities)/assets, net  55,875  52,880 
Liabilities  (11,673)   
Assets (*)  67,548  52,880 
Net (liabilities)/assets recognized in the balance sheet  (11,673)   

 

12/31/2013

 

12/31/2012

Present value of defined benefit obligation

2,263,012

 

2,666,261

Fair value of plan assets

-2,684,783

 

-2,923,483

Deficit/(surplus)

-421,771

 

-257,222

Restriction to actuarial assets due to recovery limitation

335,859

 

181,615

Liabilities/(assets), net

-85,912

 

-75,607

Liabilities

11,139

 

17,939

Assets

-97,051

 

-93,546

Net liabilities/(assets) recognized in the balance sheet

-85,912

 

-75,607

 

Changes in the present value of defined benefit obligation during the year2013 are as follows:

 

 

12/31/2013

 

12/31/2012

Present value of obligations at the beginning of the year

2,666,261

 

2,153,649

Cost of services

6,375

 

5,801

Interest cost

239,310

 

215,850

Benefits paid

-208,951

 

-193,563

Actuarial loss/(gain)

-439,983

 

484,524

Present value of obligations at the end of the year

2,263,012

 

2,666,261

FS-69FS-71


 
       
  12/31/2011  12/31/2010  31/12/2009 
Present value of obligations at the beginning of the year  1,982,556  1,731,767  1,415,029 
Cost of services  5,579  1,313  1,249 
Interest cost  202,242  185,285  174,122 
Benefits paid  (178,403)  (166,147)  (148,561) 
Actuarial loss/(gain)  141,675  225,341  287,146 
Other    4,997  2,782 
Present value of obligations at the end of the year  2,153,649  1,982,556  1,731,767 

table of contents

Changes in the fair values of plan assets in the current yearduring 2013 are as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Fair value of assets at the beginning of the year  2,316,018  2,160,158  1,396,350 
Expected return on plan assets  260,163  218,229  176,356 
Sponsors' contributions  67,709  63,109  68,890 
Participants' contributions      2,782 
Benefits paid  (178,402)  (166,147)  (148,561) 
Actuarial (gains) losses  (81,038)  40,669  664,341 
Fair value of plan assets at the end of the year  2,384,450  2,316,018  2,160,158 

 

12/31/2013

 

12/31/2012

Fair value of assets at the beginning of the year

-2,923,483

 

-2,384,450

Expected return on plan assets

-263,410

 

-272,406

Sponsors' contributions

 

 

-3,797

Benefits paid

208,951

 

193,563

Actuarial gains/(losses)

293,159

 

-456,393

Fair value of assets at the end of the year

-2,684,783

 

-2,923,483

 

The amounts recognized in the income statement for the year ended December 31, 2013 are comprised as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Cost of current services  (5,579)  (1,313)  (1,249) 
Interest cost  (202,242)  (185,285)  (174,122) 
Expected return on plan assets  260,163  218,229  176,356 
Sponsors' contributions transferred in prior year  67,710  63,109  68,890 
  120,052  94,740  69,875 
Total unrecognized revenue (*)  103,678  94,740  73,357 
Total (costs)/revenue recognized in the income statement  16,374    (3,482) 
Total (costs)/revenue, net  120,052  94,740  69,875 

 

12/31/2013

 

12/31/2012

Cost of current services

6,375

 

5,801

Interest cost

239,310

 

215,850

Expected return on plan assets

-263,410

 

-272,406

Interest on the asset ceiling effect

16,908

  

Sponsors' contributions transferred in prior year

 

 

-3,797

 

-817

 

-54,552

Total unrecognized costs (income) (*)

168

 

-37,477

Total costs/(income) recognized in the income statement

-985

 

-17,075

Total costs (revenue), net (*)

-817

 

-54,552

 

(*) The Company did not recognize in its balance sheetEffect of the asset and the balancing items thereto resulting from the actuarial valuationlimit of surplus plans because there is no clear evidenceparagraph 58 (b) of its realization, in accordance with IAS 19Employee benefits.Benefits.

 

The (cost)/income is recognized in the income statement in other operating expenses.

 

Changes in actuarial gains and losses in 2013 are as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Actuarial gains and (losses)  (222,712)  (184,671)  377,195 
Restriction due to recovery limitation  105,655  99,509  (361,355) 
  (117,057)  (85,162)  15,840 
Actuarial gains and (losses) recognized in other comprehensive income  (28,048)     
Unrecognized actuarial gains/(losses) (*)  (89,009)  (85,162)  15,840 
Total cost of actuarial (gains) and losses  (117,057)  (85,162)  15,840 

 

12/31/2013

 

12/31/2012

Actuarial (gains) and losses

-146,823

 

28,131

Restriction due to recovery limitation

137,336

 

6,688

 

-9,487

 

34,819

Actuarial (gains) and losses recognized in other comprehensive income

-9,319

 

-2,658

Unrecognized actuarial (gains) and losses (*)

-168

 

37,477

Total cost of actuarial (gains) and losses

-9,487

 

34,819

(*) The actuarial loss resultsActuarial (gains) losses result from the fluctuation in the investments that form CBS’s asset portfolio.

 

Breakdown of actuarial gains and losses:

12/31/2013

(Gain)/loss due to change in demographic assumptions (*)

57,015

(Gain)/loss due to change in financial assumptions (*)

-586,272

Gain)/loss due to adjustments to experience

89,275

Return on plan assets (less interest income)

293,160

Actuarial (gains) and losses

-146,822

(*) Breakdown required based on item 41 of IAS 19 (R1).

The history of actuarial gains and losses is as follows:

 

FS-70FS-72


 
         
  12/31/2011  12/31/2010  12/31/2009  01/01/2009 (**) 
Present value of defined benefit obligations  (2,153,649)  (1,982,556)  (1,731,767)  (1,415,029) 
Fair value of plan assets  2,384,450  2,316,018  2,160,158  1,396,350 
Surplus  230,801  333,462  428,391  (18,679) 
Experience adjustments to plan obligations  141,675  225,341  287,146   
Experience adjustments to plan assets  (81,038)  40,669  664,341   

 

table of contents

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

01/01/2009

Present value of defined benefit obligations

2,263,012

 

2,666,261

 

2,153,649

 

1,982,556

 

1,731,767

 

-1,415,029

Fair value of plan assets

-2,684,783

 

-2,923,483

 

-2,384,450

 

-2,316,018

 

-2,160,158

 

1,396,350

Deficit/(surplus)

-421,771

 

-257,222

 

-230,801

 

-333,462

 

-428,391

 

-18,679

Experience adjustments to plan obligations

-439,983

 

484,524

 

141,674

 

225,341

 

287,146

  

Experience adjustments to plan assets

-293,159

 

456,393

 

-81,038

 

40,669

 

664,341

 

 

The main actuarial assumptions used were as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Actuarial funding method  Projected unit credit  Projected unit credit  Projected unit credit 
Functional currency  Real (R$)  Real (R$)  Real (R$) 
Recognition of plan assets  Fair value  Fair value  Fair value 
Amount used as estimate of equity at the end of the year Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amountsrecorded Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amountsrecorded Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amountsrecorded
Discount rate  10.46%  10.66%  11.18% 
Inflation rate  4.6%  4.4%  4.20% 
Nominal salary increase rate  5.65%  5.44%  5.24% 
Nominal benefit increase rate  4.6%  4.4%  4.20% 
Rate of return from investments  11,52% - 12,24%  11,31% - 12,21%  10,21% - 10,78% 
General mortality table  AT 2000 segregated by gender  AT 2000 segregated by gender  AT 2000 segregated by gender 
Disability table  Mercer Disability with probabilities multiplied by 2  Mercer Disability with probabilities multiplied by 2  Mercer Disability with probabilities multiplied by 2 
Disability mortality table  Winklevoss - 1%  Winklevoss - 1%  Winklevoss - 1% 
Turnover table  2% p.a. millennium plan, nil for defined benefit plans 2% p.a. millennium plan, nil for defined benefit plans 2% p.a. millennium plan, nil for defined benefit plans
Retirement age  100% on first date he/shed becomes eligible for  programmed retirement benefit under plan  100% on first date he/shed becomes eligible for  programmed retirement benefit under plan  100% on first date he/shed becomes eligible for  programmed retirement benefit under plan 
 
Household of active participants  95% will be married at the time of retirement, with  the wife being 4 years younger than the husband  95% will be married at the time of retirement, with  the wife being 4 years younger than the husband  95% will be married at the time of retirement, with  the wife being 4 years younger than the husband 

 

12/31/2013

 

12/31/2012

Actuarial financing method

Projected unit credit

 

Projected unit credit

Functional currency

Real (R$)

 

Real (R$)

Recognition of plan assets

Fair value

 

Fair value

Amount used as estimate of equity at the end of the year

Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amounts recorded

 

Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amounts recorded

Nominal discount rate

11.83%

 

9.31%

Inflation rate

5.00%

 

5.00%

Nominal salary increase rate

6.05%

 

6.05%

Nominal benefit increase rate

6.05%

 

5.00%

Rate of return on investments

11.83%

 

9.31%

General mortality table

Milênio Plan and Medical Care Plan: AT 2000 segregated by gender

 

AT 2000 segregated by gender

35% and Supplementary Average Salary plans: AT 2000 segregated by gender (smoothed)

 

Disability table

Mercer Disability with probabilities multiplied by 2

 

Mercer Disability with probabilities multiplied by 2

Disability mortality table

Winklevoss - 1%

 

Winklevoss - 1%

Turnover table

Millennium plan 3% p.a., nil for DB plans

 

Millennium plan 3% p.a., nil for DB plans

Retirement age

100% on first date he/shed becomes eligible for programmed retirement benefit under plan

 

100% on first date he/shed becomes eligible for programmed retirement benefit under plan

Household of active participants

95% will be married at the time of retirement, with the wife being 4 years younger than the husband

 

95% will be married at the time of retirement, with the wife being 4 years younger than the husband

 

The assumptions related to the mortality table are based on published statistics and mortality tables. These tables represent an average life expectancy in years of employees retiring at the age of 65, as shown below:

       
  12/31/2011  12/31/2010  12/31/2009 
Longevity at age of 65 for current participants       
Male  19.55  19.55  19.55 
Female  22.17  22.17  22.17 

 

12/31/2013

 

12/31/2012

Longevity at age of 65 for current participants

   

Male

20.45

 

19.55

Female

23.02

 

22.17

Longevity at age of 65 for current participants who are 40

   

Male

20.45

 

19.55

Female

23.02

 

22.17

 

Allocation of plan assets:

         
  12/31/2011  12/31/2010 
Variable income  360,958  15.14%  234,303  10.12% 
Fixed income  1,756,831  73.68%  1,961,306  84.68% 
Real estate  190,756  8.00%  52,352  2.26% 
Other  75,905  3.18%  68,057  2.94% 
Total  2,384,450  100.00%  2,316,018  100.00% 

 

Expected long-term return on plan assets:

         
  12/31/2011  12/31/2010     
Variable income  18.05%  15.58%     
Fixed income  10.53%  10.44%     
Real estate  10.34%  9.62%     
Other  10.34%  9.62%     
Total  11.78%  11.62%     

 

 

 

12/31/2013

 

 

 

12/31/2012

Variable income

118,596

 

4.42%

 

110,668

 

3.79%

Fixed income

2,398,472

 

89.34%

 

2,631,187

 

90.00%

Real estate

107,386

 

4.00%

 

118,739

 

4.06%

Other

60,329

 

2.24%

 

62,889

 

2.15%

Total

2,684,783

 

100.00%

 

2,923,483

 

100.00%

 

The actual return on plan assets was R$179,126 (R$258,89829,749 as of December 31, 2010)2013 (R$728,800 as of December 31, 2012).

FS-73


FS-71


Variable-incomeThe fair value measurements of plan assets comprise mainly CSN shares.by major categories are as follows:

 

 

Fair value measurements on plan assets at
December 31, 2013

 

Total

 

Quoted prices
in active markets

 

Unquoted prices

Fixed Income

3,673,181

 

3,376,864

 

296,317

Government Bonds

2,644,401

 

2,644,401

 

-

Corporate Bonds

296,317

 

-

 

296,317

Committed Operations

732,463

 

732,463

 

-

Variable Income

111,141

 

111,141

 

-

Common and Preferred Shares

111,141

 

111,141

 

-

Real State

164,334

 

-

 

164,334

Loans to participants

102,212

 

-

 

102,212

Total

4,050,868

 

3,488,005

 

562,863

Funds not related to risk plans

-1,366,085

    

Fair Value of plan assets at end of year

2,684,783

    

Fixed-income

Fixed income assets comprise mostly debentures, Certificates of Interbank Deposit (“CDI”) and, National Treasury Notes (“NTN-B”). and Committed Operations.

Variable income assets comprise mainly CSN shares.

 

Real estate refers to buildings appraised by a specialized asset appraisal firm. There are no assets in use by CSN and its subsidiaries.

 

Loans to participants follow the rules approved by the CBS's Council and the maximum limit of 15% of total resources, established in Resolution No. 3,792/09 issued by the National Monetary Council (“CMN”)

For the defined benefit plans, the expense as of December 31, 20112013 was R$67,276740 (R$63,1105,256 as of December 31, 2010)2012).

 

For the mixed plan, which has defined contribution components, the expense in 2011 was R$29,487 (R$22,514 as of December 31, 2010)2013 was R$31,542 (R$31,657 as of December 31, 2012).

For the defined contribution plan CBSPrev Namisa, the expense in 2013 was R$1,427 (R$1,466 as of December 31, 2012).

For the defined contribution plan CBSPrev, the expense in 2013 was R$1,122.

 

d.     Expected contributions

 

ExpectedThere are no expected contributions of R$69,244that will be paid to the defined benefitsbenefit plans in 2012.2014.

 

For the mixed supplementary benefitpension plan, which includes defined contribution components, expected contributions of R$27,50031,820 will be paid in 2012.2014.

 

POST-EMPLOYMENT HEALTH CARE PLANe.Sensitivity analysis

FS-74


table of contents

The quantitative sensitivity analysis regarding the significant assumptions, for the pension plans as of December 31, 2013 is as follows:

12/31/2013
 Plan covering 35%of average salarySupplementaryaverage salary planMixed supplementarybenefit plan
 
Assumption: Discount rate      
Sensitivity level0.5%-0.5%0.5%-0.5%0.5%-0.5%
Effect on current service cost and on interest on      
actuarial obligations38-53-302248-1,129-1,129
Effect on present value of obligations-12,97013,980-58,02562,661-23,372-23,372
 
Assumption: Salary growth      
Sensitivity level0.5%-0.5%0.5%-0.5%0.5%-0.5%
Effect on current service cost and on interest on      
actuarial obligations  9-8132-127
Effect on present value of obligations4-447-47206-201
 
Assumption: Mortality table      
Sensitivity level1.0%-1.0%1.0%-1.0%1.0%-1.0%
Effect on current service cost and on interest on      
actuarial obligations-860849-3,2683,189311-236
Effect on present value of obligations-7,2717,176-27,61726,950-3,6933,629
 
Assumption: Benefit adjustment      
Sensitivity level0.5%-0.5%0.5%-0.5%0.5%-0.5%
Effect on current service cost and on interest on      
actuarial obligations659-6242,341-2,220273-273
Effect on present value of obligations5,571-5,27219,730-18,7132,307-2,307

The forecast benefits for future years of the defined benefit plans are as follows:

Forecast benefit payments

2013

Year 1

160,574

Year 2

165,456

Year 3

162,841

Year 4

160,059

Year 5

157,109

Next 5 years

735,292

Total forecast payments

1,541,331

f.Post-employment health care plan

 

Refer to a healthcare plan created on December 1, 1996 exclusively for retired former employees, pensioners, those who received an amnesty, war veterans, widows of employees who died as a result of on-the-job accidents and former employees who retired on or before March 20, 1997 and their related dependents. Since then, the health carehealthcare plan hasdoes not permittedallow the inclusion of new beneficiaries. The plan is sponsored by CSN and administered by Caixa Beneficente dos Empregados da Cia. Siderúrgica Nacional - CBS.  

 

The amounts recognized in the balance sheet were determined as follows:

     
  12/31/2011  12/31/2010 
Present value of obligations  457,377  367,839 
Liabilities  457,377  367,839 

 

12/31/2013

 

12/31/2012

Present value of obligations

473,966

 

547,652

Passivo

473,966

 

547,652

FS-75


table of contents

 

The reconciliation of liabilities for healthcare benefits is as follows:

     
  12/31/2011  12/31/2010 
Actuarial liabilities at the beginning of the year  367,839  317,145 
Interest on actuarial obligation  39,616  35,457 
Sponsor's contributions transferred in prior year  (34,653)  (33,064) 
Recognition of (gain)/loss for the year  84,575  48,301 
Actuarial liabilities at the end of the year  457,377  367,839 

 

12/31/2013

 

12/31/2012

Actuarial liabilities at the beginning of the year

547,652

 

457,377

Interest on actuarial obligation

49,164

 

45,967

Sponsors' contributions transferred in prior year

-34,691

 

-32,874

Recognition of loss for the year

-88,159

 

77,182

Actuarial liabilities at the end of the year

473,966

 

547,652

 

For the post-employment healthcare benefit plan, the expense in 2011 was R$37,343 (R$33,817 as of December 31, 2010)2013 was R$55,720 (R$51,234 as of December 31, 2012).

 

The actuarial gains and losses recognized in shareholders' equity are as follows:

       
  12/31/2011  12/31/2010  12/31/2009 
Actuarial loss on obligation  84,575  48,301  17,232 
Loss recognized in equity  84,575  48,301  17,232 

 

12/31/2013

 

12/31/2012

Actuarial loss on obligation

-88,159

 

77,182

Loss recognized in shareholders' equity

-88,159

 

77,182

 

The history of actuarial gains and losses is as follows:

 

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

01/01/2009

Present value of defined benefit obligation

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

-296,608

Deficit/(surplus)

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

-296,608

Experience adjustments to plan obligations

-88,159

 

77,182

 

84,575

 

48,301

 

17,232

 

9,023

FS-72


         
  12/31/2011  12/31/2010  31/12/2009  01/01/2009 (**) 
Present value of defined benefit obligation  (457,377)  (367,839)  (317,145)  (296,608) 
(Deficit)/surplus  (457,377)  (367,839)  (317,145)  (296,608) 
Experience adjustments to plan obligations  84,575  48,301  17,232  9,023 

(**) IAS 19 requires disclosure of the history for 5 (five) years, although this does not have to be retrospectively applied for a first-time adopter of IFRS.

 

The impact on a one-percent change in the assumed trend rate of the healthcare cost is as follows:

             
  12/31/2011  12/31/2010  12/31/2009 
  Increase  Reduction  Increase  Reduction  Increase  Reduction 
Effect on total cost of current service and finance cost      3,603  (3,128)  3,274  (2,847) 
Effect on defined benefit obligation  42,032  (35,916)  34,122  (29,617)  29,287  (25,461) 

 

12/31/2013

 

12/31/2012

 

Increase

 

Reduction

 

Increase

 

Reduction

Effect on total cost of current service and finance cost

5,472

 

-4,683

 

 

 

 

Effect on defined benefit obligation

46,275

 

-39,605

 

54,292

 

-46,668

 

The actuarial assumptions used for calculating post-employmentpostemployment healthcare benefits were:

       
  12/31/2011  12/31/2010  12/31/2009 
Biometric       
General mortality table  AT 2000 segregated by gender  AT 2000 segregated by gender  AT 2000 segregated by gender 
Turnover  N.A.  N.A.  N.A. 
Household  Actual household  Actual household  Actual household 
 
 
Financial  12/31/2011  12/31/2010  12/31/2009 
Actuarial nominal discount rate  10.46%  10.77%  11.18% 
Inflation  4.6%  4.4%  4.2% 
Increase in medical cost based on age  4.6%  1.5%  1.5% 
Nominal medical costs growth rate  2.31%  2.31%  2.31% 
Average medical costs  299.69  316.22  274.16 

 

12/31/2013

 

12/31/2012

Biometrics

 

 

 

General mortality table

AT 2000 segregated by gender

 

AT 2000 segregated by gender

Turnover

n/a

 

n/a

Household

Actual household

 

Actual household

 

 

 

 

 

 

 

 

Financial

 

 

 

Actuarial nominal discount rate

11.83%

 

9.31%

Inflation

5.00%

 

5.00%

Nominal increase in medical cost based on age

5,53% - 8,15%

 

5,53% - 8,15%

Nominal medical costs growth rate

8.15%

 

8.15%

Average medical cost

380.05

 

345.61

g.Sensitivity analysis

FS-76


table of contents

The quantitative sensitivity analysis regarding the significant assumptions, for the postemployment healthcare plans as of December 31, 2013 is as follows:

 

   

12/31/2013

 

 

Medical Assistance Plan

Assumption: Discount rate

 

Assumption: Discount rate

Sensitivity level

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

14,986

15,107

Effect on present value of obligations

 

-18,916

20,579

 

 

  

Assumption: Salary growth

 

Assumption: Medical Inflation

Sensitivity level

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

20,519

10,364

Effect on present value of obligations

 

46,275

(39,605)

    

Assumption: Mortality table

 

Assumption: Mortality table

Sensitivity level

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

12,426

17,750

Effect on present value of obligations

 

-22,161

22,858

The forecast benefits for future years of the postemployment healthcare plans are as follows:

Forecast benefit payments

2013

Year 1

39,577

Year 2

37,400

Year 3

35,235

Year 4

33,089

Year 5

30,966

Next 5 years

124,419

Total forecast payments

300,686

FS-77


table of contents

29.GUARANTEES 

The Company is liable for guarantees for its subsidiaries and jointly controlled entities, as follows:

 

Currency

 

Maturities

 

Loans

 

Tax foreclosure

 

Other

 

Total

     

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Transnordestina Logísitca

R$

 

Up to 12/8/2027 and indefinite

 

1,875,360

 

1,626,509

 

20,600

 

1,800

 

168,009

 

4,866

 

2,063,969

 

1,633,175

                    

FTL - Ferrovia Transnordestina

R$

 

11/15/2020

 

125,250

           

125,250

  
                    

CSN Cimentos

R$

 

Up to 10/25/2015 and indefinite

 

 

 

 

 

26,423

 

25,403

 

39,287

 

42,397

 

65,710

 

67,800

Prada

R$

 

Up to 2/7/2014 and indefinite

     

10,133

 

10,133

 

21,916

 

21,616

 

32,049

 

31,749

                    

Itá Energética

R$

 

 

 

 

7,326

 

 

 

 

 

 

 

 

 

 

7,326

                    

CSN Energia

R$

 

Indefinite

     

2,829

 

4,192

     

2,829

 

4,192

                    

Congonhas Minérios

R$

 

5/21/2019

 

2,000,000

 

2,000,000

 

 

 

 

 

 

 

 

 

2,000,000

 

2,000,000

                    

Fundação CSN

R$

 

Indefinite

 

1,003

 

1,003

         

1,003

 

1,003

                    

Total in R$

 

 

 

 

4,001,613

 

3,634,838

 

59,985

 

41,528

 

229,212

 

68,879

 

4,290,810

 

3,745,245

                    

CSN Islands VIII

US$

 

 

 

 

 

550,000

 

 

 

 

 

 

 

 

 

 

 

550,000

                    

CSN Islands IX

US$

 

1/15/2015

 

400,000

 

400,000

         

400,000

 

400,000

                    

CSN Islands XI

US$

 

9/21/2019

 

750,000

 

750,000

 

 

 

 

 

 

 

 

 

750,000

 

750,000

                    

CSN Islands XII

US$

 

Perpetual

 

1,000,000

 

1,000,000

         

1,000,000

 

1,000,000

                    

CSN Resources

US$

 

7/21/2020

 

1,200,000

 

1,200,000

 

 

 

 

 

 

 

 

 

1,200,000

 

1,200,000

                    

Sepetiba Tecon

US$

 

3/15/2014

 

15,708

           

15,708

  
                    

CSN Handel

US$

 

6/27/2015

 

100,000

 

 

 

 

 

 

 

 

 

 

 

100,000

 

 

                    

Total in US$

    

3,465,708

 

3,900,000

 

 

 

 

 

 

 

 

 

3,465,708

 

3,900,000

                    

CSN Steel S.L.

EUR

 

1/31/2020

 

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

                    

Total in EUR

    

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

Total in R$

 

 

 

 

8,505,948

 

8,218,991

 

 

 

 

 

 

 

 

 

8,505,948

 

8,218,991

     

12,507,561

 

11,853,829

 

59,985

 

41,528

 

229,212

 

68,879

 

12,796,758

 

11,964,236

FS-78


30.  COMMITMENTS  

 

a.     Take-or-pay contracts

 

As of December 31, 20112013 and 2010,2012, the Company was a party to take-or-pay contracts as shown in the following table:

 

Concessionaire

Type of service

 

Agreement terms and conditions

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

After 2017

 

Total

MRS Logística

Iron ore transportation

 

Contractual clause providing for guaranteed revenue on railway freight. In the case of CSN, this means a minimum payment of 80% of freight estimate.

 

142,190

 

100,368

 

214,639

 

214,639

 

107,319

 

 

 

 

 

536,597

                    

MRS Logística

Steel products transportation

 

Transportation of at least 80% of annual volume agreed with MRS.

 

68,248

 

66,047

 

65,516

 

65,516

 

27,298

     

158,330

                    

MRS Logística

Iron ore, coal and coke transportation

 

Transportation of 8,280,000 metric tons per year of iron ore and 3,600,000 metric tons per year of coal, coke and other reducing agents.

 

23,334

 

128,387

 

132,770

 

132,770

 

132,770

 

132,770

 

1,194,931

 

1,726,011

                    

FCA (*)

Mining products transportation

 

Transportation of at least 1,900,000 metric tons per year.

 

734

 

4,101

            
                    

FCA

FCA railway transportation of clinker to CSN Cimentos

 

Transportation of at least 675,000 metric tons per year of clinker in 2011 and 738,000 metric tons per year of clinker starting 2012.

 

2,733

 

1,478

 

27,300

 

27,300

 

27,300

 

27,300

 

63,701

 

172,901

                    

White Martins

Supply of gas (oxygen, nitrogen and argon)

 

CSN undertakers to buy at least 90% of the annual volume of gas contracted with White Martins.

 

110,999

 

27,941

 

95,301

 

95,301

 

95,301

     

285,903

                    

CEG Rio

Supply of natural gas

 

CSN undertakes to buy at least 70% of the monthly natural gas volume.

 

441,804

 

438,504

 

145,416

 

 

 

 

 

 

 

 

 

145,416

                    

Vale S.A

Supply of iron ore pellets

 

CSN undertakes to buy at least 90% of the volume of iron ore pellets secured by contract. The take-or-pay volume is determined every 18 months.

 

444,642

 

383,327

 

114,962

         

114,962

                    

Compagás

Supply of natural gas

 

CSN undertakes to buy at least 80% of the annual natural gas volume secured agreed with Compagás.

 

18,874

 

18,414

 

18,349

 

18,349

 

18,349

 

18,349

 

128,446

 

201,842

                    

COPEL

Power supply

 

CSN undertakers to buy at least 80% of the annual energy volume contracted with COPEL.

 

15,202

 

18,697

 

8,553

 

8,553

 

8,553

 

8,553

 

28,510

 

62,722

                    

K&K Tecnologia

Processing of blast furnace sludge generated during pig iron production

 

CSN undertakes to supply at least 3,000 metric tons per month of blast furnace sludge for processing at K&K sludge concentration plant.

 

7,585

 

8,460

 

7,074

 

7,074

 

7,074

 

7,074

 

44,212

 

72,508

                    

Harsco Metals

Processing of slag generated during pig iron and steel production

 

Harsco Metals undertakes to process metal products and slag crushing byproducts resulting from CSN’s pig iron and steel manufacturing process, receiving for this processing the amount corresponding to the product of the multiplication of unit price (R$/t) by total production of liquid steel from CSN steel mill, ensuring a minimum production of liquid steel of 400,000 metric tons.

 

40,506

 

42,504

 

15,944

         

15,944

                    

Siemens

Manufacturing, repair, recovery and production of ingot casting machine units

 

Siemens undertakes to manufacture, repair, recover and produce, in whole or in part, ingot casting machine units to provide the necessary off-line and on-line maintenance of continuous ingot casting machine assemblies of the Presidente Vargas plant (UPV). Payment is set at R$/t of produced steel plates.

 

46,424

 

40,596

 

17,213

 

 

 

 

 

 

 

 

 

17,213

(*) in renegotiation phase.

                
     

1,363,275

 

1,278,824

 

863,037

 

569,502

 

423,964

 

194,046

 

1,459,800

 

3,510,349

FS-73

FS-79


 
                     
      Payments  Minimum future payments 
Concessionaire  Type of service  Agreement terms and conditions  2010  2011  2012  2013  2014  2015  After 2015  Total 
MRS Logística Iron ore transportation. Contractual clause providing for guaranteed revenue on railway freight. In the case ofCSN, this means a minimum payment of 80% of freight estimate. 92,504  153,870  176,058  176,058  176,058  176,058  88,029  792,261 
MRS Logística Steel products transportation Transportation of at least 80% of annual volume agreed with MRS.   17,606  58,762  58,762  58,762  58,762  24,484  259,532 
MRS Logística Iron ore, coke and coal transportation. Transportation of 8,280,000 metric tons per year of iron ore and 3,600,000 metric tonsper year of coal, coke and other reducing agents. 7,151  41,463  100,060          100,060 
FCA Mining products transportation. Transportation of at least 1,900,000 metric tons per year. 419  1,324  63,085  63,085        126,170 
FCA FCA railway transportation ofclinker to CSN Cimentos. Transportation of at least 675,000 metric tons per year of clinker in 2011 and 738,000metric tons per year of clinker starting 2012.   1,648  26,937  26,937  26,937  26,937  116,727  224,475 
ALL Railway transportation of steelproducts. Rail transportation of at least, 20,000 metric tons of steel products monthly, which can  vary 10% up or down, originated at the Água Branca Terminal in São Paulo for CSN PR in Araucária, State of Paraná. 10,214  14,774  3,540          3,540 
White Martins Supply of gas (oxygen, nitrogenand argon). CSN undertakers to buy at least 90% of the annual volume of gas contracted withWhite Martins. 103,098  102,274  93,606  93,606  93,606  93,606  93,606  468,030 
CEG Rio Supply of natural gas. CSN undertakes to buy at least 70% of the monthly natural gas volume 431,093  432,449  280,322          280,322 
Vale S.A Supply of iron ore pellets. CSN undertakes to buy at least 90% of the volume of iron ore pellets secured bycontract. The take-or-pay volume is determined every 18 months. 195,221  349,797  176,305  176,305  117,537      470,147 
Compagás Supply of natural gas. CSN undertakes to buy at least 80% of the monthly natural gas volume contracted withCompagás. 15,318  16,884  13,281  13,281  13,281  13,281  119,531  172,655 
COPEL Power supply. CSN undertakers to buy at least 80% of the annual energy volume contracted withCOPEL. 13,178  13,378  7,487  7,487  7,487  7,487  39,934  69,882 
K&K Tecnologia Processing of blast furnace sludge  generated during pig ironproduction. CSN undertakes to supply at least 3,000 metric tons per month of blast furnace sludge for processing at K&K sludge concentration plant. 1,082  6,186  7,074  7,074  7,074  7,074  51,283  79,579 
Harsco Metals Processing of slag generated  during pig iron and steel production. Harsco Metals undertakes to process metal products and slag crushing byproducts  resulting from CSN’s pig iron and steel manufacturing process, receiving for this  processing the amount corresponding to the product of the multiplication of unit price (R$/t) by total production of liquid steel from CSN steel mill, ensuring a minimumproduction of liquid steel of 400,000 metric tons. 37,279  39,739  30,000  30,000  15,000      75,000 
Siemens Manufacturing, repair, recoveryand production of ingot castingmachine units. Siemens undertakes to manufacture, repair, recover and produce, in whole or in part, ingot casting machine units to provide the necessary off-line and on-line maintenance of continuous ingot casting machine assemblies of the Presidente Vargas plant (UPV). Payment is set at R$/t of produce steel plates. 38,569  38,817  32,324  18,856        51,180 
 
      945,126  1,230,209  1,068,841  671,451  515,742  383,205  533,594  3,172,833 

 

table of contents

b.     Concession agreements

 

Minimum future payments related to government concessions as of December 31, 20112013 fall due according to the schedule set out in the following table:

               
    Minimum future payments 
Company
Concession
 Type of service 2012 2013 2014 2015 After 2015 Total
MRS  30-year concession, renewable for another 30 years, to provide iron ore railway transportation services from the Casa de Pedra mines, in Minas Gerais, coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, transportation of export goods to the Itaguaí and Rio de Janeiro Ports, and shipping of finishedgoods to the domestic market. 80,315  80,315  80,315  80,315  823,230  1,144,490 
 
Transnordestina  30-year concession granted on December 31, 1997, renewable for another 30years for the development of public utility to operate the Northeastern railwaysystem. The railway system covers 4,238 kilometers of railroads in the states ofMaranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte. 6,494  6,494  6,494  6,494  74,135  100,111 
 
Tecar  Concession to operate TECAR, a solid bulk terminal, one of the four terminals that  comprise the Itaguaí Port, in Rio de Janeiro, for a period ending 2022 and renewable for another 25 years. 111,225  117,913  125,922  125,922  881,455  1,362,437 
 
Tecon  25-year concession granted in July 2001, renewable for another 25 years, tooperate the container terminal at the Itaguaí Port. 22,129  22,129  22,129  22,129  221,293  309,809 
 
    220,163 226,851 234,860 234,860 2,000,113 2,916,847 

Company

  

 

 

 

 

 

 

 

 

 

  

Concession

Type of service

 

$2,014.00

 

$2,015.00

 

$2,016.00

 

$2,017.00

 

After 2017

 

Total

MRS

30-year concession, renew able for another 30 years, to provide iron ore railway transportation services from the Casa de Pedra mines, in Minas Gerais, coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, transportation of export goods to the Itaguaí and Rio de Janeiro Ports, and shipping of finished goods to the domestic market.

 

90,952

 

90,952

 

90,952

 

90,952

 

750,356

 

1,114,164

FTL (Ferrovia Transnordestina Logística)

30-year concession granted on December 31, 1997, renewable for another 30 years for the development of public utility to operate the Northeastern railway system. The railway system covers 4,238 kilometers of railroads in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

7,296

 

7,296

 

7,296

 

7,296

 

68,702

 

97,886

Tecar

Concession to operate TECAR, a solid bulk terminal, one of the four terminals that comprise the Itaguaí Port, in Rio de Janeiro, for a period ending 2022 and renew able for another 25 years.

 

185,771

 

185,771

 

185,771

 

185,771

 

928,855

 

1,671,939

Tecon

25-year concession granted in July 2001, renewable for another 25 years, to operate the container terminal at the Itaguaí Port.

 

24,756

 

24,756

 

24,756

 

24,756

 

198,045

 

297,069

 

 

 

308,775

 

308,775

 

308,775

 

308,775

 

1,945,958

 

3,181,058

 

c.     Projects and other commitments

 

·         Steel – Flat and long steel

 

CSN intends to produce 500,000 metric tons per year of long steel products, with an estimate of 400,000 t/year of rebar and 100,000 t/year of wirerod. The facilities will use scrap and pig iron as their main raw materials. In addition to this plant, CSN is assessing the option of implementing in Brazil other similar projects, also with 500,000 t/year capacity each.

 

·         Iron ore project

FS-74


 

CSNThe expansion plan projects producing 89 mtpyMtpa of iron ore products including 50 mtpy at Casa de Pedra and 39 mtpy at Namisa.increase port capacity by 84 Mtpa in TECAR. In addition, athe first stage, CSN project producing up to 66 Mtpa of iron ore and is inventinginvesting in the expansion of theexpanding sea port capacity in Itaguaí seaport,, or TECAR, for a capacity of 84 mtpy. The current annual export capacity is equivalent to 30 million metric tons.60 Mtpa. Coal and coke imports are carried out through this the TECAR terminal.

 

Coal and coke imports are made using the TECAR terminal, whose concession agreement is 25 years, extendable for another 25 years.

 

Upon concession termination, all rights and privileges transferred to Tecon will be handed back to CDRJ (Companhia Docas do Rio de Janeiro), together with the assets owned by CSN and those resulting from investments made by CSN in leased assets, declared as returnable assets by CDRJ as they are necessary to the continuity of the related services. Any assets declared as returnable assets will be compensated by CDRJ at their residual value, less related depreciation/amortization.

FS-80


 

·Cement project

Up to December 2011 the Company had invested R$770 million in the constructiontable of an entirely new grinding unit in Volta Redonda and a new clinker blast furnace in Arcos, MG, with production capacity of 2.4 mtpy and 830,000 t/year, respectively. This project represents CSN’s entry into the cement market, taking advantage of the slag generated by its blast furnaces and its limestone reserves in Arcos.

In the fourth quarter of 2011, CSN cement sales totaled 484,346 metric tons (342,799 as of December 31, 2010) and we expect reaching full production capacity by 2012.These investments are partially financed by the BNDES.

contents

·         Nova Transnordestina project

 

The Nova Transnordestina project includes building 1,728 km in new, next-generation, wide-gauge tracks. The project posts a 39% progress and completion is estimated for the end of 2016. The Company expects that the investments will permit Transnordestina Logística S.A. to boost the transportation of several products, such as iron ore, limestone, soy, cotton, sugarcane, fertilizers, oil, and fuel. The investments willConcessionaire of the Nova Transnordestina project, until no longer than 2057: the concession can be financed by means of several agencies, such asterminated before this date if the Northeast Investment Fund (FINOR),minimum return agreed with the Northeast Development Authority (SUDENE) and the BNDES. The CompanyGovernment is reached. Transnordestina has already obtained the required environmental permits and purchased part of the equipment contracted some of theand services and in certain regions the project is at an advanced implementation stage.

 

The financing sources of the project are: (i) financing granted by Banco do Nordeste/ FNE and the BNDES, (ii) debentures issued by FDNE, (iii) Permanent Track Use contracts, and (iv) interest in the capital of CSN and public shareholders. The approved construction investment is R$7,542,000 and the balance of disbursable funds will be adjusted using the IPCA as from April 2012. Should additional funds be required, they will be provided by CSN and/or third parties through the celebration of an Permanent Track Use Agreement.

The Company guarantees 100% of TLSA’s financing granted by Banco do Nordeste/FNE and the BNDES, and 40% of the debentures issued by FDNE. Under the FDNE charter, approved by Federal Decree 6,952/2009, and the Investment Agreement entered into with the public shareholders/ financiers, 50% of the debentures should be converted into TLSA shares.

·Expansion of Cimentos Sudeste

in addition to the current production of approximately 2.4 Mtpa at the Presidente Vargas Plant in Rio de Janeiro, CSN plans to expand its cement operation to 5.4 Mtpa. This additional 3 Mtpa volume will be obtained through the construction of a plant integrated with the cement mill and the clinker furnace in the State of Minas Gerais, where the Company already operates a clinker furnace using limestone from its own mine. The Company is the guarantor of BNDES loans for the Transnordestina project, which as of December 31, 2011 total R$392,874 (R$373,484 as of December 31, 2010). These loans are being used to finance the investmentsassessing growth opportunities in Transnordestina’s infrastructure. The maximum amount of future payments that can be required from the guarantor under the guarantee is R$392,874.other regions.

 

·         CSN’s Logistic Platform Project in Itaguaí

 

Under the terms of the concession agreement, CSN is responsible for unloading at least 3.0 million per year of coal and coke from CSN’s suppliers through the terminal, as well as handling ore shipments. Among the approved investments announced by CSN, we highlight the development and expansion of the solid bulk terminal at Itaguaí so that it can also handle up to 84 million metric tons per year of iron ore.ore per year.

 

·         Long-term agreements with Namisa

 

The Company has signed long-term agreements with Namisa for the provision of port operation services and supplies of run-of-mine (ROM) iron ore from the Casa de Pedra mine, as described below:

 

i. Port operating servicesoperation service agreement

 

FS-75


OnOctober 21, December 30, 2008, CSN entered into an agreement for the provision of port services to Namisa for a 35-year34-year period, consisting of receiving, handling, storing and shipping Namisa’s iron ore in annual volumes that range from 18.0 million to 39.0 million tonnes. On December 30, 2008,metric tons. CSN has received the amount of approximately R$5.3 billion as an advance for part of the payments due for the services to be provided under this agreement. The amounts charged for these port services are reviewed on a quarterly basis and adjusted considering the changes in the market price offor iron ore.

 

ii.II. High Silicasilicon ROM

 

On October 21,December 30, 2008, CSN also entered into an agreement for the supply of high silica crude ironsilicon ROM ore ROM to Namisa for a period of 3530 years in volumes that range from 25.742.0 to 54.0 million tons to 46.5 millionmetric tons per year. On December 30, 2008, CSN has received approximately R$1.6 billion as an advance for part of the payments due for the supplies made under this agreement.

FS-81


table of contents

The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price for iron ore.

III. Low silicon ROM

On December 30, 2008, CSN entered into an agreement for the supply of low silicon ROM ore to beNamisa for a period of 35 years in volumes that range from 2.8 to 5.04 million metric tons per year. CSN has received approximately R$424 million as an advance for part of the payments due for the supplies made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price of iron ore.

iii. Low Silica ROM

On October 21, 2008, CSN entered into an agreement for the supply of low silica crude iron ore ROM ore to Namisa for a period of 9 years in volumes that range from 8 million tons to 30.6 million tons per year. On December 30 2008, CSN has received approximately R$424 billion as an advance for part of the payments due for the supplies to be made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price of iron ore.

 

31.  INSURANCE  

 

Aiming to properly mitigate risk and in view of the nature of its operations, the Company and its subsidiaries have taken out several different types of insurance policies. Such policies are contracted in line with the CSN Risk Management policy and are similar to the insurance taken out by other companies operating in the same lines of business as CSN and its subsidiaries. The risks covered under such policies include the following: Domestic Transportation, International Transportation, Carrier’s Civil Liability, Importation, Exportation, Life and Casualty, Health Coverage, Fleet Vehicles, D&O (Civil Liability Insurance for Directors and Officers), General Civil Liability, Engineering Risks, Sundry Risks, Export Credit, Performance Bond and Port Operator’s Civil Liability.

 

In 2011,2013, after negotiation with insurers and reinsurers in Brazil and abroad, an Insurance Issue Certificate was issued Insurance Issued Certificate to hiringfor the contracting of a policy of Operational Risk of Property DamageDamages and Loss of Profits, with effect from March 23, 2011 to March 22, 2012, which had its term extended by the period of March 23, 2012June 30, 2013 to June 30, 2012.2014. Under the insurance policy, the LMI (Maximum Limit of Indemnity) is R$850,000US$500,000,000 and covers the following units and subsidiaries of the Company:  Usina Presidente Vargas, Mineração Casa de Pedra, Mine, CSN Paraná, Arcos Mining,Terminal de cargas Tecar, Terminal Tecon, Namisa, CSN Porto Real, TECON Terminal, TECAR Coal Terminal, NAMISAHandel and Namisa Handel. CSN Cement. The Company decided to taketakes responsibility for a range of retention of R$170 millionUS$300,000,000 in excess of the deductibles for property damagedamages and loss of profits and co-participate with 53.55% of the risks. The Company plans to reduce the co-participation.profits.

 

In view of their nature, the risk assumptions adopted are not part of the scope of an audit of the financial statements and, accordingly, were not examined by our independent auditors.

 

32.  ADDITIONAL INFORMATION TO CASH FLOWS

     

Consolidated

 

12/31/2013

 

12/31/2012

 

12/31/2011 (*)

Deferred income tax and social contribution paid

45,388  

 

72,780

 

165,321

Increase of PP&E with interest capitalization

490,747  

 

401,827

 

353,156

Capital reduction with no cash effect

153,305  

 

 

 

 

 

689,440

 

474,607

 

518,477

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

33.STATEMENT OF COMPREHENSIVE INCOME

 

12/31/2013

 

12/31/2012

 

12/31/2011 (*)

Profit (loss) for the year

533,994

 

-480,574

 

3,667,234

      

Other comprehensive income

     
      

Items that will not be subsequently reclassified to the statement of income

 

 

 

 

 

Actuarial (losses) gains on defined benefit pension plan, net of taxes, net of deferred tax benefit (expense) of R$-33,143 in 2013, R$11,441 in 2012 and R$38,288 in 2011

64,336

 

106,209

 

-74,331

 

64,336

 

106,209

 

-74,331

      

Items that could be subsequently reclassified to the statement of income

 

 

 

 

 

Cumulative translation adjustments for the year

218,927

 

147,735

 

195,046

Available-for-sale assets, net of taxes, net of deferred tax benefit (expense) of R$-24,410 in 2013, R$-618,648 in 2012 and R$165,962 in 2011

47,385

 

1,499,156

 

 -621,312

Net change in fair value of available-for-sale financial assets transferred to profit or loss

 

 

 

-698,164

 

266,312

 

1,646,891

 

-1,124,430

Total comprehensive income for the year

864,642

 

1,272,526

 

2,468,473

 

 

 

 

 

 

Attributable to:

     

Owners of the Company

839,673

 

1,332,987

 

2,507,272

Non-controlling interests

24,969

 

-60,461

 

-38,799

 

864,642

 

1,272,526

 

2,468,473

      

(*) As disclosed in notes 2(y) and 3, the financial information related to 12/31/11 was not restated by the adoption of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.

FS-82


table of contents

34.SUBSEQUENT EVENTS

·Debentures – 7th issue

In March 2013 the Company issued 40,000 nonconvertible, unsecured debentures, in single series, in the total amount of R$400,000,000 bearing interest at a rate of 111.20% of the CDI rate per annum, and mature in March 2021, with early redemption option.

The net proceeds raised by the Company through the issue will be used to partially settle the 1st installment amortization of the Company’s 6th debenture issue, that due on March 30, 2014.

 

·        Bond issuanceConselho Administrativo de Defesa Econômica – CADE Decision - Usiminas

On April 10, 2014 CADE issued its decision on the matter and a term of undertaking (Termo de Compromisso de Desempenho), or TCD, was executed by CADE and CSN. Under the terms of CADE’s decision and the TCD, CSN shall reduce its interest in Usiminas, within a specified timeframe. The timeframe and percentage reduction are confidential. Furthermore, our political rights in Usiminas will continue to be suspended until we reach the thresholds established in the TCD.

·Prepayment loan

 

On January 30,April 24, 2014, the Company entered into a new prepayment loan issued by Banco Santander in the amount of US$ 200 million which will mature in April 2019.

FS-83


table of contents

The following consolidated financial statements of Namisa, together with the report of Deloitte Touche Tohmatsu Auditores Independentes thereon, are filed as part of this annual report.              

Nacional Minérios S.A.

Page 

Report of Independent Registered Public Accounting Firm

FS-R1

Consolidated financial statements:

Balance sheets as of December 31, 2013 and 2012

FS- 1

Statements of income for the years ended December 31, 2013 and 2012

FS- 3

Statements of comprehensive income for the years ended December 31, 2013 and 2012

FS- 4

Statements of cash flow for the years ended December 31, 2013 and 2012

FS- 5

Statements of changes in shareholders’ equity for the years ended December 31, 2013 and 2012

FS- 6

Notes to consolidated financial statement

FS- 7


table of contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Nacional Minérios S/A.

São Paulo – SP, Brazil

We have audited the accompanying consolidated balance sheet of Nacional Minérios S/A. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Nacional Minérios S/A. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by theInternational Accounting Standards Board - IASB.

/s/ Deloitte Touche Tohmatsu Auditores Independentes

DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES

São Paulo – SP, Brasil

March 28,  2014

FS-R1


table of contents

Nacional Minérios S.A.

    

Consolidated Balance Sheet

     

Thousands of Brazilian reais

 

 

 

 

 

      

Assets

     
   

 

 

 

 

Note

 

2013

 

2012

CURRENT ASSETS

  

 

 

 

Cash and cash equivalents

4

 

4,815,211

 

4,081,425

Trade receivables

5

 

220,739

 

498,578

Inventories

6

 

85,599

 

199,886

Advances to suppliers

  

423,245

 

694,029

Recoverable taxes

7

 

47,866

 

150,891

Loans and receivables

  

51,854

 

26,375

Other assets

  

3,549

 

3,235

Total current assets

  

5,648,063

 

5,654,419

      

NON-CURRENT ASSETS

 

 

 

 

 

Advances to suppliers

8

 

8,522,067

 

7,757,475

Loans and receivables

8

 

39,824

 

69,479

Deferred taxes

9

 

1,968

 

325,706

Recoverable taxes

7

 

124,596

 

140,309

Other assets

  

5,006

 

3,704

Investments

10

 

171,760

 

171,760

Property, plant and equipment

11

 

506,233

 

466,459

Intangible assets

12

 

584,140

 

578,688

Total non-current assets

  

9,955,594

 

9,513,580

      

TOTAL ASSETS

  

15,603,657

 

15,167,999

      
      

The accompanying notes are an integral part of these consolidated financial statements.

FS-1


table of contents

Nacional Minérios S.A.

     

Consolidated Balance Sheet

     

Thousands of Brazilian reais

 

 

 

 

 

      

Liabilities and shareholders´ equity

     
   

 

 

 

 

Note

 

2013

 

2012

LIABILITIES AND SHAREHOLDERS´ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

     

Borrowings and financing

13

 

42,247

 

1,588

Trade payables to third parties

  

40,089

 

76,806

Trade payables to related parties

8

 

17,487

 

131,852

Accrued payroll and related taxes

  

11,522

 

18,456

Taxes payable

  

22,488

 

19,494

Proposed dividends

16

 

336,673

 

736,673

Other payables

  

82,229

 

96,318

Total current liabilities

  

552,735

 

1,081,187

      

NON-CURRENT LIABILITIES

 

 

 

 

 

Borrowings and financing

13

 

339,961

 

335,806

Provision for risks

14

 

5,020

 

5,008

Tax payable

  

65,981

 

-

Other payables

  

15,693

 

14,587

Total non-current liabilities

  

426,655

 

355,401

      

Equity

     

Issued capital

16

 

2,800,000

 

2,800,000

Capital reserves

16

 

6,473,699

 

6,473,699

Earnings reserves

16

 

5,188,931

 

4,296,075

Other comprehensive income

  

161,637

 

161,637

Total equity

  

14,624,267

 

13,731,411

      

TOTAL LIABILITIES AND SHAREHOLDERS´ EQUITY

  

15,603,657

 

15,167,999

      
      

The accompanying notes are an integral part of these consolidated financial statements.

FS-2


Nacional Minérios S.A.

    

Consolidated Statements of Income

     

Thousands of Brazilian reais

 

 

 

 

 

      
   

 

 

 

 

Note

 

2013

 

2012

NET OPERATING REVENUE

18

 

2,369,836

 

3,836,415

COST OF SALES

19

 

-1,090,901

 

-2,203,494

 

 

 

   

GROSS PROFIT

  

1,278,935

 

1,632,921

 

 

 

   

OPERATING EXPENSES

     

Selling expenses

19

 

-419,915

 

-828,646

General and administrative expenses

19

 

-55,966

 

-57,985

Other expenses, net

19

 

-21,033

 

-52,043

   

-496,914

 

-938,674

      

OPERATING PROFIT BEFORE FINANCE INCOME (COSTS)

 

 

782,021

 

694,247

      

FINANCE INCOME

     

Finance income, net

20

 

1,131,149

 

1,034,301

Foreign exchange gains, net

20

 

523,562

 

295,407

   

1,654,711

 

1,329,708

      

PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION

 

 

2,436,732

 

2,023,955

      

INCOME TAX AND SOCIAL CONTRIBUTION

     

Current

9

 

-1,220,138

 

-122,016

Deferred

9

 

-323,738

 

-285,453

      

NET INCOME FOR THE YEAR

  

892,856

 

1,616,486

      

BASIC AND DILUTED EARNINGS

     

PER THOUSAND SHARES - R$

  

1.8794

 

3.4026

      
 

The accompanying notes are an integral part of these consolidated financial statements.

FS-3


Nacional Minérios S.A.

   

Consolidated Statements of Comprehensive Income

   

Thousands of Brazilian reais

 

 

 

    
 

 

 

 

 

2013

 

2012

NET INCOME FOR THE YEAR

892,856

 

1,616,486

    

Other comprehensive income:

   

Exchange differences arising on translation of foreign operation

-

 

-

    

Total comprehensive income for the year

892,856

 

1,616,486

 

   
  

The accompanying notes are an integral part of these consolidated financial statements.

 

FS-4


Nacional Minérios S.A.

    

Consolidated Statement of Cash Flow

    

Thousands of Brazilian reais

 

 

 

 

     
  

2013

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income for the year

 

892,856

 

1,616,486

Adjustments to reconcile the fiscal years net income with funds deriving from operational activities:

    

Inflation adjustments and exchange differences, net

 

-2,529

 

-31,085

Accrued charges on borrowings and financing

 

23,244

 

24,977

Depreciation/depletion/amortization

 

20,716

 

16,423

Income tax and social contribution deferred

 

1,543,876

 

407,469

Provision for sales in installments

 

41,658

 

-42,175

Provision for interest receivable

 

-686,333

 

-656,686

Dividends receivable - MRS Logística

 

-31,841

 

-24,239

Other provisions

 

12,795

 

88,522

 

 

1,814,442

 

1,399,692

(Increase) decrease in operating assets:

    

Trade receivables

 

238,369

 

-203,312

Inventories

 

92,417

 

50,735

Advances to suppliers

 

24,115

 

-16,635

Recoverable taxes

 

-16,585

 

-179,839

Other receivables

 

18,987

 

5,200

     

Increase (decrease) in operating liabilities:

 

   

Trade payables to third parties

 

-55,768

 

-1,715

Trade payables to related parties

 

57,579

 

463,279

Accrued payroll and related taxes

 

892

 

2,815

Taxes payable

 

70,711

 

-1,733

Other payables

 

-5,283

 

-13,043

 

 

   

Dividends received

 

33,171

 

26,057

Income taxes paid

 

-1,084,816

 

-119,268

Interest paid

 

-21,837

 

-27,855

     

Net cash generated by operating activities

 

1,166,394

 

1,384,378

     

CASH FLOWS FROM INVESTING ACTIVITIES

 

   

Purchase of property, plant and equipment

 

-66,841

 

-127,871

Net cash used in investing activities

 

-66,841

 

-127,871

     

CASH FLOWS FROM FINANCING ACTIVITIES

 

   

New borrowings and financing

 

-

 

12,989

Repayment of borrowings and financing

 

-2,655

 

-1,414

Dividends paid

 

-400,000

 

-300,000

 

 

   

Net cash used in financing activities

 

-402,655

 

-288,425

 

 

   

Effect of exchange rate changes on cash and cash equivalents

 

36,888

 

53,538

 

 

   

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

733,786

 

1,021,620

     

Cash and cash equivalents at the beginning of the year

 

4,081,425

 

3,059,805

Cash and cash equivalents at the end of the year

 

4,815,211

 

4,081,425

 

 

733,786

 

1,021,620

The accompanying notes are an integral part of these consolidated financial statements.

FS-5


Nacional Minérios S.A.

Consolidated Statement of Changes in Shareholders' Equity

Thousands of Brazilian reais

 

 

 

 

 

 

 

        
        
  

Capital Reserves

    
 

Share capital

Share premium

Special goodwill reserve

Earnings reserves

Other comprehensive income

Retained earnings

Total

BALANCES AT DECEMBER 31, 2011

1,173,954

6,707,886

1,391,859

2,679,589

161,637

-

12,114,925

        

Net income

     

1,616,486

1,616,486

Capital increase (16.a)

1,626,046

-1,626,046

     

Allocations:

       

Earnings reserves (16.d)

   

1,616,486

 

-1,616,486

 
        

Balances at December 31, 2012

2,800,000

5,081,840

1,391,859

4,296,075

161,637

-

13,731,411

        

Net income

     

892,856

892,856

Allocations:

       

Earnings reserves (16.d)

   

892,856

 

-892,856

 
        

Balances at December 31, 2013

2,800,000

5,081,840

1,391,859

5,188,931

161,637

-

14,624,267

The accompanying notes are an integral part of these consolidated financial statements.

FS-6


table of contents

Nacional Minérios s.a.

Notes to the Financial Statements

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(In thousands of Brazilian reais - R$, unless otherwise stated)

1.GENERAL INFORMATION

Nacional Minérios S.A. (“Company” or “Namisa”) is a private corporation, incorporated in November 2006 and domiciled in Brazil. Its registered head office is in Congonhas, State of Minas Gerais.

The Company is controlled under a Shareholders’ Agreement entered into by Companhia Siderúrgica Nacional (“CSN”), which holds 60% of Namisa shares, and an Asian Consortium formed by the companies Itochu Corporation, JFE Steel Corporation, POSCO, Kobe Steel Ltd., Nisshin Steel Co. Ltd. and China Steel Corp, which jointly hold 40% of Namisa shares.

The Company and its subsidiaries included in the consolidated financial statements operate under joint control and carry out their mining operations in the Ferriferous Quadrilateral, in Minas Gerais, where the Company has ore mining rights and iron ore processing facilities. The Company also has an integrated logistics network, based on long-term contracts with CSN, consisting on a railroad and port facilities used to ship its production. This integrated logistics network allows transporting the iron ore produced in Congonhas, Ouro Preto, Itabirito, Rio Acima, and Nova Lima, State of Minas Gerais, to Itaguaí, State of Rio de Janeiro.

Own iron ore, added to the iron ore purchased from third parties, is basically sold in the international market, mainly in Europe and Asia. The prices charged in these markets are historically cyclical and subject to significant fluctuations over short periods of time, as a result of several factors related to worldwide demand, strategies adopted by the main steel producers, and foreign exchange rate. All these factors are beyond the Company’s control.

2.BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS)issued by the International Accounting Standards Board (IASB).

FS-7


The consolidated financial statements have been prepared based on the historical cost basis, except for certain financial instruments that are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The significant accounting policies adopted in the preparation of the consolidated financial statements are as follows:

a)Foreign currency translation

(i)Functional and presentation currency

The consolidated financial statements have been prepared and are presented in Brazilian reais (R$), which is the Company's functional currency.

In 2012 the Company priced,implemented changes in the management of its wholly-owned subsidiary Namisa International Minérios, S.L.U. (“Namisa International”) and, as a result, started to centralize its corporate strategy, which is now an extension of its parent company’s business. Accordingly, it was necessary to meet the requirements of IAS 21 - Effects of Changes in Exchange Rates, to determine this subsidiary’s functional currency, which until December 31, 2011 was the US dollar. Based on the standard’s requirements, the Company changed this subsidiary’s functional currency to Brazilian real and prospectively recognized, beginning 2012, the translation effects directly in profit or loss for the year.

(ii)Balances and transactions

Foreign currency-denominated transactions are translated into the functional currency using the exchange rates effective on the transaction or valuation dates when items are measured. Exchange gains and losses resulting from the settlement of such transactions and the translation at the foreign exchange rates at year end, related to foreign currency denominated monetary assets and liabilities, are recognized in the income statement under “Foreign exchange gains, net”.

b)Use of estimates and judgments

Critical accounting estimates and assumptions are those deemed important to describe and record the Company’s financial position and require analysis and decision-making power, and more complex and subjective estimates and assumptions by Management. The application of these critical accounting policies frequently requires Management analysis and decision-making about the impacts of matters inherently uncertain with regard to the results from operations and the carrying amounts of assets and liabilities. Actual results may differ from these estimates.

FS-8


table of contents

The estimates and assumptions that present a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are disclosed in the notes to the consolidated financial statements and refer to taxes on income, goodwill impairment testing, revenue recognition, review of useful lives and impairment of property, plant, and equipment, contingent assets and liabilities, legal obligations and obligations related to decommissioning and impairment of assets.

c)Cash and cash equivalents

Include cash, bank deposit accounts and short-term investments, which consist of highly liquid temporary investments, stated at cost plus income earned through the end of the reporting period, with an insignificant risk of change in fair or realizable values.

d)Trade receivables

Correspond to the amounts receivable from customers for the sale of iron ore in the normal course of the Company’s business. These are initially recognized at fair value and subsequently measured using the effective interest method less an allowance for impairment losses, if necessary. Foreign trade receivables are adjusted using the exchange rates prevailing at the end of the reporting period.

e)Inventories 

Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted average cost method on the acquisition of raw materials. The costs of finished products and work in process comprise raw materials, labor and other direct costs (based on the normal production capacity). Net realizable value represents the estimated selling price in the normal course of business, less estimated costs of completion and costs necessary to make the sale.

f)Advances to suppliers

Consist of long-term advances made to CSN for purchases of raw materials and provision of port services. The advances were initially recognized at fair value and are measured at amortized cost plus contractually agreed interest (see note 8). The advances are realized when the raw materials are delivered and port services are provided; 34% of the interest calculated monthly is received in cash. The portion not expected to be realized within 12 months is classified in noncurrent assets.

FS-9


Nacional Minérios S.A.

g)Property, plant and equipment

Property, plant and equipment are carried at historical cost, consisting of the acquisition, production or construction cost, less accumulated depreciation and impairment losses, if any.

The elements of cost of a property, plant and equipment item comprise: (i) its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; (ii) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by Management; and (iii) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. These costs represent the obligation incurred by the Company when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period.

Gains and losses on the disposal of a property, plant and equipment item are calculated by comparing the disposal proceeds with the carrying amount of the property, plant and equipment item, and are recognized at their net amount, as other income, in profit or loss.

Depreciation is recognized in profit or loss using the straight-line method, based on the estimated useful lives of each part of an item of property, plant and equipment, and ore deposits depletion is calculated based on the ore volume extracted as compared to the mineable reserve, as this is the method that most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Land is not depreciated.

The depreciation methods, the useful lives and the residual values are reviewed at the end of the reporting period, and possible adjustments are recognized as changes in accounting estimates.

Exploration expenditures are recognized as expenses until the viability of mining activities is established; after this period subsequent development costs are capitalized. Exploration and valuation expenditures include:

·Research and analysis of exploration area historical data;

·Topographic, geological, geochemical and geophysical studies;

·Determine the mineral asset’s volume and quality;

·Examine and test the extraction processes and methods;

·Topographic surveys of the transportation and infrastructure needs;

·Market studies and financial studies;

The costs for the development of new mineral deposits or capacity expansion in mines in operation are capitalized and amortized using the produced (extracted) units method based on the probable and proven ore quantities.

Stripping costs (the costs associated with the removal of overburdened and other waste materials) incurred during the development of a mine, before production commences, are capitalized as part of the depreciable cost of developing the property. Such costs aresubsequently amortized over the useful life of the mine based on proven and probable reserves.

FS-10


Post-production stripping costs are included in the cost of the inventory produced (that is extracted), except when a new campaign is launched to permit the access to a significant new ore body. In such cases, the cost is capitalized as a non-current asset and amortized during the extraction of the ore body.

h)Intangible assets

Consist basically of goodwill arising on the acquisition of subsidiary, subsequently merged, as detailed in note 12, recognized as the positive difference between the price paid and the net fair value of the acquiree’s assets and liabilities.

Goodwill has an indefinite useful life, is not subject to amortization, and is tested for impairment at least annually. Impairment losses, if any, are not reversed in subsequent periods.

The Company has a single Cash Generating Unit (CGU), dedicated exclusively to iron ore processing, to which goodwill was allocated for impairment test purposes.

FS-11


i)Impairment of nonfinancial assets

The Company reviews annually, or in a shorter period when there is evidence of impairment, the carrying amount of nonfinancial assets subject to amortization to assess events or changes in economic, operating or technological circumstances that might indicate an impairment of assets. Whenever such evidences are identified and the carrying amount exceeds the recoverable amount, an allowance for impairment is recognized to adjust the carrying amount to the recoverable amount. The recoverable amount of an asset is the higher of its value in use or its fair value less costs to sell.

j)Current and noncurrent assets and liabilities

An asset is recognized in the balance sheet when it is probable that its future economic benefits will flow to the Company and its cost or amount can be measured reliably. A liability is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of funds will be required to settle the obligation.  Liabilities include charges, inflation adjustments, or exchange differences incurred, when applicable. Assets and liabilities are classified as current when their realization or settlement within the next twelve months is probable. Otherwise, assets and liabilities are stated as noncurrent.

k)Borrowings and financing

Adjusted through the end the reporting period according to exchange fluctuation or for inflation indices, and the financial charges incurred, as contractually agreed.

l)Employee benefits – pension fund and variable compensation program

The Company sponsors a pension plan created in 2012, managed by a pension fund (CBSPREV Namisa), which grants employees defined contribution pension benefit and defined benefit risk benefits (sickness allowance, disability retirement pensions, and survivors’ pensions), fully funded by the employees.

The regular contributions to the pension plan cover the net costs and are recognized in profit or loss for the period when they become due. The Company’s obligation is limited to the monthly contributions made during the time an employee is working. As the risk benefits are fully funded by the employees, the Company only recognizes a liability when the fund accumulated for this purpose is insufficient to cover the benefits provided.

The Company recognizes a liability related to the variable compensation program and profit sharing and bonus payment expenses, calculated based on qualitative and quantitative goals set by Management and recognized in employee benefits line items, in profit or loss.

FS-12


m)Contingent assets and contingent liabilities, and legal obligations

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Contingent assets are recognized only when there are collaterals or favorable, unappealable court decisions. Contingent assets with a probable favorable outcome are only disclosed in an explanatory note. Contingent liabilities are provided for to the extent that the Company expects to disburse cash, losses are assessed as probable, and the involved amounts can be reliably measured. When the expected likelihood of loss is assessed as possible, a description of the lawsuits and involved amounts is disclosed in the explanatory notes. Contingent liabilities whose likelihood of loss is assessed as remote are neither provided for nor disclosed, and legal obligations are recognized as payable.

n)Income tax and social contribution

Taxes on income comprise current and deferred income tax (IRPJ) and social contribution (CSLL). These taxes are recognized in the income statement, except to the extent that they relate to items recognized directly in equity. In this case, they are also recognized in equity, in other comprehensive income.

Current taxes are calculated based on tax laws enacted or substantially enacted by the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable profit. In Brazil, the statutory income tax rate is 34%.

Deferred taxes are recognized on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements, except: (i) on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither the taxable profit nor the accounting profit; and (ii) differences associated with investments in subsidiaries and controlled entities when it is probable that they will not reverse in the foreseeable future.

Deferred tax assets are only recognized to the extent that it is probable that taxable profits will be available against which those temporary differences can be utilized, based on future projected earnings prepared and supported based on internal assumptions and future economic scenarios, which may, therefore, be subject to changes.

Deferred tax assets and liabilities are presented on a net basis since there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes imposed by the same tax authority on the same entity subject to taxation.

FS-13


o)Investments 

As mentioned in note 10, the 10% of preferred shares of MRS Logística is the only investment of the Company and is measured at historical cost

p)Distribution of dividends

The distribution of dividends to the Company’s shareholders is recognized as a liability in the Company’s consolidated financial statements at the end of the year, according to its bylaws. Any amount in excess of the mandatory minimum dividend is accrued on the date it is approved by shareholders at the General Meeting. As mentioned in note 16, theShareholders are discussing the long-term agreements entered into with Companhia Siderurgica Nacional for purchases of raw materials and port services, and accordingly dividends decisions have been extensively discussed before any distribution.

FS-14


Nacional Minérios S.A.

q)Net operating revenue

Revenue from the sale of iron ore in the normal course of business is measured at the fair value of the consideration received or receivable. Operating revenue is recognized when there is convincing evidence that the most significant risks and rewards of ownership of goods have been transferred to the buyer, it is probable that future economic benefits will flow to the entity, the associated costs and possible returns can be reliably estimated, there is no continued involvement with the goods sold, and the amount of the operating revenue can be reliably measured. If it is probable that discounts will be granted and the value thereof can be reliably measured, then the discount is recognized as a reduction of the operating revenue as sales are recognized.

Due to the individual terms of the sales and freight agreement, the transfer of the risks and rewards usually takes place when the products are load into the ship, in the port of origin.

r)Finance income and finance costs

Finance income comprises interest earned on short-term investments, prepayments to related parties, dividends (except for dividends received by investees measured under equity method at the parent), and changes in the fair value of financial assets measured at fair value through profit or loss. Interest income is recognized in profit or loss under the effective interest method. Dividend income is recognized in profit or loss when the Company’s right to receive the payment has been established. Distributions received from investees accounted for using the equity method reduce the value of the investment.

When applicable, finance costs include costs on interest on borrowings, net of discount to present value of provisions, changes in the fair value of financial assets measured at fair value through profit or loss, and impairment losses recognized in financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are measured through profit or loss using the effective interest method.

Exchange gains and losses are reported on a net basis.

s)Financial instruments

Financial assets and financial liabilities

·Financial assets

Financial assets can be classified in the following categories: (i) at fair value through profit or loss; (iii) held to maturity; (iii) loans and receivables; and (iv) available for sale. The classification depends on the nature and purpose of the financial assets and is determined on initial recognition. The Company does not have assets classified as held to maturity or available for sale.

(i)At fair value through profit or loss

Financial assets are measured at fair value through profit or loss when they are held for trading, or are designated as measured at fair value through profit or loss on their initial recognition. Financial assets are classified as held for trading when acquired mainly to be sold in the short term. A financial that is not held for trading can bedesignated as at fair value through profit on initial recognition, when such designation would eliminate or significantly reduce an inconsistency in the measurement or recognition.Financial assets at fair value through profit or loss are measured at fair value, together with gains and losses recognized in profit or loss for the year. Net gains or losses recognized in profit or loss include dividends or interest earned by the financial asset.

FS-15


(ii)Loans and receivables

These consist of financial assets with fixed or determinable payments that are not quoted in an active market, measured at amortized cost using the effective interest method, less the allowance for impairment losses, when applicable. Interest income is recognized using the effective interest method.

Effective interest method

A method used to calculate the amortized cost of a financial asset or a financial liability and allocate interest income or interest expenses over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts (including all fees paid or received that are an integral part of the effective interest rate, transaction costs, and other premiums or discounts) through the expected financial asset life, or, when appropriate, for a shorter period.

·Financial liabilities

Financial liabilities can be classified as: (i) financial liabilities at fair value through profit or loss; or (ii) other financial liabilities. The Company does not have financial liabilities measured at fair value.

Other financial liabilities are initially measured at fair value, less transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on a yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and allocating interest expense over the year.

The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or, where appropriate, over a shorter period.

t)New and revised standards adopted for the first time as effective as for the year beginning January 1, 2013.

The following new standards, amendments to and interpretations of standards were issued by the International Accounting Standards Board - IASB effective as for the year beginning January 1, 2013:

·IAS 1 - Presentation of Financial Statements

·IAS 19 (R) - Employee Benefits

·IAS 28 (R) - Investments in Associates and Joint Ventures

FS-16


·IFRS 7 - Financial Instruments: Disclosures

·IFRS 10 - Consolidated Financial Statements

·IFRS 11 - Joint Arrangements

·IFRS 12 - Disclosure of Interests in Other Entities

·IFRS 13 - Fair Value Measurement

·IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

These new standards were considered in the preparation of these consolidated financial statements; however, there is no material impact on the presentation and on the Company's financial position and results of operations.

u)New standards, amendments to and interpretations issued and not yet adopted

The following standards, amendments to and IFRS interpretations issued by the IASB are not yet effective and were not early adopted by the Company for the year ended December 31, 2013:

Standard

Description

Effective date

IAS 32

Financial Instruments: Presentation, on the offsetting of assets and liabilities. Provides additional clarifications to the application guidance in IAS 32 on the requirement to offset financial assets and financial liabilities in the balance sheet.

January 1, 2014

Revised IFRS 10, IFRS12 and IAS27

The amendments to IFRS10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements.

The amendments to IFRS 12 and IAS 27 introduce new requirements to the disclosure of investment entities.

January 1, 2014

IFRIC 21

Clarifies that an entity recognizes a liability for a tax when the activity that triggers payment occurs. For a levy that requires its payment to be triggered upon reaching a certain threshold, the interpretation indicates that no liability should be recognized before the specified minimum threshold is reached.

January 1, 2014

Revised IAS 39

This revision provides relief on the discontinuance of hedge accounting when the novation of a derivative designated as hedging instrument meets certain criteria.

January 1, 2014

Amendment to IAS 36

The amendment reduces the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed.

January 1, 2014

IFRS 9

Financial Instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The IAS 39 guidance on the impairment of financial assets and on hedge accounting continues to apply. The amendment to IFRS 9 postpones the effective date from 2013 to 2015. It also eliminates the requirement for restatement of comparative information and requires additional disclosures on the transition to IFRS 9.

January 1, 2015

FS-17


The Company does not expected that these new standards will have a material impact on its financial statements in 2014.

3.CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements are all entities, whose financial and operating policies can be conducted by the Company and when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to use its power to affect its returns.  The existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date when control is transferred to the Company and are deconsolidated from the date when such control ceases.

The consolidated financial statements used in the consolidation process are prepared based on the accounting policies described above and include the consolidated financial statements of the Company and its subsidiaries listed below, and have been prepared in accordance with the following criteria: (a) elimination of intragroup balances in consolidated companies; (b) elimination of the Parent Company’s investments against the related investee’s equity, as applicable; (c) elimination of revenues and expenses arising from transactions between consolidated companies; and (d) elimination of profits on inventories, when applicable, arising from sales between consolidated companies.

FS-18


4.CASH AND CASH EQUIVALENTS

 

 

 

 

 

2013

 

2012

 

 

 

 

 

Cash and bank deposit accounts

 

3,626

 

2,675

Short-term investments:

 

 

 

 

In Brazil (a)

 

507,065

 

433,121

Abroad (b)

 

4,304,520

 

3,645,629

 

 

4,811,585

 

4,078,750

Total

 

4,815,211

 

4,081,425

(a)Fixed income - are investments in Bank Deposit Certificates (CDBs) and debentures with yield linked to the variation of the Interbank Deposit Certificate (CDI). These investments yield approximately 100% of the CDI variation and can be immediately redeemed by the Company, without risks of significant changes in their carrying amount.

(b)Time deposits - temporary deposits in prime banks with daily liquidity, yielding fixed rates of approximately to 0.8% per year.

FS-19


table of contents

5.TRADE RECEIVABLES

   
  

2013

 

2012

     

Current:

    

Trade receivables - related parties (note 8)

 

403

 

293,998

Domestic customers

 

1,868

 

855

Foreign customers

 

218,468

 

203,725

Total

 

220,739

 

498,578

As of December 31, 2013 and 2012, there were no past-due receivables and the average days sales outstanding was 47 days (40 days in 2012).

To determine the recovery of trade receivables, the Company takes into consideration any change in the customer’s creditworthiness from the date the credit was originally granted through the end of the reporting period. The credit risk concentration is limited because the customer base is comprehensive and there is no relationship between customers.

6.Inventories 

 

 

 

 

 

2013

 

2012

 

 

 

 

 

Finished goods

 

42,192

 

157,383

Raw materials

 

9,259

 

6,391

Storeroom supplies

 

32,892

 

33,154

Inventories in transit

 

1,256

 

2,958

Total

 

85,599

 

199,886

 

 

 

 

 

The Company assesses periodically the need to recognize an allowance for inventory losses and, as of December 31, 2013 and 2012, there was no need to recognize such an allowance.

7.RECOVERABLE TAXES

 

 

 

 

 

2013

 

2012

 

 

 

 

 

Prepaid income tax and social contribution

 

8,071

 

93,933

State VAT (ICMS)

 

148,974

 

144,990

Taxes on revenue (PIS and COFINS)

 

4,396

 

43,099

Withholding Income Tax (IRRF)

 

10,814

 

5,064

Other

 

207

 

4,114

Total

 

172,462

 

291,200

 

 

 

 

 

Current assets

 

47,866

 

150,891

Noncurrent assets

 

124,596

 

140,309

Total

 

172,462

 

291,200

The non-current portion refers basically to ICMS credits. Namisa is an export company, accumulating ICMS credits in its branches, mainly in Congonhas due to its mining processingoperations with CSN Resourcesand also in Ouro Preto and Fernandinho due to its purchases of electric power and diesel oil.

FS-20


Nacional Minérios S.A.

The Company's management periodically assesses the recovery of ICMS credits and concluded that it is not necessary to record any allowance for impairment of these credits.

The Company has been successful in realizing the ICMS credits through the acquisition of trucks for transportation of iron ore.

8.RELATED-PARTY BALANCES AND TRANSACTIONS

The Company’s operations are integrated with CSN, including service provision, iron ore supply, in Casa Pedra, port loading, in the Coal Terminal (“TECAR”) in Itaguaí, RJ, and the railway transportation transactions, the latter with MRS Logística S.A. (“MRS Logística”).

As of December 31, 2013 and 2012, the balances of assets and liabilities and the transaction amounts are as follows:

a)Balance sheet accounts

   
  

2013

2012

   

MRS

Asian

  

MRS

Asian

 
  

CSN

Logística

Consortium

Total

CSN

Logística

Consortium

Total

         

Assets

        

Current assets:

        

Trade receivables

403

-

-

403

293,998

-

-

293,998

Other receivables (1)

40,533

-

-

40,533

13,702

-

-

13,702

Dividends (1)

-

11,234

-

11,234

-

10,606

-

10,606

Prepayments (2)

421,550

-

-

421,550

668,200

-

-

668,200

Total

462,486

11,234

-

473,720

975,900

10,606

-

986,506

Noncurrent assets:

        

Prepayments (2)

8,522,067

-

-

8,522,067

7,757,475

-

-

7,757,475

Loans and receivables

39,824

-

-

39,824

69,479

-

-

69,479

Total

8,561,891

-

-

8,561,891

7,826,954

-

-

7,826,954

         

FS-21


Liabilities

        

Current liabilities:

        

Trade payables

11,125

6,362

-

17,487

121,273

10,579

-

131,852

Borrowings and financing

40,054

-

-

40,054

145

-

-

145

Dividends

202,004

-

134,669

336,673

442,004

-

294,669

736,673

Other payables

59,531

2,465

-

61,996

56,265

10,578

-

66,843

Total

312,714

8,827

134,669

456,210

619,687

21,157

294,669

935,513

Noncurrent liabilities:

        

Borrowings and financing

320,936

-

-

320,936

314,699

-

-

314,699

Total

320,936

-

-

320,936

314,699

-

-

314,699

(1)Refer to amounts recorded in the balance sheet, in line item ‘Loans and receivables’.

(2)Refer to amounts recorded in the balance sheet, in line item ‘Advances to suppliers’.

FS-22


b)Related-party transactions

   
  

2013

2012

   

MRS

Asian

  

MRS

Asian

 
  

CSN

Logística

Consortium

Total

CSN

Logística

Consortium

 Total

         

Profit or loss

        

Revenues

20,495

-

223,146

243,641

1.046.225

-

178,039

1,224,264

Costs

(330,910)

(206,826)

-

(537,736)

(1,291,860)

(456,290)

-

(1,751,150)

Finance income (costs), net

1,022,217

33,325

-

1,055,542

929,836

24,239

-

954,075

Exchange gains (losses), net

(43,854)

-

-

(43,854)

(11,275)

-

-

(11,275)

Total

667,948

(173,501)

223,146

717,593

672,926

(432,051)

178,039

415,914

 

 

 

 

 

 

 

 

 

c)Description of the agreements with related parties

The following is a description of the main transactions with related parties:

i)Companhia Siderúrgica Nacional (“CSN”) - (prepayment) and ore exports

The Company entered into long-term agreements with CSN, for the provisions of port operation services and raw iron ore supply (“ROM”) from the Casa de Pedra mine, as described below:

·Port operation services and iron ore supply agreement

On December 30, 2008, the Company entered into an additional bond issuanceagreement to acquire port services and purchase iron ore with CSN, for an estimated 34-year period. The agreement volume is 1.7 million metric tons of raw iron ore and port services for a volume of 1.1 million metric tons. The Company prepaid the equivalent to approximately 60% of the port services value, amounting to US$200R$7.3 billion. The prepaid amounts are adjusted for inflation at the rate of 12.5% per year.

Additionally, the Company conducts iron ore exports to CSN subsidiaries abroad, to sell the iron ore in the international market.

FS-23


table of contents

ii)Loans (export prepayments)

The Company entered into export prepayment financial agreements with certain CSN subsidiaries, which are detailed in note 13.

iii)MRS Logística

The Company entered into a long-term railway transportation service agreement to ship and handle its production. The obligations assumed and the amounts involved as detailed in note 14.

iv)Asian Consortium

The Company exports its products to the members of the Asian Consortium, under long-term agreements and at prices based on market quotations.

d)Management compensation

The key management personnel, who have the authority and responsibility for planning, managing and controlling Company operations, include the members of the Board of Directors, the statutory officers, and the other officers. The table below shows the breakdown of their compensation as of December 31, 2013 and 2012:

 

2013

 

2012

 

 

 

 

Compensation

2,549

 

2,631

Postemployment benefits

22

 

16

Total

2,571

 

2,647

 

 

 

 

9.INCOME TAX AND SOCIAL CONTRIBUTION

a)Income tax and social contribution expenses recognized in profit or loss:

 

 

 

2013

 

2012

 

 

 

 

Current

(1,220,138)

 

(122,016)

Deferred

(323,738

 

(285,453

Total

(1,543,876

 

(407,469

 

 

 

 

b)The reconciliation of the consolidated income tax and social contribution expenses with the effective statutory rates is as follows:

FS-24


   
  

2013

2012

    

Profit before income tax and social contribution

 

2,436,732

2,023,955

Income tax and social contribution expenses based on pretax profit, at their combined statutory rate

 

34%

34%

  

(828,489)

(688,145)

    

Effect of income tax on permanent differences:

   

Tax-exempt foreign profit

 

238,175

273,905

Foreign profit taxable in Brazil

 

(54,287)

-

Transfer pricing adjustments (PECEX)

 

(22,862)

-

Not taxable gain with fines and interest reverted by the adherence of REFIS (note 20)

 

114,466

-

REFIS – Law nº 12,864/13 – principal amount (note 22)

 

(995,383)

-

Tax incentive - Workers' Meal Program (PAT).

 

8,421

3,129

Other permanent differences

 

(3,917)

3,642

Income tax and social contribution expenses

 

(1,543,876)

(407,469)

 

 

 

 

c)Deferred income tax and social contribution are recognized to reflect the tax effects attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts, as shown below:

  
 

2013

2012

   

Assets:

  

Allowance for losses - advances to suppliers

3,297

3,297

CFM/Cayman goodwill prior to merger, added in 2008

-

484

Operating provisions

20,712

24,615

Provision for loss on inventories

12,148

29,970

Goodwill deductible for tax purposes - Big Jump

162,383

440,756

Deferred tax liabilities recognized by the deductibility of goodwill generated by the acquisition of Cayman and CFM in prior year

(196,572)

(188,028)

Exchange differences

-

14,612

Total

1,968

325,706

The movement in the deferred taxes balance in the years ended December 31, 2013 and 2012 is as follows:

  
 

2013

2012

Opening balance  

325,706

611,159

Goodwill amortization for tax purposes

(287,401)

(326,367)

Recognition (reversal) of operating provisions

(3,903)

17,230

Adjustments for temporarily nondeductible inventories

(17,822)

29,766

Exchange differences

(14,612)

14,612

Utilization of tax loss carryforwards

-

(20,694)

Closing balance  

1,968

325,706

A substancial portion of deferred income tax and social contribution is related to goodwill generated on a merger of subsidiary. Management conducted a study and expects to full realize deferred tax assets in 2014.

FS-25


Provisional Act 627 of 2013

On November 11, 2013 Provisional Act (“MP”) 627 was issued to repeal the Transitional Tax Regime (RTT) and introduce other provisions, including: (i) it amends Decree Law 1,598/77, which addresses the corporate income tax and the social contribution on net income law; (ii) it establishes that any change in or the adoption of accounting methods and criteria under administrative measures issued based on the jurisdiction attributed by the Commercial Law, after the enactment of this Provisional Act, shall not have any impact on the calculation of federal taxes until a tax law addressing the matter is enacted; (iii) it provides for a specific treatment of the potential taxation of profits or dividends; (iv) it includes provisions on the calculation of interest on capital; and (v) it provides new considerations about investments accounted for by the equity method of accounting. The provisions of Provisional Act 627 are effective from 2015; however, its early irrevocable adoption in 2014 could eliminate the potential tax effects, especially those related to dividends and interest on capital actually paid since 2008 until the Provisional Act issue date.

FS-26


table of contents

The Company prepared studies on the possible effects that could arise from the provisions of said Provisional Act and concluded that they would not result in material adjustments to its consolidated financial statements for the year ended December 31, 2013.

Management is awaiting the analysis of said Provisional Act by the Legislative Power to decide on its possible early adoption in calendar 2014.

10.INVESTMENT 

   
  

2013

 

2012

     

Investment in equity securities:

    

MRS Logística S.A.

 

171,760

 

171,760

  

-

 

-

  

171,760

 

171,760

 

 

 

 

 

The following is a brief description of the investment:

·MRS Logística

In November 2008, CSN capitalized at Namisa 10% of the nonvoting, nonconvertible class “A” preferred shares of MRS Logística, for R$172 million, as disclosed in the subscription report and share valuation report issued by reopeningMRS Logística.

MRS Logística is a corporation engaged in the operation and development of public cargo railway transportation services in the Southeast network, which covers Rio de Janeiro, São Paulo, and Belo Horizonte.

The investment in MRS is measured at historical cost.

FS-27


table of contents

11.PROPERTY, PLANT AND EQUIPMENT

a)Breakdown of property, plant and equipment

    
  

2013

2012

 

Depreciation rate (% p.a.)

Cost

Accumulated depreciation

Net

Cost

Accumulated depreciation

Net

 
        

Land

 

4,443

-

4,443

4,443

-

4,443

Buildings

2.46

113,159

(7,353)

105,806

110,371

(4,651)

105,720

Furniture and fixtures

9.30

5,144

(1,536)

3,608

5,042

(1,233)

3,809

Vehicles

12.69

1,063

(317)

746

873

(181)

692

Machinery, equipment and facilities

6.14

203,082

(66,822)

136,260

192,681

(50,825)

141,856

Computer equipment

20.30

3,567

(2,287)

1,280

3,248

(1,723)

1,525

Mines and ore deposits

(*)

13,232

(1,320)

11,912

13,231

(1,016)

12,215

Improvements in third party assets

18.60

1,841

(1,716)

125

1,842

(1,597)

245

Third-party assets held by us

6.67

531

(68)

463

530

(32)

498

Other assets

 

7,433

-

7,433

5,084

-

5,084

Construction in progress

 

234,157

-

234,157

190,372

-

190,372

Total

 

587,652

(81,419)

506,233

527,717

(61,258)

466,459

 

 

 

 

 

 

 

 

(*)   The depletion of ore deposits is calculated based on the volume of ore extracted as compared to the mineable reserve, and the Company estimates that the deposits will be depleted in 30 years.

In view of the need to review the useful lives at least every financial year, in 2013 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are stated above.

b)Construction in progress

Costs classified as construction in progress consisted basically of services acquired and parts and pieces purchased, to be used as investments for performance improvement, technological upgrading, expansions, and acquisition of assets, which will be transferred to the related line items and depreciated from the moment they become available for use. As of December 31, 2013 and 2012, the balance is apportioned among the following projects:

Main projects

2013

2012

   

Expansion of administrative facilities

11,470

6,387

Engenho-Pires road

120,080

100,177

Expansion of production capacity - Pires

78,622

70,614

Pelletization plant

11,868

13,194

Expansion of production capacity - Fernandinho

12,117

-

Other

234,157

190,372

FS-28


table of contents

Movement in property, plant and equipment:

  
 

2012

    

2013

 

Opening balance

Additions

Write-off

Depreciation

Other movements

Closing balance

       

Buildings

105,720

-

-

(2,702)

2,788

105,806

Machinery and equipment

141,856

4,130

(2,045)

(15,733)

8,052

136,260

Furniture and fixtures

3,809

268

(22)

(452)

5

3,608

Vehicles

692

190

-

(136)

-

746

Computer equipment

1,525

268

(2)

(564)

53

1,280

Land

4,443

-

-

-

-

4,443

Mines and ore deposits

12,215

-

-

(303)

-

11,912

Leasehold improvements

245

-

-

(120)

-

125

Third-party assets held by us

498

-

-

(35)

-

463

Other assets

5,084

1,292

(1,397)

(114)

2,568

7,433

Construction in progress

190,372

60,693

-

-

(16,908)

234,157

Total

466,459

66,841

(3,466)

(20,159)

(3,442)

506,233

 

2011

    

2012

 

Opening balance

Additions

Write-off

Depreciation

Other movements

Closing balance

       

Buildings

13,792

-

-

(1,897)

93,825

105,720

Machinery and equipment

76,278

33,716

(33)

(11,808)

43,703

141,856

Furniture and fixtures

2,321

1,870

-

(458)

76

3,809

Vehicles

21,849

42

-

(1,329)

(19,870)

692

Computer equipment

914

711

(6)

(455)

361

1,525

Land

4,443

-

-

-

-

4,443

Mines and ore deposits

12,388

96

-

(324)

55

12,215

Leasehold improvements

384

-

(19)

(120)

-

245

Third-party assets held by us

-

530

-

(32)

-

498

Other assets

7,825

877

-

-

(3.618)

5,084

Construction in progress

213,874

89,872

-

-

(113,374

190,372

Total

354,068

127,714

(58

(16,423

1,158

466,459

12.INTANGIBLE ASSETS

The carrying amounts of intangible assets as of December 31, 2013 and 2012 are as follows:

   
 

Amortization rate
(% p.a.)

2013

2012

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

        

Goodwill - CFM

-

578,531

-

578,531

578,531

-

578,531

Software

21.05

6,186

(577

5,609

176

(19)

157

Total

 

584,717

(577

584,140

578,707

(19)

578,688

        

FS-29


Origin of goodwill based on future earnings

In July 2007, Namisa acquired Companhia de Fomento Mineral e Participações - CFM (“CFM”), based in Ouro Preto, State of Minas Gerais, and its wholly-owned subsidiary Cayman Mineração do Brasil Ltda. (“Cayman”), which were engaged in the extraction of iron ore and also owned iron ore processing facilities in the same State. The goodwill arising on this transaction is based on expected future earnings and was allocated to a single CGU since the Company operates only in the mining segment and all its assets generate cash flows together. This amount has not been amortized since 2009 due to the adoption of the international financial reporting standards and its carrying amount represents the net amount existing when the amortization was discontinued.

Impairment test

Goodwill was allocated to the Company’s mining segment for impairment test purposes.

The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections, before income tax and social contribution, based on financial budgets approved by Management for a three-year period. The cash flow amounts subsequent to the three-year period were extrapolated based on the estimated growth rates shown below. The growth rate does not exceed the average long-term growth rate of the mining segment.

To prepare the cash flow projection that supports this valuation, the Company adopted the following assumptions:

·Gross margin: this margin was calculated based on the expansion plans already approved in the Company’s business plan. The iron ore prices in the international market were used as basis in projections prepared by official mining industry institutions and the foreign exchange rate was calculated using a projected US dollar curve in real terms through 2016, disclosed by the Central Bank of Brazil (BACEN), since from 2016 onward the change used is zero.

·Cost adjustment: cost adjustment was based on historical data and price and foreign exchange curves used in industry reports.

·Growth rate: the cash flow projection period extends to 2052 due to the length of some projects’ implementation periods and the termination dates of the main agreements based on which the business plan was developed. It is not necessary, therefore, to take into consideration a growth rate since the projection period exceeds 30 years.

FS-30


table of contents

·Discount rate: set at 8.2% per year, before taxes on income.

13.BORROWINGS AND FINANCING

   
   

2013

2012

     

Current liabilities:

    

PPE - related parties (note 8).

  

40,054

145

National Bank for Economic and Social Development (BNDES) - FINAME

  

2,193

1,443

   

42,247

1,588

     

Noncurrent liabilities:

    

PPE - related parties (note 8).

  

320,936

314,699

BNDES - FINAME

  

19,025

21,107

   

339,961

335,806

   

382,208

337,394

 

 

 

 

 

Borrowings and financing from related parties refer basically to export prepayments, with the following characteristics and terms and conditions:

·CSN Portugal Lda. (former CSN Export S.à.r.l.):US$1 billion bonds,100 million agreement (equivalent to R$169 million), bearing interest of 6.5% per year. In August and October 2008 two installments were paid, both amounting to US$20 million, and the US$60 million balance (equivalent to R$101 million) was restructured in December 2008, setting final maturity for March 2015.

·CSN Europe Lda. (former CSN Madeira):US$34 million agreement (equivalent to R$80 million) with Namisa Europe, bearing interest of 5.37% per year and maturing in July 2020.

June 2015.

·        MergerCSN Ibéria: US$60 million agreement (equivalent to R$105 million), bearing interest of the clinker plant6.8% per year, with final maturity in March 2015.

·Namisa Europe: agreements amounting to US$75 million (equivalent to R$141 million), bearing interest of 3.48% per year, which were settled in October 2012.

 

FS-76In February 2011, the Company entered into with two special credit transactions with the BNDES to purchase operating equipment, amounting to R$5,266 and R$5,035, with final repayment within 94 months and bearing interest of 5.5% and 8.0% per year, respectively, payable on a monthly basis.


On January 31,

In September 2012, the Company and its subsidiary CSN Cimentos entered into with a special credit transaction with the BNDES to purchase operating equipment, amounting to R$12,989, with final repayment within 104 months and sale agreement to acquire CSN Cimentos’ unit in Arcos, MG. Asbearing interest of 5.5%, payable on a result,the clinker plant is now a branch ofCSN. 

·Purchase of Alfonso Gallardo Group assets

On January 31, 2012, Companhia Siderúrgica Nacional, through its wholly-owned subsidiary CSN Steel, completed the acquisition of all shares held by the Alfonso Gallardo Group in the Companies Stahlwerk Thüringen (SWT)monthly basis starting July and Gallardo Sections. Total transaction price was €482.5 million.August 2014.

 

The Company shall make allocationsmaturities of the purchase price to assets acquired and liabilities assumed andnoncurrent portion of our borrowings is disclosed in note 23 (d).

None of the determination of any goodwill resulting from that transaction. At this moment,existing loan agreements contain restrictive covenants. The agreements entered into with the Company does not have enough information to meetBNDES are collateralized by the disclosures related to the acquisition, required by IFRS 3 – Business Combination.financed assets.

 

·14.    SettlementPROVISION FOR RISKS

FS-31


The provisions for risks were estimated by Management based on information provided by its legal counsel (in-house and outside), which analyzed the outstanding lawsuits. The provisions were set up in an amount considered sufficient to cover probable losses on the outstanding lawsuits, as follows:

   
   

2013

2012

     

Labor

  

931

494

Environmental

  

4,089

4,514

Total

  

5,020

5,008

 

 

 

 

 

Additionally, the Company is a party to other lawsuits classified by the legal counsel as possible losses, which totaled R$2,393,829 as of December 31, 2013, (R$1,923,642 at December 31, 2012), of which R$16,993 (R$11,105 at December 31, 2012) in labor lawsuits, R$3,272 (R$1,132 at December 31, 2012) in civil lawsuits, R$2,365,255 (R$2,179,876 at December 31, 2012) in taxes lawsuits, and R$8,309 (R$570 at December 31, 2012) in environmental lawsuits.

 

On February 1,We present below a brief description of the most significant lawsuits:

a)Administrative proceeding - IRPJ/CSLL assessment notice on profits abroad, amounting to R$256,234, including principal, fine, and interest: this tax assessment notice refers to the assessment of income tax and social contribution on 2008 profits reported by foreign subsidiaries.

b)Administrative proceeding - IRRF assessment notice of R$145,142, including principal, fine, and interest: this tax assessment notice refers to the assessment of a Withholding Income Tax (IRRF), allegedly due by Namisa as the taxpayer responsible for withholding and payment of the tax levied on the capital gain earned by a legal entity domiciled abroad, which sold an asset in Brazil.

c)Administrative proceeding - IRPJ/CSLL assessment notice - disallowance of R$1,887,705 in goodwill, including principal, fine, and interest: this tax assessment refers to the disallowance of the amortization of goodwill expenses in 2009, 2010 and 2011, as a result of a merger of Big Jump Energy Participações S.A..

FS-32


table of contents

15.CONTRACTUAL OBLIGATIONS

In January 2011 the Company, together with its controlling shareholder CSN, entered into an iron ore railway transportation agreement with MRS Logística, for a 16-year period. This agreement contains a clause that ensures a minimum payment of 80% of the contracted volume. The minimum future payment required until the termination of the agreement is approximately R$3,889,763, with minimum annual payments of approximately R$444,544.

16.EQUITY 

a)Issued capital

As of December 31, 2013 and 2012, the Company settled the fourth issue debentures amounting toCompany’s capital is R$635,285 (R$600,000 in principal and R$35,285 in interest), which had been issued on February 1, 2006 and paid interest equivalent to 103.6% of the CDI Cetip.2,800,000, represented by 475,067,405 common shares without par value, held as follows:

 

·Issuance of promissory notes (“Promissory Notes”)

Shareholders

Country

Number
of shares

Equity interest (%)

Companhia Siderúrgica Nacional

Brazil

285,040,443

60.00%

Brazil Japan Iron Ore Corporation

Japan

154,491,661

32.52%

POSCO

South Korea

30,784,627

6.48%

China Steel Corporation

China

4,750,674

1.00%

Total

 

475,067,405

100.00%

 

 

 

 

 

In March 2012, the Company has approved the first (1st) issuance of promissory notes (“Promissory Notes”) of the Company for public distribution with restricted placement efforts, pursuant to CVM Rules (“Issuance”).

The Issuance comprised 40 Promissory Notes with unit value of R$20 million, totaling R$800 million, fully subscribed and paid up on this date. The net amount raised by the Company through this Issuance will be fully allocated to extend the Company’s debt profile, after the deduction of applicable commissions and expenses.

main corporate acts analyzed in meetings were:

·(i)       CADE 

On April 11, 2012, Conselho Administrativo de Defesa Econômica (CADE) issued an injunctive order barring us from, among others, acquiring more Usiminas shares or exercising our voting rights on the shares we already own. We are analyzing alternatives to preserve our rights.

·Annual General Meeting

At the Annual Shareholders’Extraordinary Shareholders Meeting held on April 27,March 29, 2012, the shareholders approved the Company’s distributionManagement's proposal for allocation of the profit for the year ended December 31, 2011, amounting to R$2,073,345, as follows:

(1)Allocation of R$103,667 to the legal reserve;

(2)Allocation of R$933,005 to the investment reserve;

(3)Distribution of R$1,036,673 as dividends, corresponding to the amount of approximately R$2.18 per share; Such dividend will be paid by the Company in two installments, the first of which of R$518,336 on July 18, 2012 and the second of R$518,336 on December 4, 2012, without adjustment for inflation.

(4)Reduction of minimum dividends to be declared at the next Extraordinary Shareholders Meeting, related to fiscal year 2012, from 50% to 25% of the profit for the year.

(ii)At the Extraordinary Shareholders Meeting of March 30, 2012, the following resolutions were approved:

(1)Capital increase with goodwill reserve, amounting to R$1,626,046;

(2)Transfer of the balance existing in the “Unrealized earnings reserve”, amounting to R$956,578, to the account “Investment reserve”, both belonging to the group of earnings reserve.

FS-33


(iii)At the Extraordinary Shareholders Meeting held on December 28, 2012, the following resolutions were approved:

(1)Partial payment of the dividends for 2011, amounting to R$300,000, up to December 31, 2012;

(2) Temporary suspension of the payment of the remaining portion of the dividends for 2011 up to March 15, 2013, and the shareholders shall, up to that date, call and install a new shareholders meeting for the related decision;

In 2013, at the Extraordinary Shareholders Meeting held on June 3, 2013 the shareholders unanimously approved the payment of an additional portion of the dividends declared in 2011, amounting to R$ 400,000, for settlement on June 5, 2013.

b)Capital reserve

The capital reserve, amounting to R$6,473,699 on December 31, 2013 and 2012, consists of R$5,081,840  recognized on December 30, 2008, related to premium arising on the issue of 187,749,249 new registered common shares, without par value, subscribed and paid in by Big Jump Energy Participações S.A., at the unit price of R$38.81, of which R$3.08 represent the unit issue price, set according to Article 170, II, of Law 6,404, of December 15, 1976, and R$35.73 per share was allocated to the capital reserve; and the special goodwill reserve on the merger of Big Jump Energy Participações S.A., amounting to R$1,391,859, as approved at the EGM held on July 30, 2009.

c)Legal reserve

This reserve is recognized at the rate of 5% of the profit for each period, as provided for by Article  193 of Law 6,404/76, up to the ceiling of 20% of share capital. Since 2012 the Company, in its interpretation of article 193, paragraph 1, of the aforementioned Law, has not recognized the legal reserve since it understands that its capital reserves exceed 30% of the capital.

d)Allocation of results

As mentioned in the explanatory note N. 8.c), the Company has long term agreements entered into with its shareholder, CSN, for the purchase of iron ore and for the rendering of port services, in which there were made pre-payments for the approximate term of 34 years and which outstanding amounts are updated monthly by a fixed interest rate, contractually defined.

During the 2012 fiscal year, the Administration questioned the contractual systematic that is being used for updating the outstanding amounts of the above mentioned pre-payments, once the Administration understands that it causes distortions on the cash positions and on the results of the Company, which tend to repeat themselves in future periods. Considering that, the Administration submitted to the Board of Directors a proposal to address the contractual interest issue; however, there was not an approval of the proposal by the Board of Directors, at that time, and the discussions on these agreements and on their eventual amendments remain pending until the closing of such consolidated financial statements.

FS-34


These consolidated financial statements have been prepared based on the existing agreements and include the update of the prepayment balance at the rate contractually established, as detailed in the explanatory note N. 8.c) and do not consider eventual impacts arising from the conclusion of these discussions on the estimates used to determine the value of the involved assets, which judgment by the Administration is complex, under the Administration opinion. A change to those estimates, as a result of the conclusion of discussions between the parties, will be recognized in the consolidated financial statements prospectively.

Therefore, the allocation of the unrealizedresults related to the fiscal years ended as of December 31, 2013 and December 31, 2012 are stated below, being the portion of the accumulated profits that exceed the operational result allocated to a reserve for contingencies and the outstanding amount not absorbed by the reserve for contingencies allocated for investments’ reserve.

 

2013

2012

Net profit

892,856

1,616,486

Reserve for investments

-

(120,411)

Reserve for contingencies

(892,856)

(1,496,075)

e)Dividends  

The Company's bylaws provide for the payment of minimum dividends equivalent to 50% of the profit for the year; however, in the years ended December 31, 2013 and 2012, in order to avoid the distribution of dividends that may be affected by the aforementioned discussions that are still pending and the fact that the dividends declared in 2011 were not fully settled, no dividends are being proposed for 2013, a decision to be ratified at the Shareholders Meeting.

f)Contingency reserve

In view of the scenario previously described, the Company's management proposes the allocation of a portion of the profit for the years ended December 31, 2013 and 2012 for the recognition of a contingency reserve as required by Article 195 of Law 6,404/76, amounting  to R$892,856 and R$1,496,075, respectively.

17.EARNINGS PER SHARE

Basic earnings reserve,per share were calculated based on profit for the year divided by the average number of common shares outstanding during the year. The Company does not have treasury shares. Earnings per share were calculated as shown in the table below:

  

2013

2012

    

Profit attributable to Namisa’s owners

892,856

1,616,486

Weighted average number of shares

475,067

475,067

Basic earnings per share

 

1.8794

3.4026

 

 

 

 

The Company does not have instruments convertible into shares in the reporting periods, therefore, basic earnings per share are equal to diluted earnings per share.

FS-35


18.NET OPERATING REVENUE

The reconciliation between gross revenue and the revenue disclosed in the income statement is as follows:

 

     
     

2013

2012

     

Gross operating revenue:

    

Domestic market

  

38,681

117,545

Foreign market

  

2,339,830

3,738,455

   

2,378,511

3,856,000

Less:

    

Taxes on sales

  

(7,596)

(19,405)

Returns and abatements

  

(1,079)

(180)

   

(8,675)

(19,585)

 

 

 

 

 

Net operating revenue

  

2,369,836

3,836,415

 

 

 

 

 

FS-36


-table of contents

19.    DeclarationINFORMATION ON THE NATURE OF THE EXPENSES RECOGNIZED IN THE INCOME STATEMENT  

   

 

  

2013

2012

     

Third-party material

  

(487,835)

(925,214)

Port handling

  

(255,767)

(526,583)

Railway freight

  

(221,459)

(456,290)

Processing services

  

-

(424,554)

Freight and insurance

  

(159,531)

(273,700)

Raw material

  

(97,179)

(110,004)

Labor

  

(102,149)

(98,484)

Operating services

  

(48,360)

(61,229)

Maintenance

  

(62,535)

(44,172)

Demurrage

  

(22,246)

(24,838)

Infrastructure services

  

(25,189)

(22,259)

Depreciation

  

(21,341)

(16,423)

Other

  

(84,224)

(158,418)

   

(1,587,815)

(3,142,168)

     

Cost of sales

  

(1,090,901)

(2,203,494)

Selling expenses

  

(419,915)

(828,646)

General and administrative expenses

  

(55,966)

(57,985)

Other expenses, net

  

(21,033)

(52,043)

Total

  

(1,587,815)

(3,142,168)

20.NET FINANCE INCOME (LOSS) AND INFLATION ADJUSTMENTS AND FOREIGN EXCHANGE DIFFERENCES

  
 

2013

2012

   

Finance costs:

  

Related parties

(21,915)

(68,770)

Interest and fines - REFIS

(344,786)

-

Other finance costs

(16,084

(3,593

 

(382,785)

(72,363)

Finance income:

  

Related parties

1,044,132

998,606

Dividends

33,325

24,239

Interest and fines gain on the adherence of REFIS

336,967

-

Other finance income

99,510

83,819

 

1,513,934

1,106,664

 

 

 

Finance income (costs), net

1,131,149

1,034,301

   

FS-37


Exchange differences:

  

Exchange gains:

  

Related parties

2,207

43,268

Third parties

569,164

282,094

Exchange losses:

  

Related parties

(46,091)

(29,002)

Third parties

(61)

(208)

   

Foreign exchange gains (losses), net

525,219

296,122

Monetary variation , net

(1,657)

(715)

Monetary and foreign exchange gains (losses), net

523,562

295,407

FS-38


21.POSTEMPLOYMENT BENEFITS - PENSION FUND PROGRAM

The Company sponsors a pension plan created in 2012, managed by a pension fund (CBSPREV Namisa), which grants employees defined contribution pension benefit and defined benefit risk benefits (sickness allowance, disability retirement pensions, and survivors’ pensions), fully funded by the employees.

The Company’s obligation is limited to the monthly contributions made during the time an employee is working. In the year ended December 31, 2013, the contributions made by the Company totaled R$1,342 (R$1,667 in 2012). As for the risk benefits, which are fully funded by the employees, the Company conducted an actuarial valuation as of December 31, 2013 and 2012 and concluded that there is no residual risk to be provided for.

22.Tax Recovery Program (REFIS)

On October 9, 2013, the federal government enacted Law 12,865/13, subsequently amended by Provisional Act 627, of December 11, 2013, which permitted companies to make the voluntary payment of IRPJ (corporate income tax) and CSLL (social contribution on net income) on profits generated by subsidiaries and/or foreign subsidiaries, as defined in Article 74 of Provisional Act 2,158-35/01, up to the year ended December 31, 2012.

Such program permitted the payment of taxes in up to 180 installments, offering discounts of 100% on fines and interest for payments made in cash and of 80% on fines and 50% on interest for payments made in installments. The legislation also permitted the utilization of tax losses of subsidiaries and of direct or indirect parent company, for settlement of the amounts included in the program.

Therefore, the Company's management assessed its foreign operations, comparing them with the several cases in the market that are being discussed at the administrative and judicial levels, and decided to include in the program the amounts related to profits earned by its foreign subsidiaries from 2009 to 2012.

The amounts of IRPJ and CSLL resulting from the enrollment in the plan totaled R$892,649, with R$554,485 related to the years from 2009 to 2011 being paid in cash and R$87,828 related to the year 2012 being paid in 180 installments, plus fine and interest, with a down payment of 20% of the total amount, plus fine and interest calculated net of the reductions provided for in the program, totaling R$17,566. Furthermore, the amount of R$1,200,000, corresponding258,157 related to the tax loss acquired from the indirect controlling shareholder Vicunha S.A. was paid in cash. The balancepayable at December 31, 2013 totaled R$0.8230670,588, to be settled in 180 installments, the first 12 classified in current liabilities and the others in non-current liabilities. The enrollment in the program resulted in the recognition of an income tax expense of R$995,383 in the year ended December 31, 2013.

FS-39


23.FINANCIAL INSTRUMENTS

a)Identification and measurement of financial instruments

The Company’s financial instruments consist of short-term investments, trade receivables, trade payables, and borrowings and financing. The Company does not use derivative financial instruments, such as currency swaps or interest swaps.

The amounts are disclosed in the consolidated financial statements at their amortized cost and are substantially similar to those that would be obtained if traded in the market. The fair values of other long-term assets and liabilities, except borrowings and financing, do not differ significantly from their carrying amounts.

FS-40


b)Classification of financial instruments

 

2013

2012

Assets

Loans and
receivables

Other liabilities at amortized cost

Total

Loans and receivables

Other
liabilities at amortized cost

Total

         

Current assets:

      

Cash and cash equivalents

4,815,211

-

4,815,211

4,081,425

-

4,081,425

Trade receivables

220,739

-

220,739

498,578

-

498,578

Advances to suppliers

423,245

 

423,245

694,029

-

694,029

Loans and receivables

51,854

-

51,854

26,375

-

26,375

      

Noncurrent assets:

      

Advances to suppliers

8,522,067

-

8,522,067

7,757,475

-

7,757,475

Loans and receivables

39,824

-

39,824

69,479

 

69,479

          

Liabilities and equity

      

Current liabilities:

      

Borrowings and financing

-

42,247

42,247

-

1,588

1,588

Trade payables

-

57,576

57,576

-

208,658

208,658

Noncurrent liabilities:

      

Borrowings and financing

-

339,961

339,961

-

335,806

335,806

 

 

 

 

 

 

 

                  

c)Financial risk management policy

The Company has and follows a risk management policy, containing guidelines regarding the incurred risks. Pursuant to this policy, the nature and general position of financial risks are monitored and managed on a regular basis to assess the results and the financial impact on cash flow. The credit limits are also reviewed on a periodic basis.

The risk management policy was set by the Board of Directors. Under this policy, the market risks are hedged to maintain the corporate strategy or the financial flexibility level.

d)Liquidity risk

The liquidity risk is the risk that the Company may not have sufficient funds to honor its financial commitments as a result of mismatching of terms or volumes between expected amounts collectible and payable.

FS-41


table of contents

To manage cash liquidity both in domestic and foreign currencies, future disbursements and cash inflow assumptions are established and daily monitored by the treasury area.

The table below shows the contractual maturities of financial iabilities, including the payment estimate:

As of December 31, 2013

 

Less than a year

From one to two years

From two to five years

Over five years

 

 

 

Total

Borrowings and financing

42,247

326,858

12,224

879

382,208

Trade payables

 

57,576

-

-

-

57,576

 

 

 

 

 

 

 

      

 

As of December 31, 2012

 

Less than a year

From one to two years

From two to five years

Over five years

 

 

 

Total

Borrowings and financing

1,588

317,374

6,687

11,745

337,394

Trade payables

 

208,658

-

-

-

208,658

 

 

 

 

 

 

 

e)Foreign exchange risk

The Company assesses its foreign exchange exposure by deducting its liabilities from its US dollar-denominated assets to obtain its net foreign exchange exposure, which is actually the foreign exchange exposure risk, and also takes intoconsideration the maturity of the related assets and liabilities subject to exchange fluctuation. Basically, the Company’s financial instruments exposed to foreign exchange risk originate from exports and the investments abroad, which in economic terms constitute a natural hedge, except for the amounts kept in cash and cash equivalents abroad. This position is kept in US dollar for future investments.

The consolidated net exposure as of December 31, 2013 is as follows:

2013

(amounts in US$’000)

Cash and cash equivalents abroad

1,838,811

Trade receivables

93,259

Receivables from related parties

34,109

Total assets

1,966,179

Borrowings and financing

154,098

Trade payables

433

Other liabilities

292

Total liabilities

157,823

Accounting foreign exchange exposure, net

1,808,355

FS-42


table of contents

Gains and losses on these transactions are consistent with the policies and strategies set by Management.

·Sensitivity analysis

We estimated the adjustments in four scenarios for the consolidated foreign exchange transactions exposed to US dollar fluctuation, using the exchange rate at December 31, 2013 of R$2.3426 per share;US$1.00, as follows:

·Scenario 1: (50% real appreciation) R$/US$ parity of 1.1713.

·Scenario 2: (25% real appreciation) R$/US$ parity of 1.7570.

·Scenario 3: (25% real depreciation) R$/US$ parity of 2.9283.

·Scenario 4: (50% real depreciation) R$/US$ parity of 3.5139.

 

 

2013

 

Risk

US$ benchmark

Impacts estimated in Brazilian reais

 

Scenario 1

Scenario 2

Scenario 3

Scenario 4

       

Exchange rate

 

2,3426

1,1713

1,75695

2,9283

3,51390

Assets:

      

Cash and cash equivalents

US dollar fluctuation

1,838,811

(2,153,800)

(1,076,900)

1,076,900

2,153,800

Trade receivables

US dollar fluctuation

93,259

(109,234)

(54,617)

54,617

109,234

Receivables from related parties

US dollar fluctuation

34,109

(39,952)

(19,976)

19,976

39,952

  

1,966,179

(2,302,986)

(1,151,493)

1,151,493

2,302,986

Liabilities:

      

Borrowings and financing

US dollar fluctuation

154,098

(180,495)

(90,248)

90,248

180,495

Trade payables

US dollar fluctuation

433

(508)

(254)

254

508

Other liabilities

US dollar fluctuation

292

(342)

(171)

171

342

  

154,823

(181,345)

(90,673)

90,673

181,345

Net effect

 

1,811,356

(2,121,641)

(1,060,820)

1,060,820

2,121,641

-f)         Paid in capital increaseInterest rate risk

The Company did not identify any material floating interest rate and inflation index risk to its long-term liabilities.

g)Credit risks

The exposure to the credit risks of financial institutions follows the parameters set out in the amountfinancial policy. The Company adopts the procedure of R$2,859,053.

-Allocation toanalyzing in detail the statutory reserves in the amountfinancial position of R$ 3,426,336.

its customers and suppliers, defining a credit limit and constantly monitoring its outstanding balance.

 

FS-77FS-43


By analyzing the geographical distribution of our exports, we observed a strong concentration of sales in Asia. This is due to the fact that China maintains a strong demand for iron ore and the fact that our shareholders are major steel mills located in Japan and Korea, with which we have long-term agreements.

Conducting most of the sales against the presentation of credit letters and based on customer assessments, as well as the diversification of receivables and the control over sales financing are the usual procedures that the Company adopts to minimize possible credit risks of its business partners. In the year ended December 31, 2013, our total sales to customers that individually make up more than 10% of sales revenue, totaled 35%.

As for short-term investments, the Company only makes investments in low credit risk institutions awarded by rating agencies.

h)Capital management

The Company manages its capital structure for the purpose of safeguarding its ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, while maintaining an optimal capital structure to reduce this cost.

24.INSURANCE 

Due to the nature of its operations, the Company renewed with a local insurer, for the period June 30, 2013 to June 30, 2014, the coverage of named perils for the following locations: (a) mine, BR 040, km 602, Ouro Preto, MG; (b) mine, Inconfidentes Highway, km 40, no number, Itabirito, MG; (c) office, Rua Iguatemi, 192, 25º andar, Itaim, SP; and (d) property damages, fire/lightening/any type of explosion, and loss of profits resulting from fire/lightening/any type of explosion, in the total risk amount of R$2.4 billion (property damages and loss of profits), and indemnity ceilings, in case of accidents, of R$50 million (property damages), and R$200 million (loss of profits).

The risk assumptions adopted, in view of their nature, are not part of the scope of the audit of the consolidated financial statements and, therefore, were not audited by our independent auditors.

25.APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR ISSUE

The consolidated financial statements were authorized for issue by the Executive Committee’s meeting held on March 28th, 2014.

FS-44