As filed with the Securities and Exchange Commission on April 30, 2014May 13, 2016.

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, 20132015

 

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,Paulo Rogério Caffarelli, Investor Relations Executive Officer
Phone: +55 11 3049-75883049-7268 Fax: +55 11 3049-7212

david.salama@csn.com.brpaulo.caffarelli@csn.com.br
Av.Brigadeiro Faria Lima, 3,4003400 – 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.

1,457,970,108.1,387,524,047 common shares. For further information, see “Item 7A. Major Shareholders,”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 No

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 Yes1YesNo

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).

1 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 BoardR

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 17 Item 18   1Item 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
 
INTRODUCTIONPage5
 
IntroductionFORWARD-LOOKING STATEMENTS15
Forward-Looking StatementsPRESENTATION OF FINANCIAL AND OTHER INFORMATION26
Presentation of Financial and Other Information3
Item 1. Identity of Directors, Senior Management and Advisors36
Item 2. Offer Statistics and Expected Timetable36
Item 3. Key Information3
3A. Selected Financial Data36
3B. Capitalization and Indebtedness69
3C. Reasons for the Offer and Use of Proceeds69
3D. Risk Factors79
Item 4. Information on the Company1721
4A. History and Development of the Company1721
4B. Business Overview1924
4C. Organizational Structure6470
4D. Property, Plant and Equipment6470
Item 4A.4E. Unresolved Staff Comments7074
Item 5. Operating and Financial Review and Prospects7074
5A. Operating Results7074
5B. Liquidity and Capital Resources9599
5C. Research & Development and Innovation100106
5D. Trend Information101107
5E. Off-Balance Sheet Arrangements102107
5F. Tabular Disclosure of Contractual Obligations106112
5G. Safe Harbor106112
Item 6. Directors, Senior Management and Employees107113
6A. Directors and Senior Management107113
6B. Compensation110116
6C. Board Practices110116
6D. Employees110117
6E. Share Ownership111117
Item 7. Major Shareholders and Related Party Transactions111118
7A. Major Shareholders111118
7B. Related Party Transactions111118
Item 8. Financial Information111119
8A. Consolidated Statements and Other Financial Information111119
8B. Significant Changes116125
Item 9. The Offer and Listing116125
9A. Offer and Listing Details116125
9B. Plan of Distribution117126
9C. Regulation of Securities Markets117126
9D. Selling Shareholders120128
9E. Dilution120129
9F. Expenses of the IssueIssuer120129
Item 10. Additional Information120129
10A. Share Capital120129

10B. Memorandum and Articles of Association120129
10C. Material Contracts123132
10D. Exchange Controls123132
10E. Taxation124133
10F. Dividends and Paying Agents132142
10G. Statement by Experts132142
10H. Documents on Display132

10I. Subsidiary Information133142
10I. Subsidiary Information142
Item 11. Quantitative and Qualitative Disclosures About Market Risk133142
Item 12. Description of Securities Other Than Equity Securities140149
Item 13. Defaults, Dividend Arrearages and Delinquencies140149
Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds141149
Item 15. Controls and Procedures141150
Item 16. [Reserved]151
Item 16. [Reserved]142
16A. Audit Committee Financial Expert142151
16B. Code of Ethics142151
16C. Principal Accountant Fees and Services142152
16D. Exemptions from the Listing Standards for Audit Committees143152
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers143153
16F. Change in Registrant’s Certifying Accountant143153
16G. Corporate Governance143153
16H. Mine Safety Disclosure145155
Item 17. Financial Statements145155
Item 18. Financial Statements145155
Item 19. Exhibits150156
PART II
PART III

 

tableTable of 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,” “$,” “U.S.$” 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, 20112013, 2014 and 20122015 and for the years ended December 31, 2010, 20112013 and 2012,2014 and 2015 together with the corresponding Reports 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.

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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, which is the largest world steel producer;producerand main consumer of our iron ore;

·demand for and prices of steel and mining products;

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

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

·        our liquidity position and leverage;

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

·        our level of debt;debt and our ability to obtain financing on satisfactory terms;

·        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;


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·        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.


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Presentation of Financial and Other Information

Our consolidated financial statements as of December 31, 20132015 and 20122014 and for the years ended December 31, 2013, 20122015, 2014 and 20112013 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.

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, 2015, 2014, 2013, 2012 2011, 2010 and 2009.2011.

The consolidated financial statements included in this annual report have been prepared in accordance with IFRS, as issued by the IASB, presented in Brazilianreaisreal. However, we have translated some of the Brazilianreal amounts contained in this annual report into U.S. dollars.dollars for the convenience of readers outside of Brazil. The rate used to translate such amounts in respect of the year ended December 31, 20132015 was R$2.3433.905 to U.S.$1.00, which was the commercial rate for the purchase of U.S. dollars in effect as of December 31, 2013,2015, 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 be construed as implying that the Brazilianreal 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.


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Summary Financial and FinancialOperating 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, Brazilian real  amounts as of and for the year ended December 31, 20132015 have been translated into U.S. dollars at the commercial market rate in effect as of December 31, 20132015 as reported by the Central Bank of R$2.3433.905 to 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 providereffered new standard provides 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 yearsyear 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, 2015, 2014, 2013 and 2012.

   

Year Ended December 31,

Income Statement Data:

2015

 

2015

 

2014

 

2013

 

2012

 

2011

 

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

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

            

Net operating revenues

3,926

 

15,332

 

16,126

 

17,312

 

15,229

 

16,520

Cost of products sold

(3,022)

 

11,800

 

(11,592)

 

(12,423)

 

(11,259)

 

(9,801)

Gross profit

904

 

3,532

 

4,534

 

4,889

 

3,970

 

6,719

Operating expenses

           

Selling

(368)

 

(1,436)

 

(1,042)

 

(875)

 

(774)

 

(604)

General and Administrative

(121)

 

(471)

 

(438)

 

(486)

 

(468)

 

(576)

Equity in results of affiliated companies

297

 

1,160

 

331

 

158

 

642

 

0

Other expenses

(342)

 

(1,334)

 

(657)

 

(1,134)

 

(2,763)

 

(501)

Other income4

954

 

3,727

 

90

 

567

 

111

 

791

Total4

422

 

1,646

 

(1,716)

 

(1,770)

 

(3,252)

 

(962)

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

1,326

 

5,178

 

2,818

 

3,120

 

719

 

5,757

Non-operating income (expenses), net

 

 

 

 

 

 

 

 

 

 

 

Financial income

125

 

489

 

172

 

171

 

391

 

717

Financial expenses

(989)

 

(3,862)

 

(3,253)

 

(2,683)

 

(2,543)

 

(2,723)

            

Income before taxes

462

 

1,805

 

(263)

 

608

 

(1,433)

 

3,751

Income tax

           

Current

(98)

 

(381)

 

(528)

 

(1,291)

 

(322)

 

(136)

Deferred

49

 

192

 

679

 

1,217

 

1,275

 

52

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) income

414

 

1,616

 

(112)

 

534

 

(481)

 

3,667

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to non controlling interest

92

 

358

 

(7)

 

25

 

(61)

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Companhia Siderúrgica Nacional

322

 

1,258

 

(105)

 

509

 

(421)

 

3,706

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings common share

0.23737

 

0.92690

 

-0.07440

 

0.34913

 

-0.28815

 

2.54191

Diluted earnings per common share

0.23737

 

0.92690

 

-0.07440

 

0.34913

 

-0.28815

 

2.54191

 


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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

 


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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

            

(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 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.

Year Ended December 31,

Income Statement Data:

2015

 

2015

 

2014

 

2013³

 

2012

2011²

 

(in million of US$)

 

(in million of R$)

 

 

 

 

 

 

 

 

 

 

 

Current assets

4,208

 

16,431

 

15,936

 

16,403

 

19,099

21,945

Investments

1,024

 

3,998

 

13,665

 

13,487

 

10,840

2,088

Property, plant and equipment4

4,577

 

17,872

 

15,624

 

14,911

 

18,520

17,377

Other assets

2,650

 

10,349

 

4,542

 

5,602

 

4,825

5,460

           

Total assets

12,459

 

48,650

 

49,767

 

50,403

 

53,284

46,870

           

Current liabilities

1,256

 

4,903

 

6,363

 

5,564

 

6,551

6,497

Non-current liabilities

8,966

 

35,011

 

37,669

 

36,770

 

37,725

31,956

Stockholders' equity 4

2,237

 

8,736

 

5,735

 

8,069

 

9,008

8,417

           

Total liabilities and stockholders' equity

12,459

 

48,650

 

49,767

 

50,403

 

53,284

46,870

           

Paid-in capital(in million of reais)

1,163

 

4,540

 

4,540

 

4,540

 

4,540

1,681

Common shares (in million of shares)

1,388

 

1,388

 

1,388

 

1,457

 

1,457

1,457

Dividends declared and interest on stockholders' equity(in million of reais)¹

70

 

275

 

700

 

800

 

300

1200

Dividends declared and interest on stockholders' equity per common share (in million of reais)¹

0.05

 

0.2

 

0.5

 

0.55

 

0.21

0.82

(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, see “Item 8A. Consolidated Statements and Other Financial Information-Dividend Policy.”

(2) The selected financial data as of and for the year 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.

(3) In 2013, the financial information was substantially impacted by the deconsolidation of Transordestina Logística S.A. which began to be recognized under the equity accounting method, due to the partial spin-off and the entry into effect of the new shareholders’agreement. For further information, see Other operating income (expenses) included in Item 5A. Operating Results.

(4)   The 2015 financial information was impacted by the business combination of Congonhjas Minérios as described in “Item 5A. Operating Results”

 


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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 2008, thereal fluctuated significantly against the U.S. dollar, reaching a peak of R$3.53 per U.S.$1.00 at the end of 2002 and a low of R$1.56 per U.S.$1.00 in August 2008. In the context of the crisis in the global financial markets after mid-2008, the real depreciated 31.9% against the U.S. dollar throughout 2008, reaching R$2.337 per U.S.$1.00 on December 31, 2008. From 2009 to 2011, the real appreciated 19.7% against the U.S. dollar and reached R$1.876 per U.S.$1.00 at year end 2011. In 2012, the real depreciated 17.6% and on December 31, 2012 the exchange rate was R$2.04 per 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 the Brasilianreal to float freely or will intervene in the exchange rate market through a currency band system or otherwise. The Brazilianreal may depreciate or appreciate against the U.S. dollar substantially.

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

 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.

          

Year ended  

Low  

 

High  

 

Average(1)

 

Period-end  

 

 

 

 

 

 

 

 

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

December 31, 2014

2.560

 

2.740

 

2.639

 

2.656

December 31, 2015

2.575

 

4.195

 

3.334

 

3.905

 

 

 

 

 

 

 

 

Month ended  

Low  

 

High  

 

Average  

 

Period-end  

October 2015

3.738

 

4.001

 

3.880

 

3.859

November 2015

3.701

 

3.851

 

3.776

 

3.851

December 2015

3.748

 

3.983

 

3.871

 

3.905

January 2016

3.986

 

4.156

 

4.052

 

4.043

February 2016

3.865

 

4.049

 

3.973

 

3.979

March 2016

3.558

 

3.991

 

3.703

 

3.558

April 2016

3.450

 

3.692

 

3.565

 

3.450

 Source: Central Bank.

       

(1) Represents the daily average of the close exchange rates during the period


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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 the Brazilianreal 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.required.

3C. Reasons for the Offer and Use of Proceeds

Not applicable.required.


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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”us” 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:

·        interest rates;

·        exchange controls;

·        currency fluctuations;

·        inflation; 

·        price volatility of raw materials and our final products;

·        lack of infrastructure in Brazil;

·        energy and water supply shortages and rationing programs;

·        liquidity of the domestic capital and lending markets;

·        regulatory policy for the mining, steel, cement, logistic and steelenergy industries;

·        environmental policies and regulations;


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

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

Recent economic and political instability, which have become more acute at the end of 2015, 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 securities markets which may adversely affect us and the trading price of our common shares.

Political crisiscrises, corruption scandals and deadlock in Brazil have in the past have affected and are currently affecting the development of the Brazilian economy and the trust of 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’spast three years, with the Brazilian populace expressing growing dissatisfaction with the country’s deteriorating political climate, corruption, mounting inflation, slow GDP growth and certain political measures.high interest rates.

In addition and as a consequence to the above mentioned, since 2011, Brazil has experienced an economic slowdown. The Gross Domestic Product, or GDP, growth rates were a negative 3.8% in 2015, 0.1% in 2014, 2.7% in 2013, 1.8% in 2012 and 3.9% in 2011, compared to a GDP growth of 7.5% in 2010. In 2016, analysts project that the Brazilian GDP will contract 3.9%, according to a Focus Report published by the Brazilian Central Bank on April 29, 2016. Our results of operations and financial condition have been, and will continue to be, affected by the growth rate of the Brazilian GDP. We cannot assure you that the GDP will increase or remain stable. Developments in the Brazilian economy may affect Brazil’s growth rates and, consequently, the use of our products and services.

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


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The Brazilian currency has long experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. For example, thereal appreciated 11.8%, 8.7% and 17.2% against the U.S. dollar in 2005, 2006 and 2007, respectively. In 2008, as a result of the worsening global economic crisis, thereal depreciated 32% against the U.S. dollar, closing at R$2.337 to U.S.$1.00 on December 31, 2008. For the years ended December 31,of 2009 and 2010, amid robust GDP growth and a strong local economy thereal appreciated 25.5% and 4.2%, respectively, against the U.S. dollar, closing at R$1.741 and R$1.666 to U.S.$1.00 on December 31, 2009 and 2010, respectively. ForSince 2013, the years ended December 31, 2011, 2012 and 2013 thereal depreciated 12.6%, 8.9% and 14.6%, respectively,against the U.S. dollar by 14.6% in 2013, 13.4% in 2014 and 47.0% in 2015, mainly due to external and internal factors, closing at R$1.876, 2.343, R$2.0442.656 and R$2.343 3.905 to U.S.$1.00 on December 31, 2013, 2014 and 2015, respectively. On April 29, 20142016 the exchange rate was R$2.2203.45 per U.S.$1.00.

Depreciation of therealagainst 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 therealcan 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 therealrelative 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 therealcould 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.


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In the event therealdepreciates in relation to the U.S. dollar, the cost inreaisof 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.We had total U.S. dollar-denominated or -linked indebtedness of R$10,87518,384 million or 39.03%53% of our total indebtedness, as of December 31, 2013.2015. Because of thereal depreciation, the U.S. dollar-denominated debt increased by R$4,227 million compared to December 31, 2014.

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). Since 2014, and especially during the year of 2015, Brazil has again experienced high rates of inflation, and the tendency is a continuing high level of inflation for 2016.  Inflation measured by the IPCA index was 6.5%5.9%, 5.8%6.4% and 5.9%10.7% in 2011, 20122013, 2014 and 2013,2015, 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. The Brazilian government has introduced policies aimed at reducing inflationary pressures, which could have the effect of reducing the overall performance of the Brazilian economy.

Developments and perception of risk in other countries, especially 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, especially 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 investors' 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.


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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 on 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 automobileautomotive and packaging 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 cashflow and profitability. Any material decrease in demand or increase in supply for steel and iron ore in the domestic or export markets served by us could have a material adverse effect on us.


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Prices charged for iron ore are subject to volatility. International iron ore prices have been decreasing significantly and may have a negative impact on our revenues, cash flow, profitability, as well as result in a need to change the way we operate or in the suspension of certain of our projects and operations.

Our iron ore prices are based on a variety of pricing terms, which generally use market price indices as a basis for determining the customer price. Our prices and revenues for iron ore are consequentlyvolatile, which may adversely affect our results of operations and cash flow. In 2015, average iron ore prices decreased 28.5% to US$ 55.5/dmt, from US$96.7/dmt in 2014. In 2014, average iron ore prices decreased 42.6% to US$96.7/dmt from US$135.2/dmt in 2013, according to the average Platts IODEX (62% Fe CFR China). On April 29th 2016, the index stood at US$65.85/dmt. As a result, revenues from our mining business decreased from 31% in 2013 to 23% in 2014 and 19% in 2015 of our total net revenues. A continuous decrease in the market prices for iron ore may result in a need to change the way we operate or, depending on the level of price decreases, even in the suspension of certain of our projects and operations and impairment of assets, which could adversely affect our financial position and results of operations.

Adverse economic conditions in China and an increase in global iron ore production capacity 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 past years, effectively driving global prices for iron ore and steel. In 2015, China accounted for 70% of the global seaborne iron ore trade. The percentage of our iron ore sales volume consumed in China was 60% in 2015. China is also the largest world steel producer, accounting for approximately 50% of the global steel production.

A contraction of China’s economic growth could result in lower global demand for iron ore and steel and increase the global steel industry over-capacity, leading to lower revenues, cash flow and profitability. Poor performance in the Chinese real estate sector and low investments in infrastructure, two of the largest markets for carbon steel in China, could also negatively impact our results. The China GDP increased 6.9% in 2015 compared to 7.3% in 2014, 7.7% in 2013 and 7.7% in 2012.

In addition, the recent strategy of the major iron ore suppliers to maintain their production targets and planned capacity increases could have a material adverse effect on us and adversely affect our results of operations.      

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 31%, 25% and 19% of our total net revenues in 2013, 2014 and 2015, respectively. 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.

Conversely, our ability to rapidly increase production capacity is limited, which could render us unable to fully satisfy demand for our iron ore. 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.

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

In 2013,2015, raw material costs accounted for 53.2%51.3% 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 56.8 %58.4% of our coke requirements. In addition, we require significantrequiresignificant amounts of energy, in the form of natural gas and electricity, to power our plants and equipment.


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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 and/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, especially those of the United States, 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 and, in addition, Chinese and certain steel exporting countries have favorable conditions (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 othermarkets.other markets. If we are not able to remain competitive in relation to China or other steel-producing countries, our results may be adversely affected in the future.


affected.

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Since 2010, steel companies in Brazil have faced strong competition from imported products, mainly as a result of the global excess in steel production, reduction in demand for steel products in mature markets, the exchange rate appreciation and tax incentives. Theincentives in some of the main exporting countries. Despite Brazilian government adopted measuresimport duties to contain importedprotect domestic producers, a substantial volume of steel products and, as a result, prices of imported products stabilized as compared to local products. These measures had a positive effect in 2011 and subsequent years, when imports were consistently reduced.is still being imported. If the Brazilian Government fails todoes not act against cheaper subsidizedsteel 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 competition from imported finished goods, which affects the whole steel chain.

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, effectively driving global prices for iron ore and steel. In 2013, China accounted for 68% of the global seaborne iron ore trade. The percentage of our iron ore sales volume to consumers in China was 52% in 2013.A contraction of China’s economic growth could result in lower global demand for iron ore and steel and increase the global steel industry over-capacity, leading to lower revenues, cash flow and profitability. Poor performance in the Chinese real estate sector and low investments in infrastructure, two of the largest consumers of carbon steel in China, could also negatively impact our results.

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

In response to the increased production and export of steel by many countries, anti-dumping and countervailing dutiesduty and safeguard measures were imposed in the late 1990s and early 2000s by foreign governments representing the main markets for our exports. In 2011, both2015, the anti-dumping duties imposed by Argentina and theU.S. authorities initiated anti-dumping and countervailing duties imposed by the United States were terminated.duty investigations on hot-rolled and cold-rolled steel sheets and coils imported from Brazil and other countries. Restrictions imposed by Canada on imports of hot-rolled products from Brazil remain 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 and/or pack steel products, may be adopted and as a result create barriers to steel exports. The imposition of these and other protectionist measures by foreign countries may materially and adversely affect our export sales.

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


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Our activities are subject to governmental authorizations, concessions, licenses or permits, which include environmental licenses for our infrastructure projects and concessions, such asincluding for our railways.the port terminals we operate and the railways in which we have an equity interest. Although we believe that such authorizations, concession,concessions, 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 we or our controlled entities that hold concessions will timely comply with itsour/their obligations under any relevant Concession Agreement or in Terms of Undertaking (Termos(Termos de Ajustamento de Conduta)Conduta), or TACs, entered into with governmental regulatory agencies. Any of these events may result in the loss or early termination of concessions. The loss or inability to obtainconcessions, authorizations, permits and/or renew any authorization,licenses, the restriction of access to public financing for the concession permit or license,the amortization of the public financing before a project begins to operate, as well as the imposition of penalties, such as fines or changes in the regulatory framework that we operate in, may materially and adversely affect us.closure of facilities.

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. Especially concerning our mining activities, new, more stringent environmental licensing requirements for our projects and operations could be imposed as a reaction by government to a major accident occurred in Brazil in 2015 involving the Fundão tailing dam of Samarco Mineração S.A. As a result, the amount and timing of future environmental and related expenditures may vary substantially from those currently anticipated and we may encounter delays in obtaining environmental or other operating licenses, or not be able to obtain and/or renew an authorization, permit and/or license. These changesevents and additional costs may have a negative impact on the profitability of our projects or even make certain projects economically or otherwise unfeasible.


See “—Current, new or more stringent environmental, safety and health regulations imposed on us may result in increased liabilities and increased capital expenditures.”

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Our activities are also subject to governmental regulation in the form of taxes, charges and royalties, which can have an important financial impact on our operations.In the countries where we are present, governments may impose new taxes, raise existing taxes and royalty rates, reduce tax exemptions and benefits or change the basis on which taxes are calculated in a manner that is unfavorable to us.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 regulationMining Regulation –Mineral Rights and Ownership.”

The loss or inability to obtain and/or renew any authorization, concession, permit or license, or changes in the regulatory framework that we operate in, may materially and adversely affect us.

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, 2013,2015, our total debt outstanding amounted to R$27,86434,283 million, consisting of R$2,6741,875 million of short-term debt and R$25,19032,408 million of long-term debt.See “Item 5B. Liquidity and Capital Resources” and “Item 18. Financial Statements.” Although weWe had R$9,9967,861 million of cash and cash equivalents as of December 31, 2013, our2015. Our planned investments in all of our business segments will require a significant amount of cash over the course of 20142016 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 it more difficult to refinance our existing indebtness and could make us more vulnerable in the event of a continued downturn in our business. In these and other circumstances, servicing our indebtedness may use a substantial portion of our cash flow from operations, which could adversely affect our financial condition and results of operations and make it more difficult for us to make payments of dividends and other distributions to our shareholders, including the holders of our ADSs.ADSs, as well as to fund our operations, working capital and capital expenditures necessary for the maintenanceand expansion of our business activities.


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We cannot assure you that our credit ratings will not be lowered, suspended or withdrawn by the rating agencies.

Our credit ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the views of the rating agencies at the time the ratings are issued. These ratings may affect the cost and other terms upon which we are able to obtain funding and are subject to change either due to factors specific to us, trends in the industries we operate, or in credit and capital markets more generally. Our high level of indebtedness and other factors have recently resulted in decreases in our credit ratings. In 2016, Fitch Ratings, Moody’s and S&P have decreased our credit ratings from B+, B1 and BB-, respectively, to B-, Caa1 and B, respectively, as of the date of this annual report. Credit rating agencies regularly evaluate us and their ratings of our long-term debt are based on a number of factors, including our financial strength. We cannot assure that credit rating agencies will not downgrade our credit ratings any further, or that such credit ratings will remain in effect for any given period of time or not be withdrawn entirely by the rating agencies, if, in the judgment of such rating agencies, circumstances so warrant. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on us, our financial condition, results of operations and profitability, including our ability to refinance our existing indebtedness.

MalfunctioningAccidents or malfunctioning equipment or accidents on our premises, railways or ports may decrease or interrupt production, internal logistics or distribution of our products.products and negatively impact our business.

The steel and iron ore production processes depend on certain critical equipment, such as blast furnaces, steel converters, continuous casting machines, rolling mills, 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. At the end of 2015, the Company interrupted operation of the Blast Furnace No. 02 as from 2016, decreasing our annual production capacity of steel at the Presidente Vargas Steelworks by 26%. 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.

In addition, our operations involve the use, handling, storage, discharge anddisposal of hazardous substances into the environment. Our mining, steel and cement businesses are generally subject to significant risks and hazards, including fire, explosions, toxic gas leaks, spilling of polluting substances or other hazardous materials, rockfall incidents in mining operations and incidents involving mobile equipment or machinery. Such events could occur by accident or by breach of operating and maintenance standards, and could result in a significant environmental impact, damage to or destruction of our mineral properties and/or production facilities, personal injury or death, delays or suspensions in production, monetary losses and possible legal liability. We have health, safety and environmental standards and risk management programs and procedures in place to mitigate such risks, including in relation to our tailing dams. Notwithstanding our internal standards, policies and controls, our operations remain subject to incidents or accidents that could negatively and adversely affect our business reputation, results of operations and financial results.

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

We maintain several types of insurance policies, in line with the risk management of our businesses, which attempt to follow industry market practices for similar activities. Coverage in such policies encompasses domestic and international (import and export) cargo transportation (road, rail, sea or air), carrier liability, life insurance, personal accidents, health, auto insurance, D&O, general liability, erection risks, boiler and machinery coverage, trade credit insurance, surety,,  named perils, ports and terminal liabilities. We also have an operational risks policy for the Presidente Vargas Steelworks, Congonhas Minérios, Sepetiba Tecon and some of our branches and subsidiariesCSN Mining for a total insured value of U.S.$500 600 million out of a total risk amount of U.S.$15.4 11.1 billion. Under the terms of this policy we remain responsible for the first U.S.$300 375 million in losses (materiallosses(material damages and loss of profits). 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. The occurrence of one or more of these events may adversely affect our financial position.


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Our projects are subject to risks that may result in increased costs and/or delaydelays or that could 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.”Investments”. These projects are subject to a number of risks that may adversely affect our growth prospects and profitability, including the following:


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·     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;

·     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.

Current, 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, wildlife maintenance regulations, restrictions on business expansions, native forest preservation requirements and the obligation to create privately owned conservation areas (Reserva Particular do Patrimônio Natural), or RPPNs, as an environmental compensation for industrial and mining expansion projects. The Brazilian government has adopted a decree under the national policy for climate change (Política Nacional de Mudanças Climáticas) that contemplates a 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. In regard to air emission standards, the Environmental National Council, or CONAMA, issued a resolution that obliges steel companies to comply with certain restrictions until 2018. The federal government has also established a national policy for solid waste (Política Nacional de Resíduos Sólidos), which provides for more strict guidelines for solid waste management and industry targets for reverse logistics as part of the environmental licensing process. Finally, a new regulatory framework for mining operations is currently being developed by the Department of Geology, Mining and Mineral Processing from the Ministry of Mines and Energy, which may 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.  Especially with regard to our mining activities, new more stringent environmental, health and safety standards, including with respect to the licensing process of our projects and operations, could be imposed due to a major accident occurred in Brazil in 2015involving the Fundão tailing dam of Samarco Mineração S.A. 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.regulations, as well as encounter delays in the receipt of environmental or other operating licenses. 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.


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In addition, we may be requested to enter into Terms of Undertaking (Termos de Ajustamento de Conduta), or 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.”


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Our governance and compliance processesprocedures 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 processesprocedures 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 employees or our employees’, contractors’ or other agents’ failure to comply with applicable laws and other standards could subject us to fines, loss of operating licenses and reputational harm, as well as other penalties, which may materially and adversely affect us.

We may fail to maintain an effective system of internal controls, which could prevent us from timely and accurately reporting our financial results

The Company's internal controls over financial reporting may not prevent or detect misstatements on a timely manner due to inherent limitations, including human error, circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement new or improved required controls, the Company's business and financial results could be harmed and the Company could fail to meet its financial reporting obligations. In this regard, and in connection with management’s evaluation of the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2015, management determined that the Company did not maintain effective controls over the Significant Unusual Transactions (SUT) and that the ineffective control over SUT constitutes a material weakness.

While the Company is in the process of improving its internal controls, the material weakness will continue to exist until the remediation actions are fully implemented and tested. If the new controls being implemented to address the material weakness and to strengthen the overall internal control over accounting for SUT do not operate effectively, or if the Company is unsuccessful in implementing or maintaining these new controls or is otherwise unable to remediate this material weakness, the Company’s financial reporting may be disclosed untimely or with inaccuracies, which could negatively impact the Company’s business and financial results.

Some of our operations depend on joint ventures, jointly controlled entities, 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-venturesjoint ventures, strategic alliances and consortia with other companies. We have, among others, established a joint-venturestrategic alliance with an Asian consortium at our 60% joint-controlledcontrolled investee NacionalCongonhas Minérios S.A., or Namisa,Congonhas, to mine iron ore;ore, a joint-venturejoint 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-venturejoint 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-venturejoint venture with Tractebel Energia S.A. and Cia. 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.

Our forecasts and plans for these joint-venturestheseis strategic alliances, 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-venturesjoint 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,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-venturejoint venture agreements also provide for customary dispute and deadlock resolutionmechanisms, 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 materialan adverse effect on us.


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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:

·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.

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; market price fluctuations and changes in operating and capital costs may render certain ore reserves uneconomical to 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.current production. 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.”


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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 2011, 2012 and 2013, respectively, 35%, 26% and 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.

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:

·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.Reserves”.

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 or reduction of water supply, leakages, accidents, as well as telecommunications and information technology system failures, as well as political and economic instability, including a global economic slowdown.failures. For example, flooding in Australia at the


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end of 2010 affected global coal supply and consequently increased our raw material costs. In addition, heavy rainfall in the Southeast Region of Brazil, as well as power and water supply shortages and rationing programs 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 theriskthe risk 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 or environmental liability, could adversely affect our reputation and financial performance and reduce the benefits of the acquisition.


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In addition, we may incur asset impairment charges related to acquisitions, which may reduce our profitability. Our acquisition activities may also present financial, managerial and operational risks, including diversion of management attention from existing core businesses, difficulties integrating or separating personnel, 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 andand/or 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 and/or results of operations.

We may not be able to maintain adequate liquidity and our cash flows from operations and available capital may not be sufficient to meet our obligations

 While our cash flows from operations and available capital have been sufficient to meet our current operating expenses, contractual obligations and debt service requirements to date, our liquidity, cash flows from operations and available capital may be negatively impacted by the pricing environment for our steel and iron ore products, the exchange rate environment and the effects of continued negative economic conditions in Brazil. These factors have materially and adversely impacted our liquidity and we expect this trend to continue. Recent cost cutting measures implemented by us may not be sufficient to offset these effects or improve our liquidity.

We have recently announced certain measures to improve our liquidity and debt profile, including the potential sale of certain assets and the extension of our debt with Caixa Economica Federal and Banco do Brasil (for further information, see Item “5B. Liquidity and Capital Resources”). If we are unable to successfully sell certain assets and/or reduce our leverage, we may not be able to maintain adequate liquidity and our cash flows from operations and available capital may not be sufficient to meet our obligations.  

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, and/or the timing of completion and the cost of our projects.

We are exposed to the risk of litigation


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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 anya provision on our balance sheet or have only established provisions for part of the amounts in question, based on our external or internal 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.”Shareholders”.


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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 permitsallows 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.”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 the 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 eight08 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 underlyingtheunderlying 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.


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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%40% of the total market capitalization of the BM&FBOVESPA as of December 31, 2013.2015. The top ten stocks in terms of trading volume accounted for 36.9%46%, 43.0%47.2% and 47.2%36.9% of all shares traded on the BM&FBOVESPA in 2013, 20122015, 2014 and 2011,2013, 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.

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


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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,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.”Rights”. 

A decrease in our market capitalization may increase volatility.

       In recent years our market capitalization has decreased and as a result the volatility in the trading price of our common shares and ADSs has increased. Any further decreases in our market capitalization may further increase volatility.  In 2015, the trading price of our ADSs dropped for a certain period below the levels required by the listing standards of the New York Stock Exchange (“NYSE”).  If the trading price of our ADSs again drops below those levels, we may be required to do a reverse stock split or a ratio change of the number of common shares per ADS in order to regain compliance with NYSE´s listing standards.

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 president at the time, Getúlio Vargas. The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the state of Rio de Janeiro, started the production of coke, pig iron and steel products in 1946. Also in 1946, we incorporated both the Casa de Pedra Mine, located in the city of Congonhas, State of Minas Gerais, and the Arcos Mine, located in the city of Arcos, State of 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 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.


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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 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 nowToday, CSN, through its controlled company Congonhas Minérios, is an important exporter of iron ore, drawing from ourthe high quality iron ore reserves in the Casa de Pedra and NamisaEngenho mines, located in the state of Minas Gerais. We also ownCongonhas Minérios currently holds the concession to operate the Terminal de Carvão, orTECAR, thea solid bulks terminal located in Itaguaí Port in the state of Rio de Janeiro, through which we exportCongonhas Minérios exports iron ore and importimports 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 ofon an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products. We expect thisThis plant, which is in a ramp up process, is scheduled to reach its full production rate of 500,000 t/year when fully operational,at the end of 2016, providing the domestic market with productsrebar for civil construction.construction and wire rod for industrial and civil construction applications.

General

We operate throughout the entire steel production chain, from the mining of iron ore to the production and sale of a diversified range of high value-added steel products. We divide our business into five segments: steel, mining, cement, logistics and energy businesses.

Steel

In our flat steel segment, we are an almostfully integrated steelmaker. 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.

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. At the Presidente Vargas Steelworks,In 2015, production of crude steel increased by 2% asremained stable when compared to 2012,with 2014, while the production of rolled steel products decreased 2%7% when compared to 2012. We also operate in the mining, cement, logistics and energy businesses, which have become increasingly important to our operations and growth.


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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.2014.

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 company 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 except for the pellets, limestone and dolomite requirements, and a portion of our tin requirements from our own mines. Using imported coal, we produce approximately 56.8%58.4% 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.


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On January 31, 2012, in an effortIn addition to strengthen our position inthe production of flat steel, we entered into the long steel segment, we acquired SWTwith the acquisition of Stahlwerk Thüringen Gmbh (SWT) in 2012 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.sections.

In addition to the production of flat steel,We also completed a new plant for production of long steel products has been installed atin 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.products – wire rod and rebar. We expect this plant to reach 500,000 t/year output when fully operational, providing the domestic market with products for civil construction.

Mining Activities

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,and Engenho mines, located in the city of Congonhas, and we have a jointly-controlledpertaining to our controlled investee, Namisa, which includes theCongonhas Minérios, and Fernandinho mines, located in the city of Itabirito Engenho and Congonhas.the Cayman and Pedras Pretas mining rights, located in the city of Rio Acima and Congonhas, respectively, pertaining to our wholly owned subsidiary Minérios Nacional S.A. (“Minérios Nacional”, former Mineração Nacional S.A.). Our mining assets also include the cargo terminal Itaguaí Port, or TECAR, Mineraçãopertaining to Congonhas Minérios, the Bocaina mines, located in the city of Arcos, in the state of Minas Gerais, which produces dolomite and limestone, and Estanho de Rondônia S.A., or ERSA, located in the city of Ariquemes, in the state of Rondônia, which mines and casts tin. We sold 21.5 million tons, 25.2 million tons and 25.7 million tons of iron ore in 2013, 2014 and 2015, respectively.

Logistics

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

We manage twooperate a port terminalsterminal for containers, Sepetiba Tecon, at Itaguaí, Port, in the state of Rio de Janeiro, one for bulk solids (TECAR) and one for containers (Sepetiba Tecon).Congonhas Minérios operates the solid bulks terminal, or TECAR, also located at Itaguaí Port, in the state of Rio de Janeiro.

We also have interests in three railways: (i) we share control in MRS Logística S.A., which operates the former Southeast NetworkSystem of the Federal Railway Network,System, along the Rio de Janeiro-São Paulo-Belo Horizonte axis; (ii) we also have an interest in jointly-controlledjointly controlled investee Transnordestina Logística S.A., or TLSA; and (iii) we control Ferrovia Transnordestina Logística S.A, or FTL, which operates the former Northeastern Railway System or RFFSA.

Cement


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We entered the cement market in May 2009, driven by the high synergy with our currentsteelmaking business. This segment takes advantage of the slag generated by our blast furnaces, and of our limestone, used to produce clinker, reserves, located in the city of Arcos, in the state of Minas Gerais. Limestone is used to produce clinker. Clinker and slag are the main inputs in cement production.

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

Energy

We are oneSteelmaking requires significant amounts of Brazil’s largest industrialelectricity to power rolling mills, production lines, hot metal processing, coking plants and auxiliary units. In 2015, our Presidente Vargas Steelworks consumed approximately 3.012 million MWh of electric energy.


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Our main source of electricity is our thermoelectric co-generation power consumers. Since 1999,plant at the Presidente Vargas Steelworks, which is fueled by the gases from the steel production process, with 235.2 MW installed capacity. In addition, we have invested in power generation projects in order to ensure self-sufficiency. Our electrical assets include: (i) CSN’sa 29.5% stakeinterest in the Itá Hydroelectric Power Plant in Santa Catarina, corresponding to 167 MW, through a 48.75% equity interest in ITASA; (ii) CSN’sITASA, and a 17.9% interest in the 210-MW Igarapava Hydroelectric Power Plant in Minas Gerais, corresponding tofrom which we have ensured energy an average of 167 MW and an overage of 23 MW; and (iii) a 235.2 MW, cogeneration thermoelectric power plant in Presidente Vargas Steelworks, which is fueled by the waste gases from the steel production process.respectively. These three plants give CSN an average generation capacity of 425 MW, supplying the group’s total need for powerpower. In 2014, we installed a new turbine generator at the Presidente Vargas Steelworks, which adds 21 MW to our existing installed capacity. This turbine is located near our Blast Furnace No. 3, using the outlet gases from the iron making process to generate energy..  

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:

Integrated business model.We are an almost fullya highly integrated steelmaker. This is due to our captive sources of raw materials, principally iron ore, and our owned infrastructure, such as railways 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,, distinguishing us from our main competitors in Brazilwhich have to purchase all or a portion of 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. See “—Our mining segment” and “Item 4D—Property Plant and Equipment.”companies.

Profitable mining business.We have in recent years invested significantly in our mining business, placing CSN in a prominent position among the country’sworld’s leading mining firms. In a first expansion phase, we plan to increase Casa de Pedra’s production capacity to 40 million tons per year, and we expanded the iron ore shipment capacity of TECAR,players. Further expansions will enable expanding product portfolio and total output, increasing our cargo terminalpresence in Port of Itaguaí, to 45 million tons in 2013.seaborn markets.

The Company has high-quality iron ore reserves in the Casa de Pedra, Engenho, Fernandinho and Namisaother mines, (Engenho and Fernandinho), all located in Minas Gerais. Our mining activities provide strong revenuerelevant EBITDA generation. We sold 17.5 million tons in 2009, 18.6 million tons in 2010, 23.8 million tons in 2011, 20.2 million tons in 2012, and 21.5 million tons in 2013, 25.2 million tons in 2014 (taking into account our proportional interest in Namisa throughout this period) and 25.7 million tons in 2015 (including 100% of NAMISA due to full consolidation of Congonhas Minerios as of December, 2015). The company’s mining assetsbusiness also includeincludes TECAR, asolid bulks terminal at Itaguai Port (RJ),with a capacity forto handle 45 mtpy, located in Itaguaí Port (RJ), Mineração Bocaina, located in Arcos (MG), which produces dolomite and limestone and ERSA, which mines and casts tin.

During 2015, we implemented cost reduction actions, which along with theReal depreciation, reduced our production costs at the Casa de Pedra mine from US.$ 24.66/ton in 2014 to US.$ 15.56/ton in  2015.

Thoroughly developed transport infrastructure.We have a thoroughly developed transport infrastructure, connecting our iron ore mine to our steel mill and to our ports.the port terminals we operate. The Presidente Vargas Steelworks facility is located next to railway and port systems, facilitating the supply of raw materials, the shipment of our production and easy access to our principalmain 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 railway we use and operate is owned by MRS, a


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company in which we hold a 33.27%34.94% direct and indirect 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 ore exports and most of our steel exports.exports, as well as our imports of coal and metallurgical coke. Since we obtained the concession to operateconstitution of MRS railway, in 1996, we haveit has significantly improved its tracksproductivity and developed its business, with increased cash generation. We also own concessions to operate two deep-sea water terminals through which we export our products, and import coal and small amounts


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Self-sufficiency in energy generation.We are self-sufficient in energy through our interests in the hydroelectric plants of Itá and Igarapava, as well as our own thermoelectric plant located inside the Presidente Vargas Steelworks. We also sell the excess energy we generate in the energy market.market on a spot basis. Our 235.2256 MW thermoelectric cogenerationplant provides the Presidente Vargas Steelworks with approximately 60% of its energy needs for 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.Catarina. This ownership grants usan assured energy of 167 MW,, proportional to our interests in the project, pursuant to a 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 partcapacity and a direct take of our 23 MWof assured energy from Igarapava to supply energy to the Casa de Pedra and Arcos mines.us.

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.margins compared to peer companies of both steel and mining segmens. Other factors that lead to these margins areour low cost structure include the strategic location of our steelworks facility the use of state of the art technology andalong with our well qualified work force.force with a lean cost.

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-margin products, such as tin-coated, pre-painted, galvalume and galvanized products. Our galvanized products 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, provides a strong sales channel in the domestic market, enabling us to meet demand from smaller customers, thus creating an 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, representing 76%with a market share above 30% of our steel sales in the domestic market.flat steel market, according to the Brazilian Steel Instute (IABR). 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, withwhich accounted for approximately 9%22% of our total sales in 2013.2015. Direct exports accounted for 3%4% of our total sales in 2013.2015. 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 2013,2015, SWT accounted for 12%15% of our total sales.

Strategies

Our goal is to increase value for our shareholders by further benefiting from our competitive cost advantages and quality of product portfolio, maintaining our position as one of the world’s lowest-cost steel producers, becomingincreasing our relevance as an important iron ore global player, developingincreasing market share and size of our cement business and optimizing our infrastructure assets (including ports, railways and power generating plants). to enable high integration, quality product and low costs. To achieve this goalthese goals, 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 ourincreasing  market share in the flat steel segment and entering in the Brazilian long steel market;


·An emphasis on high margin coated steel products, such as galvanized, galvalume, pre-painted and tin plate;

table of contents·Geographical diversification through our flat and long steel facilities abroad. We also intend to maintain and diversify our exports, focused on high quality products such as coated steels;

ü·        The constant pursuit of operational excellence, by developing and implementing cost reduction projects (e.g. energy efficiency) and process review programs (e.g,(e.g. internal logistic optimization, project development and implementation disciplines)discipline);

üAn emphasis on high margin coated steel products, such as galvanized, pre-painted and tin plate;

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


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ü·        Increasing market share by expanding ourcustomized services and distribution network;

üGeographical diversificationabilities through our flat and long steel facilities abroad.expanding distribution network.

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

Mining

In order to strengthen our position in the iron ore market, we plan to expandinvest in our mining assets, such as Congonhas Minérios, to enable low operational costs and long term growth opportunities.

In the coming years, we expect to reach an annual shipment level of over 60 mtpy of iron ore products, including third party products, by increasing mine capacity at Casa de Pedra and Namisa,other mines, along with developing export services for third party producers. Considering the current pricing and search for investment opportunities, primarilyglobal iron ore competitive scenario, we will focus on exporting quality iron ore with low cost, guaranteeing participation in mines in operation or in an advanced stage of development.the seaborne market.

In a first expansion phase,To sustain this growth, we plan to increase Casa de Pedra’s production capacity to 40 million tons per year, and we expanded the iron ore shipment capacity ofin TECAR, our cargosolid bulks terminal inat Itaguai Port, of Itaguaí, to 45 million tons in 2013. 70 mtpy.

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

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.

We intend to continue to improve the delivery of our products in the domestic market (mainly steel and cement), with by implementing low cost measures and improving our efficiency by integratingthrough integration and increasingincrease in the use of rail transportation, and by providing more distribution centers.centers to reach end clients.

In addition to investments in TECAR, we will strengthen Sepetibaexpanded the TECON our container terminal at Itaguaí Port in order2014.  The project enables us to accommodate larger ships,operate large vessels simultaneously, increasing itsTECON’s capacity and competitiveness by adding services to strengthen client loyalty.440,000 containers.

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.


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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 accordanceinaccordance with the equity accounting method. See “Item 4B. Business—Our Logistics Segment—Railways—Northeastern Railway System.”


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Cement

Our cement business strategy involves the utilization of the limestone reserves in our Arcos mine and the slag generated by our blast furnaces in ourat Volta Redonda. The first cement plant in Volta Redonda,grinding mill was inaugurated in 2009, with capacity to produce 2.42.3 million tons per year. In 2011, we began producing clinker in the Arcos plant with the aim of reducing ourenabling lower production costs. We intend to expand our cement production capacity to 5.45.3 million tons per year over the next few years. We expect that the additionalplan to achieve this goal by adding 3.0 million tons per year of capacity will come fromthrough the construction of three new grinding mills and the construction of a new plant that will be integrated with aclinker kiln in Arcos. During 2015, we inaugurated two new grinding unit and clinker furnace in Arcos, where we already operate a clinker furnace, using limestone from our own mine.

mills, reaching 4.3 million tons of capacity. For information on planned investments relating to our cement activities, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments.”

Additional Investments

In addition to the currently planned investments and capital expenditures, we continue to consider possible acquisitions or divestments, joint venturescontrolled entities and brownfield or greenfield projects to increase or complementimprove our steel, cement and mining cost competitiveness and production, andalong with our 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


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

 


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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 “—ProductProduction 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. The slabs are then slitted and finished, generating blooms which are delivered to the long products plant.

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 constructionstructural beams and other construction products. We produce light gauge hot-rolled coils and sheets with a minimum thickness of 1.20 millimeters, which 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-rolledmillimeters.Cold-rolled products have more uniform thickness and better surface quality when compared to hot-rolled products and their main applications are used in applications such as automotive bodies,parts, home appliances and construction. In addition, cold-rolled


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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.

 


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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;bus bodies;

·        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 heavyforming machinery.

In addition to standard galvanized products, weWe produceGalvanew®, in addition to the standard galvanized steel thatproducts. This product is subject to a specialproduced by an additional annealing process followingcycle just after the zinc 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,Galvalume®, a cold-rolled materialcontinuous Al-Zn coated with a zinc-aluminum alloy. Thematerial. Although the production process is similar to the hot-dip galvanized coating, and galvalumeGalvalume® has at least twice the corrosion resistance of standard galvanized steel. GalvalumeGalvalume® 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 expertise in value-added galvanized products presentpresents 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 coatingpainting 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


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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:

·        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;


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·        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 Process

The main raw materials used in flat production in an integrated steelworks are iron ores, coals, coke, and fluxes such 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 an iron content of approximately 60%, and its low extraction costs are major contributors to our low steel production costs.

We import all the hard coking coals required for coke production and 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 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 to transform iron ore to hot metal. In 2013,2015, we produced approximately 59%41.6% of our coke needs, and imported the balance, compared to 67 % in 2012.remaining coke was imported.

 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(which are 100% acquired in the domestic market,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, which allows to inject low-cost pulverized coals directly into the blast furnaces, replacing approximately one-third of the total coke demand.

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

The hot metal is transported to the steelmaking shop by 350-ton capacity torpedo cars and charged in basic oxygen furnaces together with scrap and fluxes. At 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)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 can be sold directly in the export market.


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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 at the pickling lines, in a hydrochloric bath, to remove surface oxides and improve surface quality. After pickling, the hot-rolled coils selected to produce thinner materials are sent to be rolled at 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 galvanizing 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.


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Steel plant equipment regularly undergo 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 operational and commercial activities. Our operations are undertaken by our production sector, which is composed of the following two units:

·        The operational unit - responsible for steel production operations, repair shops, in-plant 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 ProgramSystem  

We maintain a Quality Management System that is certified to be in compliancecomply with the International Standardization Organization ISO 9001 standard and the automotive industry’s Technical Specification ISO/TS 16949. Our Quality Management System has maintained certification of compliance to16949 in June 2015.  ISO 9000 standards since March 1993, when we were awarded the ISO 9002 certificate of compliance and in April 1996 when we were awarded the ISO 9001 certificate of compliance for the manufacture of our steel products. To attend the requirements of the automotive industry we were awarded certification of compliance to QS 9000 standards in April 1998. In June 2004, we made the transition from the QS 9000 standard and were awarded the automotive industry’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, blooms, billets, hot rolled flats,flat, pickled and oiled, steel products, cold rolled and galvanized steel, tin mill products and long steel products and tin mill products. In September 2011, we were awarded the ISO/TS 16949:2009, third edition, for the manufacture of hot-rolled flat , pickled and oiled steel products, cold-rolled and galvanized steel products. Our intention is to renew these certificates of compliance

We also maintain a certification attesting that products furnished by August 2014 and includeour Araucária plant in the scopestate of Paraná, Brazil, to the electrical and electronic equipment industries are in conformity with Directive 2011/65/EU of the ISO 9001 certificateEuropean Parliament on the restriction of compliance the manufactureuse of rebar, barscertain hazardous substances in electrical and rods that will be produced by our new long products plant.


electronic equipment – RoHS.

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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:

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.

Crude Steel Production  

Brazil

 

CSN  

 

CSN % of Brazil  

 

(In millions of tons)

2015

33.2

 

4.2

 

12.7%

2014

33.9

 

4.5

 

13.3%

2013

34.2

 

4.5

 

13.2%

2012

34.7

 

4.8

 

13.8%

2011

35.2

 

4.9

 

13.9%

_______________

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

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

Certain Operating Statistics  

 

 

 

 

 

 

 

2013

2012

2011  

 

 

(In millions of tons)

(In millions of tons)

 (In millions of tons)

Production of:

 

 

 

 

Iron Ore *

 

15.4

19.8

20.1

Molten Steel 

 

4.6

5.0

5.0

Crude Steel 

 

4.5

4.9

4.9

Hot-Rolled Coils and Sheets 

 

5.0

4.8

4.8

Cold-Rolled Coils and Sheets 

 

2.7

2.6

2.4

Galvanized Products 

 

1.5

1.2

1.4

Tin Mill Products 

 

0.7

0.5

0.7

Consumption of Coal for Coke Batteries 

 

1.5

1.9

2.1

Consumption of Coal for PCI 

 

0.6

0.7

0.6

*Casa de Pedra

 

 

 

 


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Certain Operating Statistics  

 

2015

 

2014

 

2013

 

(In millions of tons)

Production of:

 

 

 

 

 

Molten Steel

4.4

 

4.6

 

4.6

Crude Steel

4.2

 

4.5

 

4.5

Hot-Rolled Coils and Sheets

4.3

 

4.8

 

5

Cold-Rolled Coils and Sheets

2.5

 

2.5

 

2.7

Galvanized Products

1.4

 

1.6

 

1.5

Tin Mill Products

0.6

 

0.6

 

0.7

Consumption of Coal for Coke Batteries

1.3

 

1.6

 

1.5

Consumption of Coal for PCI

0.5

 

0.6

 

0.6

 

 

 

 

 

 

 

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 the first half of 2011, prices of the main raw materials used by CSN continuously increased due to unbalanced global 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, 2014 and 2015, coal and coke prices continued decreasing until the third quarter, when the prices remained flat.

decreasing. 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.


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Iron Ore

We are able to obtain allthe majority of our iron ore requirements from our Casa de Pedra mineand Engenho mines located in the State of Minas Gerais. The only iron ore product which we buy from third parties is pellet. For a description of our iron ore segment see “– Our Mining Segment.”

 

Coal

In 2013,2015, our metallurgical coal consumption totaled 2.11.75 million tons. Metallurgical coal includes coking coal and PCI coal, which is a lower grade coal injected into the blast furnaces, in a pulverized form, to reduce coke consumption. The PCI system reduces CSN’s need for imported coke, and since it is a lower cost compared to imported coke, thus reducing production costs. The total PCI coal consumption in 20132015 totaled 0.60.46 million tons, all imported. The sources of the hard coking coal consumed in our plants in 20132015 were as follows: USA (53.2%(60.0%), Australia (41.7%(35.0%) and Canada (5.1%(5.0%) and for PCI: Russia (69.2%(55.0%), Australia (25.9%(45.0%). 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 price purchased during 2013.

During 2013,2015, CSN’s coking coal and PCI coal costs in US dollar decreased significantly when compared to 2012.2014 and 2013. The quarterly benchmark price for metallurgical coal began its drop and ended the year at its lowest price (U.S.$143.00)(US$89.00) since 2010.2010, a decrease of US$26.00 compared with the first quarter of 2015. The deals for the first quarter of 2014 are U.S.$9.00/2015 were US$2.00/mt lower than for the fourth quarter of 2013. The previous2014. Theprevious lowest settlement amoutamount had been for the fiscal year 2009-10,2009, when it was priced at U.S.$US$129.00/mt.


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Coke

In2013, 2015, in addition to the approximately 1.10.94 million tons of coke we produced, we also consumed 700,8301.32 million tons of coke bought from third parties in China and Colombia, and Brazil, an increasea decrease of 3.6%21.66% as compared to our consumption in 2012, due to a2014. The decrease in coke production throughout 2015 derives from an onogoing revamp project in our 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.

In 2013, Chinese coke prices continued decreasing until the third quarter, when the 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,1970s, 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 biggestlargest and besthighest quality reserves of limestone in the world, which is used in the production of various products, including clinker and cement.

The annual production of limestone and dolomite for our steelworks is approximately 2.42.5 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 fines for sintering: used in the production of “sinter”, in our steelworks. The sinter is composed ofsintering process mixes and heats together with fine ores, solid fuel and flux, which enable semi-melting and sintering ore.producing a highly reactive granulated burden. The sinter is used in blast furnaces as athe main source of iron for the production of pig iron.


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Beginning in 2009,2011, with our entry into the start-up of clinker plant to produce cement market,in Volta Redonda, the mine in Arcos also became responsible for supplying limestone for cement manufacturing 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 38, 2415, 16 and 36 days inventory of tin, aluminum and zinc, respectively, at the Presidente Vargas Steelworks.

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.


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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 2013,2015, we used 673,084698,700 tons of oxygen to produce 4.54.2 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 94%92% of the water used in the steelmaking process is recirculated and the balance, after careful 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 R$3.30.705 million.

Electricity

Steelmaking also requires significant amounts of electricity to power rolling mills, production lines, hot metal processing, coking plants and auxiliary units. In 2013,2015, our Presidente Vargas Steelworks consumed approximately 3.03.01 million MWh of electric energy or 636 kilowatt hours per ton of crude steel. This level means we are one of the largest consumers of electricity in Brazil, accounting for approximately 8% of the overall consumption of electricity in the State of Rio de Janeiro.energy.

Our main source of electricity is our 235.2 MW thermoelectric co-generation power plant at the Presidente Vargas Steelworks, besideswhich is fueled by the gases from the steel production process, with 235.2 MW of installed capacity. In addition, we have a 29.5% interest in the Itá Hydroelectric Power Plant in Santa Catarina, through a 48.75% equity interest in ITASA, and a 17.9% interest in the Igarapava hydroelectric facilities,Hydroelectric Power Plant in Minas Gerais, from which we have ensured energy take of 167 MW on average and 23 MW average, respectively. Those three assets give CSN an average generation capacity of 425 MW, supplying the group’s total demand for power. In addition,2014, we installed a new turbine generator at the Presidente Vargas Steelworks, which addsadded 21 MW to our existing installed capacity. This turbine is 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 and Raízen. In 2013,2015, the Presidente Vargas Steelworks consumed 480,934 dam489 million m3 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 2012,2013 and 2014, reservoirs reached their lowest level in the past ten years; consequently the Brazilian Electricity System Operator (Operador(Operador Nacional do Sistema Elétrico)trico), or ONS, increased the utilization of thermoelectric generation.generation.  


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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 2013,2015, our consumption totaled 43,62259,526 kiloliters of diesel oil, used to produce 25.713 million tons of iron ore, for which we paid U.S.$35.88US$ 33.5 million or R$111.6 million, until November. InDecember, 2015 we consumed 3.9 kiloliters, used to produce 2.1 million tons of iron ore, for which we paid US$2.0 million or R$7.5 million.


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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. In 20132015 we consumed 613,000262,000 tons of third party slabs.slabs. 

Our main raw materials suppliers are set forth below:

 Main Suppliers  

 

Raw Material  

Main Suppliers

Raw Material

Açominas and CSA

 

Slabs

BHP Billiton, Jim Walter Resources, Alpha Natural Resources,Walters Energy, Rio Tinto Coal, Alpha Resources, Carbo One Limited and MarubeniTeck Coal

Coal 

CI Milpa, ThyssenKrupp, Sinochen and ThyssenKruppCoeclerici

 

Coke 

RBAIbrame, Latasa, Chanceller and AlubarAlumbras

Aluminum 

Votorantim Metais (1)

 

Zinc 

White Solder, ERSA, and Melt Metais e Ligas SA and Mineração Taboca

Tin 

Sotreq, Ecolab Quimica, Metso, Continental, MB Komatsu, Nortel, Deva VeiculosVeyanceMetso, Maxbelt and MTU do BrasilMason

 

Spare parts 

Magnesita, RHI Vesuvius and Saint Gobain 

Refractory bricks 

Daido, Ipiranga and Quaker BR Distribuidora

 

Lubricants 

___________

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

 

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, 28 batch annealing furnaces, three continuous galvanizing lines, four continuous annealing lines exclusively for tin mill products and six electrolytic tinning lines.


tableAt the end of contents2015, the Company decided to idle Blast Furnace No. 2 operation as from 2016, decreasing our annual production capacity of steel at the Presidente Vargas Steelworks by 28% from 5.4 million tons to 3.9 million tons.

Our major operational units and corresponding effective capacities as of December 31, 2013,2015, including CSN LLC and Lusosider, are set forth in the following chart:

 

Effective Capacity


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Tons
per year

 

Equipment
in operation

Process:

 

 

 

 

Coking plant 

1,525,000 

1,680,000 

3 batteries 

Sintering plant 

 

6,930,0006,360,000 

 

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 

 

1,030,000930,000

 

65 lines

 

Downstream Facilities

CSN Paraná  

Our CSN Paraná branch produces and supplies plain regular galvanizedGalvalume® products, Galvalume® products and pre-painted steel products for the automotive, construction and home appliance industries. The plant has an annual capacity of 330,000 tons of galvanized products andGalvalume® Galvalume® products, 130,000 tons of pre-painted products, which can use cold-rolled or galvanized steel as substrate, service capacity of 150,000 tons of sheets and narrow strips, and 220,000 tons of pickled hot-rolled coils in excess of the coils required for the coating process.

CSN Porto Real

Our CSN Porto Real branch produces and supplies plain regular galvanized, Galvanew® products and tailored blanks mainly for the automotive industry. The plant has an annual capacity of 350,000 tons of galvanized products, including Galvanew® products, and 150,000 tons of tailored blanks, sheets and narrow strips, which can use cold-rolled or galvanized steel as a substrate.

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 12% of the packaging market for carbonated drinks in the Northeastern regionsregion 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 facilities: two located in the state of São Paulo 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 CSN and Prada’s products, or Prada Distribuição.


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Prada Distribuição is one of the leaderleaders in the Brazilian distribution market for steel products with 460,000 tons per year of installed processing capacity. Prada Distribuição has one steel service centerscenter and six distribution centers strategically located in the Southeast region Brazil. The 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.


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Companhia Siderurgica Nacional, LLC

CSN LLC holds the assets of former Heartland Steel, a flat-rolledflat steel processing facility in Terre Haute, Indiana. This facility has an annual cold rolling production capacity of 800,000 tons of full hard cold rolled coils. Delivery capacity of cold-rolled and galvanized products are 280,000 and 315,000 tons/year, respectively. Currently, CSN LLC is obtaining raw materials by buying hot rolled coils directly from mills in the United 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-rolledflat steel processing facility located in Seixal, near Lisbon, Portugal. Lusosider produceshas the capacity to produce and sell approximately 50,000 tons of hot-rolled pickled coils, 50,000 tons of cold-rolled  and 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.

CSN Distribuição

We have 2two service centers, one located in the city of Camaçari, in the State of Bahia and one in the city of Jaboatão dos Guararapes, in the state of Pernambuco, to support sales in the Northeastern and North regions. There is also a Distribution Center in the city of Canoas, in the state of Rio Grande do Sul, to support sales in the South region of Brazil.

Long Steel - Mills

SWT 

In February 2012, we acquired Stahlwerke Thuringen, or SWT, located in Unterwellenborn, Germany, which marked 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.

The following chart reflects SWT’s production cycle in general terms.


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 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.

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.


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Production Output - SWT

 

2015

2014

2013

 

(In thousands of tons)

Production of:

   

Beam Blank (Crude Steel)

794

844

813

Long Steel (Finished Products)

743

758

765

 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 2011, prices 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. In 2013, the scrap average price decreased significantly until the middle of the year followed by a slight prices increase. In 2014 and 2015 the scrap prices decreased significantly. Our scrap consumption totaled approximately 0.9 million tons and accounted for nearly 60% of our production costs. We are able to obtain 70% 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.

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.


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Suppliers              

We acquire the inputs necessary for the production of our 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

SWT possesses a 28 km 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 - SWT

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

Volta Redonda EAF Mill

Plant Characteristics

We completed a new plant mill for production of long steel products in Volta Redonda and started assisted operations in December 2013 and 2014 we started ramping up the production process. The plant consists of a 50t electric arc steelmaking furnace, 50t ladle metallurgy, continuous casting machine for billets and a hot rolling mill for wire rod and reinforcing bar.. We expect this plant to reach up to 500,000 t/year output when fully operational, providing the domestic market with products for civil construction and high quality drawing and cold heading applications.

Steelmaking Shop

Designed for an output of 400,000 t/year, this unit mainly consists of one 50t UHP, AC electric arc furnace, one 50t ladle furnace, one continuous casting machine for billets with three strands, mobile equipment and cranes, power supply, distribution facilities and and auxiliary equipment.

Rolling Mill

Designed for an output of 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.


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Production Process - Rebar and Wire-rod

Steelmaking

The process of steelmaking begins with the arrival of smelt scrap and pig iron at our facilities by wagons and trucks. After being conditioned, scrap and pig iron are delivered for scrap bucket preparation in the scrap yard. The scrap buckets are prepared based on the type of steel that will be manufactured in the steelmaking 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 blooms cut from BOF slabs, the blooms will be moved by a chain shifting device, which has heat insulation, that brings the blooms 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 to 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.

The production flow chart is showed below:


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Production Output

Certain Operating Statistics  

 

 

  (In thousands of tons)

2015

2014

Production of:

  

Billets (Crude Steel)

151

105

Long Steel (Finished Products)

131

93

Raw Materials and Energy Suppliers

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. The supply sources for these materials are the same used for our flat steel operations. See “Item 4B—Raw Materials and Suppliers.”

Our Mining Segment

Our mining activities are one of the largest in Brazil and are mainly driven by the exploration of one of 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 in Minas Gerais, in Brazil and Austria.

Our Mines

Location, Access and Operation

Casa de Pedra

Casa de Pedra mine is an open pit mine located in 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


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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 Komatsu PC5500 and Caterpillar 6060 hydraulic shovels, wheel loaders (Caterpillar 994H, Komatsu WA1200 and LeTourneau 1850) and then hauled by a fleet of Caterpillar 793D (240 tons), Caterpillar 793F (240 tons) and Terex Unit Rig MT4400AC (240 tons). This fleet has an installed annual ROM capacity of approximately 130 million tons.

Then the ore is processed in our treatment facilities, which have an installed capacity of 28 million tons of products per year. We use in Casa de Pedra electrical power provided by hydroelectric plants.

Casa de Pedra mine supplies all of our iron ore needs exept pellets, 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:

fp50a

fp50b 


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Engenho

The Engenho mine is also an open pit mine located at the Southwestern region of the Iron Ore Quadrangle, 60 km south of the city of Belo 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

The Engenho mine started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470) and excavators (Komatsu PC600) and then hauled by a fleet of Mercedes-Benz Actros 4844 trucks. There is also equipment that operates in the dam and in the yard. These fleet consist of wheel loaders (Komatsu WA470 and Komatsu WA500), excavators (Komatsu PC600 and Komatsu PC350) and trucks (Mercedes-Benz Actros 4844 and Mercedes-Benz Axor 4144).

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

Fernandinho

The Fernandinho mine 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:


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fp53a

The Fernandinho mine also started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470) and excavators (Komatsu PC350LC-8) and then hauled by Mercedes Bens AXOR 4144K trucks.

Then the ore is processed in the Fernandinho treatment facilities, which have an installed capacity of 600 thousand tons of products per year. We use electrical power provided by hydroelectric plants in Fernandinho mine as well.

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

 

Casa de Pedra and Engenho mines are now part of a company named Congonhas Minérios, which resulted from the combination of the iron ore and related logistic assets of CSN and Namisa.  See “Item 5A Specific Events Affecting our Results of Operations” for more information on the transaction.


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Limestone and Dolomite Mine

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

The ore in this mine is excavated by a fleet wheel loaders (Caterpillar 990, Caterpillar 980 and excavators (Komatsu PC350LC-8, Hitachi ZX470LC-5) and then hauled by a fleet of Iveco Trakker 8 x 4, Caterpillar 775, Mercedes Axor 2831 6 x 4 and Volkswagen Constellation 21330 trucks.

 This mining facility has an installed annual production capacity of approximately 4.0 million tons. This mining facility has sufficient limestone and dolomite reserves to adequately supply our steel production, at current levels, for 40 years.

The Bocaina mine is wholly-owned by us.The maps below illustrate the location of this mine:

  

Tin

We own a tin operation in Itapuã do Oeste, in the State of Rondônia, through our subsidiaryEstanho de Rondônia S.A. (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.


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We hold concessions to mine iron ore, limestone and dolomite. We purchase manganese in the local market.  We own 87.52% of Congonhas Minérios mines and 100% of Bocaina and Santa Bárbara 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 mine and Pires beneficiation plant (all Congonhas Minério’s property) and Fernandinho mine, a Minerérios Nacional’s property

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 19 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine.

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 

 

 

 

 

 

 

 

 

 

Iron: 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2040 

 

87.52 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2040 

 

87.52 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2039 

 

87.52 

 

 

 

 

 

 

 

 

 

Limestone and Dolomite:  

        

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2055 

 

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. The mineralized material disclosed are for the entire mines, and not just for our proportional interest in the mines.

In the most recent reserve audit conducted in 2014, the losses for mine dilution and mining recovery considered were 5% each for both Casa de Pedra and Engenho mines.

In 2014 we audited resources and reserves for Casa de Pedra and Engenho mines. As for Fernandinho mine we audited only resources. We do not have audited resources/reserves studies for our Bocaina mine, thus the resources/reserves presented at the table below were not audited by any third parties for that mine.  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 these property in light of its low materiality to our business.


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Proven and Probable Reserves1  

 

 

 

 

 

 

 

 

 

Recoverable 

Mine Name 

Audited Reserves

Ore Tonnage3

 

 

Product5

and Location 

(in millions of tons)

(in millions of tons)

Grade4

Rock Type 

(in millions of tons)

 

Proven6

 Probable7

Proven6

 Probable7

   

Iron: 

 

 

 

 

 

 

 

      

Hematite (7%)

 

Casa de Pedra(Congonhas, Minas Gerais)

1,043

1,662

1,002 

1,662 

41.36% Fe 

Itabirite (93%)

1.47

      

Hematite (3%)

 

Engenho  (Congonhas, Minas Gerais)

108

209

 108

 209

39.48% 

Itabirite (97%)

 163

        

Fernandinho (Itabirito, Minas Gerais)

 

 

 

 

40.21% 

Itabirite (100%)

 

Total Iron: 

       

Limestone and Dolomite: 

Proven6

Probable(7)

Proven(6)

Probable(7)

 

 

 

     

43.84%CaO 

Limestone (89.3%)

 

Bocaina (Arcos, Minas Gerais)

311

38

308

38

3.71%MgO 

Dolomite (10.7%)

261

(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 Fernandinho mine. The reserves for the Casa de Pedra and Fernandinho mines were audited in December,  2014 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/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 /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.

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 2015, the metallurgical recovery factor obtained by Casa de Pedra concentration plant was 82.0% and by the Pires plant was 65.8%.

The cutoff grade is the minimum ore percentage that determines which material will be fed in the processing plant. The cutoff grade value for Casa de Pedra and Engenho mines considered in the most recent audit is 23.37%.


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The prices used in the 2014 audit for the estimation of Casa de Pedra reserves, are shown in the following table. As shown, the product price we assumed to estimate our reserves, is based on expectations of an average long term price of US$90 per ton, considering that as a reasonable price for a sustainable development of the iron ore market.

 

Price for the three years prior to the audit

 

Long term average

 

(US$/t)

 

(US$/t)

 

2011

2012

2013

 

Assumption

Platts 62Fe CFR N.China ($/dmt)

169

130

135

 

90

Casa de Pedra

In 2012, we started a multi-year study of our iron ore resources and reserves at Casa de Pedra. The study consists of two stages the first stage of which was completed at the end of December of 2014, and the second stage of which involves more drillings and research of the deposit. The first stage includes all drillholes until October of 2013, and the second one includes all drillholes after October of 2013 by the end of the drilling campaign in December of 2014. Both stages of this new study of resources and reserves of Casa de Pedra mine are in accordance with best pratices in the iron ore market.

 We conducted extensive work throughout 2014 to document and classify all information related to both the current and future operations of the Casa de Pedra mine. In 2014, we hired Snowden Group, to undertake an independent analysis of the Casa de Pedra iron ore resources and reserves. Snowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

Snowden accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling 2,704 milliontons of iron ore (as of December 31, 2014) at a grade of 41.36% Fe and 36.46% SiO2. This new estimate of our iron ore reserves at Casa de Pedra is significantly larger than our estimate of 1,631 million tons, contained in an appraisal report prepared in 2006 by Golder Associates.

Over the course of the Casa de Pedra Mine’s life we have executed different drilling campaigns and, in total, we have drilled 106,791 meters by the end of October of 2013, the first stage of the iron ore resources and reserves report. The last completed campaign started in October of 2012 and ended in November of 2014. In the course of that campaign, we drilled 15,752.25 meters that we used in this first stage of resources and reserves and we are currently extending our drilling campaign 17,539.40 meters which we will use in the second stage to increase and improve our knowledge of the iron ore deposits at Casa de Pedra.

Engenho and Fernandinho

In 2012 we started the same process used at Casa de Pedra to identify iron ore resources and reserves at the Engenho and iron ore resources at the Fernandinho mine in two stages.

We conducted extensive work throughout 2014 to document and classify all information related to both the current and future operations of the Engenho and Fernandinho mines. In 2014, we hired Snowden Group, to conduct an independent analysis of the Engenho iron ore resources and reserves and Fernandinho resources. Snowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

Snowden accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling for Engenho 317 million tons of iron ore (as of December 31, 2014) at a grade of 39.48% Fe and 40.01% SiO2.


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In November 2012 we started a new drilling campaign with an additional 11,899 meters in the Engenho mine. In this first stage we use drillings performed up until the end of October 2013. For Engenho we used 4,085 meters of this last campaign totaling 9,264 meters to report the first stage estimates. In the second stage (the drilling performed up until December, 2014) we will use 7,814 meters in the Engenho mine.

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 130 million tons and 28 million tons, respectively.

Pires and Fernandinho Beneficiation Plants

Pires plant is the beneficiation plant of Congonhas Minérios. The plant receives material from Engenho mine (located at the northern border of the Casa de Pedra mine) and 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.

Fernandinho plant receives material from Fernandinho mine (located in the city of Itabirito) generates sinter feed and fines as final products.

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

 

Production1

 

2013

2014

2015

Casa de Pedra2 (Mt)

15.4

21.65

26.24

Grade (%)

63.80%

63.80%

63.80%

Pires 2 (Mt)

3.4

3.8

1.6

Grade (%)

61.60%

62.10%

63.90%

Fernandinho2 (Mt)

0.6

0.6

0

Grade (%)

59.40%

59.50%

-

(1) In addition to its own production, Namisa also purchased iron ore from third parties. Third party purchase volumes totaled 11.9 million tons, 8.3 million tons and 3.1 million tons in 2013, 2014 and 2015, respectively.

(2) Production information considers 100% of the mines.

 

CSN Consolidated Sales1

 

2013

2014

20152

Consolidated Sales (Mt)

25.67

28.88

25.67

Consolidated Net Revenue Per Unit (US$/t)

98

64

26.91

(1)  Consolidated sales consider 100% of Namisa’s Sales Volume until November 2015.

(2)  Since December 2015, we have been considering 100% stake of Congonhas Minérios.

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 railroad to the Presidente Vargas Steelworks forprocessing 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).


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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, 2015, we held 34.94% of MRS’s total capital. For more information see “Item 5E. Off-Balance Sheet Arrangements”. 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 railway transports iron ore from our mines at Casa de Pedra in the State of Minas Gerais and coke and coal from 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 19% of the Brazilian Southeastern railway system’s total volume. We are jointly and severally liable, along with the other main 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.

Northeastern Railway System

We hold interest in companies that have concessions to operate the Northeastern railway system, which 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. 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, 2015, we held 89.79% 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, 2015, R$98.7 million in concession payments were outstanding over the remaining 12 years of the concession.


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As of December 31, 2015, we held 56.92% of the capital stock of TLSA, which has a concession to construct and 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 1,753 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 with monetary adjustments. For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

Port Facilities

Solid Bulks Terminal

We operate an integrated and modern logistics structure. Part of this structure includes the operation of TECAR through a concession renewed in 2015 and expiring in 2047.

TECAR is connected to road and rail systems across Southeastern Brazil and is one of the four port terminals that make up the Port of Itaguaí facilities. With a strategic location and a total area of 740,761 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 berthing pier. Its backyard includes conveyor belts, an internal road system, bulk storage yards, a railway looping, as well as industrial and administrative facilities.

Our imports of coal and coke and exports of iron ore occur through this terminal. Under the terms of the concession, we have the obligation to ship at least 3.0 million tons of bulk cargo annuallyand, as of 2020, we undertook to ship 38.4 million tons of iron ore annually. Among the approved investments, that we had previously announced was the development and expansion of the solid bulks terminal at Itaguaí, which phase 1 expansion to handle up to 45 million tons of iron ore per year was completed in 2013. For further information, see “—D. Property, Plant and Equipment—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. As of December 31, 2015, approximately U.S.$69 million of the cost of the concession remained payable over the next 11 years of the contract.  For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

 The Itaguaí Port is located in 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 represented more than 55% of the Brazilian gross domestic product, or GDP, in 2014 according to the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística).

The Brazilian Federal Port Agency has made investments in port infrastructure projects such as expanding the maritime access channel to the Itaguaí Port 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 in constructing the Rio de Janeiro Metropolitan Bypass, a beltway that crosses the Rio de Janeiro metropolitan area. These factors, combined with favorable natural conditions, like natural deep waters and a low urbanization rate around the port area, allow the operation of large vessels as well as highly competitive prices for all services rendered, resulting in the terminal being a major hub port in Brazil.

We have invested in infrastructure and equipment at Sepetiba TECON, such as the Berth 301 Equalization, the acquisition of two new Super Post Panamax Ship-to-Shore Cranes and four new RTG cranes for yard operations, that were delivered in the first quarter of 2014. These investments, along with the previous ones, like the dredging of Sepetiba Tecon’s Berths 302/303 and access channel to ‑15.5m depth, increased TECON’s capacity from 320,000 containers (or 480,000 TEUs) to 440,000 containers (or 660,000 TEUs) per year.


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In 2015, there was a decrease in the volume of containers operated by the terminal, which handled 151,823 units, a decrease of almost 12% compared to 2014, when we handled 172,736 units.  The impact, however, was mitigated because, despite the Brazilian economic crisis, the terminal was able to attract two new container service calls (Asia and Gulf of Mexico/USA). 

On the other hand, we exported 926,155 tons of steel products in 2015, an increase of 154% compared to 364,053 tons in 2014, breaking a 5-year record especially as a result of a combination of low domestic demand and favorable exchange rates . We also increased the operations of other cargoes, reaching a volume of 205,834 tons, compared to 110,348 tons in 2014.

Our Cement Segment

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

In 2015, two new crushing facilities were delivered in Arcos, increasing its annual capacity by 2.2 million tons of cement. With the implementation of the new clinker kiln in Arcos (MG), scheduled for 2016, CSN will achieve self-sufficiency in the production of this raw material.

Production

The cement production is held at Volta Redonda and Arcos and begins with the influx of raw materials: clinker, limestone, gypsum and slag. We consume clinker produced in our clinker plant in Arcos and eventually we import clinker to supply demand. Limestone comes from Arcos by rail. Slag is a by-product of iron and steel, produced in the blast furnace, and is also stored in the warehouse, 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.

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 hydraulic 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 used in the mills to dry materials.

The types of cement we produce are: CP III-40 RS, CP II-E-32 and CP II-E-40 in bagged and bulk forms. 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 shipped in bagged and bulk forms. We have two baggers with 12 filling nozzles (nominal capacity of 3,600 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 235.2 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. In addition, we installed a new turbine generator in 2014, which added 21 MW to our existing installed capacity. This turbine is located near our Blast Furnace No. 3, and uses the outlet gases from the iron making process to generate energy.

Itá Hydroelectric Facility

Tractebel and CSN each own 48.75% of ITASA, a special-purpose company formed for the purpose of owning and operating, under a 30-year concession granted in 2000, 60.5% of the Itá hydroelectricfacility 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.


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

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

We and the other shareholders of ITASA have the right to take our pro rata share (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. Other consortium members are Aliança, Votorantim Metais Zinco and AngloGold Ashanti Mineração Ltda. The plant has an installed capacity of 210 MW, corresponding to 136 MW of firm guaranteed output. We have been using our 23 MW take from Igarapava to supply energy to the Arcos mines and our other units.

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.

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 thedomestic and export markets based on the historical data available 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.


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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 2015, we sold steel products to customers in Brazil as well as to customers in 32 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 North America and Europe, representing approximately 70% and 18%, respectively, of our export sales volume in 2015.

In North America, we utilize our subsidiary CSN LLC, which acts as a commercial channel for our products. CSN has historically shipped 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 All Steel Products by Destination

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

 

2015

2014

2013

 

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

2,968

59.50%

6,612

60.40%

3,718

72.00%

8,493

75.40%

4,650

76.00%

9,529

78.50%

Export

2,022

40.50%

4,332

39.60%

1,460

28.00%

2,764

24.60%

1,467

24.00%

2,603

21.50%

Total

4,990

100%

10,944

100%

5,117

100%

11,257

100%

6,117

100%

12,132

100%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

9

0%

17

0%

48

3.20%

78

2.80%

30

2.10%

45

1.70%

North America(1)

802

39.70%

1,834

42.30%

289

19.70%

669

24.20%

298

20.30%

597

22.90%

Latin America

115

5.70%

376

8.70%

59

4.00%

161

5.80%

59

4.00%

148

5.70%

Europe

1,090

53.90%

2,087

48.20%

1,057

72.10%

1,840

66.60%

1,071

73.00%

1,793

68.90%

All Others

7

0%

18

0%

7

0.50%

16

0.60%

9

0.60%

21

0.80%

_______________

 (1) Sales to Mexico are included in North America.(2) Net 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).

 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 2015, 2014 and 2013.


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 CSN Domestic Market Share  

2015

2014

2013

Hot-Rolled Products

36%

41%

45%

Cold-Rolled Products 

19%

18%

17%

Galvanized Products 

28%

28%

27%

Tin Mill Products 

12%

11%

11%

Long SteelOur MinesSWT 

Location, Access and Operation

Casa de Pedra

Casa de Pedra mine is an open pit mine located in 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


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Rio de Janeiro.  The acquisitionsite 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 February 2012 of SWT,Brazil’s Iron Ore Quadrangle (Quadrilátero Ferrífero), which is located in Unterwellenborn, Germany, marks our entrance into the long steel market. SWT specializescentral part of the State of Minas Gerais in the productionSoutheastern region of profiles, including IPE (European I Beams)Brazil and HE (European Wide Flange Beams) sections, channelshas 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 Komatsu PC5500 and UPE (ChannelsCaterpillar 6060 hydraulic shovels, wheel loaders (Caterpillar 994H, Komatsu WA1200 and LeTourneau 1850) and then hauled by a fleet of Caterpillar 793D (240 tons), Caterpillar 793F (240 tons) and Terex Unit Rig MT4400AC (240 tons). This fleet has an installed annual ROM capacity of approximately 130 million tons.

Then the ore is processed in our treatment facilities, which have an installed capacity of 28 million tons of products per year. We use in Casa de Pedra electrical power provided by hydroelectric plants.

Casa de Pedra mine supplies all of our iron ore needs exept pellets, producing lump ore, sinter feed and pellet feed fines with Parallel Flanges) sections and steel sleepers. In total, more than 200 typeshigh iron content. The maps below illustrate the location of sections are produced according to different German and international standards.our Casa de Pedra mine:

fp50a

fp50b 

 


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Engenho

The Engenho mine is also an open pit mine located at the Southwestern region of the Iron Ore Quadrangle, 60 km south of the city of Belo 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

The Engenho mine started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470) and excavators (Komatsu PC600) and then hauled by a fleet of Mercedes-Benz Actros 4844 trucks. There is also equipment that operates in the dam and in the yard. These fleet consist of wheel loaders (Komatsu WA470 and Komatsu WA500), excavators (Komatsu PC600 and Komatsu PC350) and trucks (Mercedes-Benz Actros 4844 and Mercedes-Benz Axor 4144).

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

Fernandinho

The Fernandinho mine 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:

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.


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fp53a

The three stand assembliesFernandinho mine also started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470) and excavators (Komatsu PC350LC-8) and then hauled by Mercedes Bens AXOR 4144K trucks.

Then the ore is processed 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 accuracyFernandinho treatment facilities, which have an installed capacity 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 812600 thousand tons of beam blankproducts per year. We use electrical power provided by hydroelectric plants in Fernandinho mine as well.

The map below shows the location of Casa de Pedra, Engenho and 755 thousand tonsFernandinho Mines:

 

Casa de Pedra and Engenho mines are now part of long steel (finished products).a company named Congonhas Minérios, which resulted from the combination of the iron ore and related logistic assets of CSN and Namisa.  See “Item 5A Specific Events Affecting our Results of Operations” for more information on the transaction.


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Raw MaterialsLimestone and SuppliersDolomite Mine

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

The main raw material we useore in this mine is excavated by a fleet wheel loaders (Caterpillar 990, Caterpillar 980 and excavators (Komatsu PC350LC-8, Hitachi ZX470LC-5) and then hauled by a fleet of Iveco Trakker 8 x 4, Caterpillar 775, Mercedes Axor 2831 6 x 4 and Volkswagen Constellation 21330 trucks.

 This mining facility has an installed annual production capacity of approximately 4.0 million tons. This mining facility has sufficient limestone and dolomite reserves to adequately supply 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, pricesat current levels, 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.


40 years.

tableThe Bocaina mine is wholly-owned by us.The maps below illustrate the location of contentsthis mine:

  

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 production of our 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

 

FacilitiesTin

SWT possessesWe own a 28km internal railway system,tin operation in Itapuã do Oeste, in the State of Rondônia, through our subsidiaryEstanho de Rondônia S.A. (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 logistics infrastructureBrazilian Federal Constitution impose requirements on mining companies relating to, ensure supplyamong other things, the manner in which mineral deposits are exploited, the health and safety of scrapworkers, the protection and deliveryrestoration of finished products. Main markets served by SWT include: non-residential construction, equipment industries, engineering and transport, in Germany and neighboring countries, including Polandthe environment, the prevention of pollution and the Czech Republic.promotion of the health and safety of local communities where the mines are located. The Mining Code also imposes certain notifications and reporting requirements.


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We hold concessions to mine iron ore, limestone and dolomite. We purchase manganese in the local market.  We own 87.52% of Congonhas Minérios mines and 100% of Bocaina and Santa Bárbara 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 mine and Pires beneficiation plant (all Congonhas Minério’s property) and Fernandinho mine, a Minerérios Nacional’s property

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 19 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine.

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 

 

 

 

 

 

 

 

 

 

Iron: 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2040 

 

87.52 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2040 

 

87.52 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2039 

 

87.52 

 

 

 

 

 

 

 

 

 

Limestone and Dolomite:  

        

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2055 

 

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. The mineralized material disclosed are for the entire mines, and not just for our proportional interest in the mines.

In the most recent reserve audit conducted in 2014, the losses for mine dilution and mining recovery considered were 5% each for both Casa de Pedra and Engenho mines.

In 2014 we audited resources and reserves for Casa de Pedra and Engenho mines. As for Fernandinho mine we audited only resources. We do not have audited resources/reserves studies for our Bocaina mine, thus the resources/reserves presented at the table below were not audited by any third parties for that mine.  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 these property in light of its low materiality to our business.


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Proven and Probable Reserves1  

 

 

 

 

 

 

 

 

 

Recoverable 

Mine Name 

Audited Reserves

Ore Tonnage3

 

 

Product5

and Location 

(in millions of tons)

(in millions of tons)

Grade4

Rock Type 

(in millions of tons)

 

Proven6

 Probable7

Proven6

 Probable7

   

Iron: 

 

 

 

 

 

 

 

      

Hematite (7%)

 

Casa de Pedra(Congonhas, Minas Gerais)

1,043

1,662

1,002 

1,662 

41.36% Fe 

Itabirite (93%)

1.47

      

Hematite (3%)

 

Engenho  (Congonhas, Minas Gerais)

108

209

 108

 209

39.48% 

Itabirite (97%)

 163

        

Fernandinho (Itabirito, Minas Gerais)

 

 

 

 

40.21% 

Itabirite (100%)

 

Total Iron: 

       

Limestone and Dolomite: 

Proven6

Probable(7)

Proven(6)

Probable(7)

 

 

 

     

43.84%CaO 

Limestone (89.3%)

 

Bocaina (Arcos, Minas Gerais)

311

38

308

38

3.71%MgO 

Dolomite (10.7%)

261

(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 Fernandinho mine. The reserves for the Casa de Pedra and Fernandinho mines were audited in December,  2014 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/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 /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.

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 2015, the metallurgical recovery factor obtained by Casa de Pedra concentration plant was 82.0% and by the Pires plant was 65.8%.

The cutoff grade is the minimum ore percentage that determines which material will be fed in the processing plant. The cutoff grade value for Casa de Pedra and Engenho mines considered in the most recent audit is 23.37%.


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The prices used in the 2014 audit for the estimation of Casa de Pedra reserves, are shown in the following table. As shown, the product price we assumed to estimate our reserves, is based on expectations of an average long term price of US$90 per ton, considering that as a reasonable price for a sustainable development of the iron ore market.

 

Price for the three years prior to the audit

 

Long term average

 

(US$/t)

 

(US$/t)

 

2011

2012

2013

 

Assumption

Platts 62Fe CFR N.China ($/dmt)

169

130

135

 

90

Casa de Pedra

In 2012, we started a multi-year study of our iron ore resources and reserves at Casa de Pedra. The study consists of two stages the first stage of which was completed at the end of December of 2014, and the second stage of which involves more drillings and research of the deposit. The first stage includes all drillholes until October of 2013, and the second one includes all drillholes after October of 2013 by the end of the drilling campaign in December of 2014. Both stages of this new study of resources and reserves of Casa de Pedra mine are in accordance with best pratices in the iron ore market.

 We conducted extensive work throughout 2014 to document and classify all information related to both the current and future operations of the Casa de Pedra mine. In 2014, we hired Snowden Group, to undertake an independent analysis of the Casa de Pedra iron ore resources and reserves. Snowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

Snowden accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling 2,704 milliontons of iron ore (as of December 31, 2014) at a grade of 41.36% Fe and 36.46% SiO2. This new estimate of our iron ore reserves at Casa de Pedra is significantly larger than our estimate of 1,631 million tons, contained in an appraisal report prepared in 2006 by Golder Associates.

Over the course of the Casa de Pedra Mine’s life we have executed different drilling campaigns and, in total, we have drilled 106,791 meters by the end of October of 2013, the first stage of the iron ore resources and reserves report. The last completed campaign started in October of 2012 and ended in November of 2014. In the course of that campaign, we drilled 15,752.25 meters that we used in this first stage of resources and reserves and we are currently extending our drilling campaign 17,539.40 meters which we will use in the second stage to increase and improve our knowledge of the iron ore deposits at Casa de Pedra.

Engenho and Fernandinho

In 2012 we started the same process used at Casa de Pedra to identify iron ore resources and reserves at the Engenho and iron ore resources at the Fernandinho mine in two stages.

We conducted extensive work throughout 2014 to document and classify all information related to both the current and future operations of the Engenho and Fernandinho mines. In 2014, we hired Snowden Group, to conduct an independent analysis of the Engenho iron ore resources and reserves and Fernandinho resources. Snowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

Snowden accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling for Engenho 317 million tons of iron ore (as of December 31, 2014) at a grade of 39.48% Fe and 40.01% SiO2.


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In November 2012 we started a new drilling campaign with an additional 11,899 meters in the Engenho mine. In this first stage we use drillings performed up until the end of October 2013. For Engenho we used 4,085 meters of this last campaign totaling 9,264 meters to report the first stage estimates. In the second stage (the drilling performed up until December, 2014) we will use 7,814 meters in the Engenho mine.

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 130 million tons and 28 million tons, respectively.

Pires and Fernandinho Beneficiation Plants

Pires plant is the beneficiation plant of Congonhas Minérios. The plant receives material from Engenho mine (located at the northern border of the Casa de Pedra mine) and 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.

Fernandinho plant receives material from Fernandinho mine (located in the city of Itabirito) generates sinter feed and fines as final products.

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

 

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 

 

Production1

 

2013

2014

2015

Casa de Pedra2 (Mt)

15.4

21.65

26.24

Grade (%)

63.80%

63.80%

63.80%

Pires 2 (Mt)

3.4

3.8

1.6

Grade (%)

61.60%

62.10%

63.90%

Fernandinho2 (Mt)

0.6

0.6

0

Grade (%)

59.40%

59.50%

-

(1) In addition to its own production, Namisa also purchased iron ore from third parties. Third party purchase volumes totaled 11.9 million tons, 8.3 million tons and 3.1 million tons in 2013, 2014 and 2015, respectively.

Long Steel – Volta Redonda

Plant Characteristics(2) Production information considers 100% of the mines.

 

 

CSN Consolidated Sales1

 

2013

2014

20152

Consolidated Sales (Mt)

25.67

28.88

25.67

Consolidated Net Revenue Per Unit (US$/t)

98

64

26.91

We completed a new plant for production

(1)  Consolidated sales consider 100% of long steel products in Volta Redonda and started assisted operations inNamisa’s Sales Volume until November 2015.

(2)  Since December 2013. The plant consists2015, we have been considering 100% stake 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


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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.Congonhas Minérios.

 

Production Process - RebarDistribution

Transportation costs are a significant component of our steel and Wire-rodiron 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 railroad to the Presidente Vargas Steelworks forprocessing 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).


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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

SteelmakingSoutheastern 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, 2015, we held 34.94% of MRS’s total capital. For more information see “Item 5E. Off-Balance Sheet Arrangements”. The processBrazilian Southeastern railway system, with 1,643 km of steelmaking begins withtrack, serves the arrival of scrap metal atSão Paulo - Rio de Janeiro - Belo Horizonte industrial triangle in Southeast Brazil, and links our facilities by wagons and trucks. After being benefited, the scrap metal is destined for scrap bucket preparationmines located in the yard. The scrap buckets are prepared based onState of Minas Gerais to the type of steel that will be manufacturedports located in the melting shop.

The scrap bucket mixed with pig iron is, with the helpstates of a crane, broughtSão Paulo and Rio de Janeiro and to the electric arc furnace. After loading, the furnace begins the melting process, which involves the creationsteel mills of steel through use of electrodes, burnersCSN, Companhia Siderúrgica Paulista or Cosipa, and oxygen injectors.Gerdau Açominas. 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.


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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 inserving other customers, 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.


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Electricity and Natural Gas

Steelmaking also requires significant amounts of electricity and natural gas, for which we use the same supply as our flat steel plant. Under normal conditions, when fully operational, we expect we will consume approximately 340 GWh of 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 Brazilianrailway transports iron ore reserves,from our mines at Casa de Pedra in the State of Minas Gerais.Gerais and coke and coal from 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 19% of the Brazilian Southeastern railway system’s total volume. We sell ourare jointly and severally liable, along with the other main 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.

Northeastern Railway System

We hold interest in companies that have concessions to operate the Northeastern railway system, which 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. 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, 2015, we held 89.79% 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, 2015, R$98.7 million in concession payments were outstanding over the remaining 12 years of the concession.


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As of December 31, 2015, we held 56.92% of the capital stock of TLSA, which has a concession to construct and 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 1,753 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 with monetary adjustments. For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

Port Facilities

Solid Bulks Terminal

We operate an integrated and modern logistics structure. Part of this structure includes the operation of TECAR through a concession renewed in 2015 and expiring in 2047.

TECAR is connected to road and rail systems across Southeastern Brazil and is one of the four port terminals that make up the Port of Itaguaí facilities. With a strategic location and a total area of 740,761 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 berthing pier. Its backyard includes conveyor belts, an internal road system, bulk storage yards, a railway looping, as well as industrial and administrative facilities.

Our imports of coal and coke and exports of iron ore occur through this terminal. Under the terms of the concession, we have the obligation to ship at least 3.0 million tons of bulk cargo annuallyand, as of 2020, we undertook to ship 38.4 million tons of iron ore annually. Among the approved investments, that we had previously announced was the development and expansion of the solid bulks terminal at Itaguaí, which phase 1 expansion to handle up to 45 million tons of iron ore per year was completed in 2013. For further information, see “—D. Property, Plant and Equipment—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. As of December 31, 2015, approximately U.S.$69 million of the cost of the concession remained payable over the next 11 years of the contract.  For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

 The Itaguaí Port is located in 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 represented more than 55% of the Brazilian gross domestic product, or GDP, in 2014 according to the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística).

The Brazilian Federal Port Agency has made investments in port infrastructure projects such as expanding the maritime access channel to the Itaguaí Port 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 in constructing the Rio de Janeiro Metropolitan Bypass, a beltway that crosses the Rio de Janeiro metropolitan area. These factors, combined with favorable natural conditions, like natural deep waters and a low urbanization rate around the port area, allow the operation of large vessels as well as highly competitive prices for all services rendered, resulting in the terminal being a major hub port in Brazil.

We have invested in infrastructure and equipment at Sepetiba TECON, such as the Berth 301 Equalization, the acquisition of two new Super Post Panamax Ship-to-Shore Cranes and four new RTG cranes for yard operations, that were delivered in the first quarter of 2014. These investments, along with the previous ones, like the dredging of Sepetiba Tecon’s Berths 302/303 and access channel to ‑15.5m depth, increased TECON’s capacity from 320,000 containers (or 480,000 TEUs) to 440,000 containers (or 660,000 TEUs) per year.


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In 2015, there was a decrease in the volume of containers operated by the terminal, which handled 151,823 units, a decrease of almost 12% compared to 2014, when we handled 172,736 units.  The impact, however, was mitigated because, despite the Brazilian economic crisis, the terminal was able to attract two new container service calls (Asia and Gulf of Mexico/USA). 

On the other hand, we exported 926,155 tons of steel products mainly in Asia, Europe2015, an increase of 154% compared to 364,053 tons in 2014, breaking a 5-year record especially as a result of a combination of low domestic demand and Brazilfavorable exchange rates . We also increased the operations of other cargoes, reaching a volume of 205,834 tons, compared to 110,348 tons in 2014.

Our Cement Segment

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

In 2015, two new crushing facilities were delivered in Arcos, increasing its annual capacity by 2.2 million tons of cement. With the implementation of the new clinker kiln in Arcos (MG), scheduled for 2016, CSN will achieve self-sufficiency in the production of this raw material.

Production

The cement production is held at Volta Redonda and Arcos and begins with the influx of raw materials: clinker, limestone, gypsum and slag. We consume clinker produced in our clinker plant in Arcos and eventually we import clinker to supply demand. Limestone comes from Arcos by rail. Slag is a by-product of iron and steel, produced in the blast furnace, and is also stored in the warehouse, 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.

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 hydraulic 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 used in the mills to dry materials.

The types of cement we produce are: CP III-40 RS, CP II-E-32 and CP II-E-40 in bagged and bulk forms. 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 shipped in bagged and bulk forms. We have two baggers with 12 filling nozzles (nominal capacity of 3,600 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 235.2 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. In addition, we installed a new turbine generator in 2014, which added 21 MW to our existing installed capacity. This turbine is located near our Blast Furnace No. 3, and uses the outlet gases from the iron making process to generate energy.

Itá Hydroelectric Facility

Tractebel and CSN each own 48.75% of ITASA, a special-purpose company formed for the purpose of owning and operating, under a 30-year concession granted in 2000, 60.5% of the Itá hydroelectricfacility 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.


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

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

We and the other shareholders of ITASA have the right to take our pro rata share (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. Other consortium members are Aliança, Votorantim Metais Zinco and AngloGold Ashanti Mineração Ltda. The plant has an installed capacity of 210 MW, corresponding to 136 MW of firm guaranteed output. We have been using our 23 MW take from Igarapava to supply energy to the Arcos mines and our other units.

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 marketing taking placethe 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.

Historically, our export sales were made primarily through international brokers. However, as part of our principal hubsstrategy 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 Minas Gerais,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 thedomestic and export markets based on the historical data available 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.


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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 2015, we sold steel products to customers in Brazil Austria, Madeira Islands, Portugalas well as to customers in 32 other countries. The fluctuations in the portion of total sales assigned to domestic and Hong Kong.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 North America and Europe, representing approximately 70% and 18%, respectively, of our export sales volume in 2015.

In North America, we utilize our subsidiary CSN LLC, which acts as a commercial channel for our products. CSN has historically shipped 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 All Steel Products by Destination

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

 

2015

2014

2013

 

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

2,968

59.50%

6,612

60.40%

3,718

72.00%

8,493

75.40%

4,650

76.00%

9,529

78.50%

Export

2,022

40.50%

4,332

39.60%

1,460

28.00%

2,764

24.60%

1,467

24.00%

2,603

21.50%

Total

4,990

100%

10,944

100%

5,117

100%

11,257

100%

6,117

100%

12,132

100%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

9

0%

17

0%

48

3.20%

78

2.80%

30

2.10%

45

1.70%

North America(1)

802

39.70%

1,834

42.30%

289

19.70%

669

24.20%

298

20.30%

597

22.90%

Latin America

115

5.70%

376

8.70%

59

4.00%

161

5.80%

59

4.00%

148

5.70%

Europe

1,090

53.90%

2,087

48.20%

1,057

72.10%

1,840

66.60%

1,071

73.00%

1,793

68.90%

All Others

7

0%

18

0%

7

0.50%

16

0.60%

9

0.60%

21

0.80%

_______________

 (1) Sales to Mexico are included in North America.(2) Net 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).

 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 2015, 2014 and 2013.


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 CSN Domestic Market Share  

2015

2014

2013

Hot-Rolled Products

36%

41%

45%

Cold-Rolled Products 

19%

18%

17%

Galvanized Products 

28%

28%

27%

Tin Mill Products 

12%

11%

11%

Our Mines

Location, Access and Operation

Casa de Pedra

Casa de Pedra mine is an open pit mine located next toin 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


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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 P&H 1900AL electric shovels, Komatsu PC5500 and Caterpillar 6060 hydraulic shovels, wheel loaders (Caterpillar 994F, Caterpillar 994H, Komatsu WA1200 and LeTourneau 1850) and then hauled by a fleet of Terex Unit Rig MT3300AC (150Caterpillar 793D (240 tons), Caterpillar 793D793F (240 tons) and Terex Unit Rig MT4400AC (240 tons). This fleet has a total mine handlingan installed annual ROM capacity of approximately 100130 million tons.

TheThen the ore is then processed in our treatment facilities, which have an installed capacity of 2128 million tons of products per year. InWe use 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 exept pellets, 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:

fp50a

fp50b 

 


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fp50b  

NamisaEngenho

We own additional iron ore assets through Namisa, our 60% jointly-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 south of the city of Belo 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:


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The Engenho mine was incorporated into the Namisa mine in 2007, but its operations started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470-6)WA470) and excavators (Komatsu PC600LC-8)PC600) and then hauled by a fleet of Iveco Trakker 410T42Mercedes-Benz Actros 4844 trucks. There is also equipment that operates in the dam and in the yard. These fleet consist of wheel loaders (Komatsu WA470 and Komatsu WA500), excavators (Komatsu PC600 and Komatsu PC350) and trucks (Mercedes-Benz Actros 4844 and Mercedes-Benz Axor 4144).

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

Fernandinho

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  


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The Fernandinho mine was incorporated to Namisa in 2007 but its operation also started operation in 1950. The ore in this mine is excavated by a fleet of wheel loaders (Komatsu WA470-6)WA470) and excavators (Komatsu PC350LC-8) and then hauled by a fleet of Iveco Trakker 410T42 and Iveco Trakker 380T42Mercedes Bens AXOR 4144K trucks.

Then the ore is processed in the Fernandinho treatment facilities, which have an installed capacity of 750600 thousand tons of products per year. In the Fernandinho mine, weWe use electrical power provided by hydroelectric plants.

plants in Fernandinho mine as well.

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

 

Casa de Pedra and Engenho mines are now part of a company named Congonhas Minérios, which resulted from the combination of the iron ore and related logistic assets of CSN and Namisa.  See “Item 5A Specific Events Affecting our Results of Operations” for more information on the transaction.


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Limestone and Dolomite Mine

Our extraction and preparation of limestone and dolomite is done at our Bocaina mining facility located in the city of Arcos, in the State of Minas Gerais. The BocaineBocaina mine is an open pit mine and it can be accessed from the cities of Belo Horizonte, located at approximately 230 km, away, and Volta Redonda (where the Presidente Vargas Steelworks is situated), located at 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)980 and excavators (Komatsu PC350LC-8)PC350LC-8, Hitachi ZX470LC-5) and then hauled by a fleet of Iveco Trakker 8 x 4, and Caterpillar 775, Mercedes Axor 2831 6 x 4 and Volkswagen Constellation 21330 trucks.

 This mining facility has an installed annual production capacity of approximately 4.0 million tons. We use 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 3740 years.


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The Bocaina mine is wholly-owned by us.The mapmaps below showsillustrate the location of this mine:

  

Tin

We own a tin mineoperation in Itapuã do Oeste, in the State of Rondônia, through our subsidiary ERSA.Estanho de Rondônia S.A. (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.


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We hold concessions to mine iron ore, limestone and dolomite. We purchase manganese in the local market.  Except for Namisa’sWe own 87.52% of Congonhas Minérios mines in which we have a 60% ownership interest, we ownand 100% of each of ourBocaina and Santa Bárbara 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 (ourmine and Pires beneficiation plant (all Congonhas Minério’s property), Pires Beneficiation Plant and Fernandinho Mine (both Namisa’s property).mine, a Minerérios Nacional’s property

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 19 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine.


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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  

Iron:

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2041 

 

100 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2041 

 

60 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2030 

 

60 

 

Limestone and Dolomite:

 

 

 

 

 

 

 

 

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2050 

 

100 

Tin

 

 

 

 

 

 

 

 

Santa Barbara (Itapuã do Oeste, Rondonia)

 

Open pit 

 

1950

 

2054

 

100 

Mine 

 

Type 

 

Operating Since 

 

Projected exhaustion date 

 

CSN % interest 

 

 

 

 

 

 

 

 

 

Iron: 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2040 

 

87.52 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2040 

 

87.52 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2039 

 

87.52 

 

 

 

 

 

 

 

 

 

Limestone and Dolomite:  

        

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2055 

 

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, theThe mineralized materialsmaterial disclosed are for the entire mine,mines, and not just for our proportional interest in the mine.mines.

According toIn the report “Audit of Ore Reserves for CSN Casa de Pedra Iron Mine”, prepared by Golder Associatesmost recent reserve audit conducted in May 2007, our reserve estimation process is subject to some smoothing, but does not reflect2014, the losses for mine dilution and mining recovery. We intend to perform studies regarding those losses during the preparation processrecovery considered were 5% each 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.

Presently we only have audited reserves for ourboth Casa de Pedra mine. and Engenho mines.

In 20132014 we conducted drilling campaigns inaudited resources and reserves for Casa de Pedra and Engenho andmines. As for Fernandinho andmine we expect to have new Audit Reports for these three mines by the end of 2014.audited only resources. We do not have audited resources/reserves studies for our Bocaina mine, and only disclose mineralized materialsthus the resources/reserves presented at the table below were not audited by any third parties for this property.that mine.  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 propertiesthese property in light of their reducedits low materiality to our business. We do not have audited data for resources estimates, only for reserves estimates.


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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

__________________

Proven and Probable Reserves1  

 

 

 

 

 

 

 

 

 

Recoverable 

Mine Name 

Audited Reserves

Ore Tonnage3

 

 

Product5

and Location 

(in millions of tons)

(in millions of tons)

Grade4

Rock Type 

(in millions of tons)

 

Proven6

 Probable7

Proven6

 Probable7

   

Iron: 

 

 

 

 

 

 

 

      

Hematite (7%)

 

Casa de Pedra(Congonhas, Minas Gerais)

1,043

1,662

1,002 

1,662 

41.36% Fe 

Itabirite (93%)

1.47

      

Hematite (3%)

 

Engenho  (Congonhas, Minas Gerais)

108

209

 108

 209

39.48% 

Itabirite (97%)

 163

        

Fernandinho (Itabirito, Minas Gerais)

 

 

 

 

40.21% 

Itabirite (100%)

 

Total Iron: 

       

Limestone and Dolomite: 

Proven6

Probable(7)

Proven(6)

Probable(7)

 

 

 

     

43.84%CaO 

Limestone (89.3%)

 

Bocaina (Arcos, Minas Gerais)

311

38

308

38

3.71%MgO 

Dolomite (10.7%)

261

(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.Fernandinho mine. The reserves for the Casa de Pedra mineand Fernandinho mines were audited in 2006December,  2014 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/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 /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.

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 reduced the amount of proven reserves 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 2013,2015, the metallurgical recovery factor obtained by Casa de Pedra concentration plant was 72.4%. That same factor82.0% and by the Pires plant was 66.3% for the Engenho plant and 58.6% for the Fernandinho plant.65.8%.

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 NamisaCasa de Pedra and Engenho mines considered in the most recent audit is also yet to be determined.23.37%.


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The prices used in the 20062014 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).table. As shown, the product price we assumed to estimate our reserves, is conservative in comparison tobased on expectations of an average long term price of US$90 per ton, considering that as a reasonable price for a sustainable development of the actual three-year average prices.iron ore market.

PRICE FOR THE THREE YEARS PRIOR TO THE AUDIT

 

Price for the three years prior to the audit

 

Average

 

Product Price

 

(U.S.$/t)

 

(U.S.$/t)

 

(U.S.$/t)

 

2004

2005

2006

 

From 2004 to 2006

 

Assumption

Lump

28.80

49.40

58.79

 

45.66

 

25.26

“Hematitinha”

12.08

28.34

35.75

 

25.39

 

18.14

Sinter Feed

21.91

37.58

44.73

 

34.74

 

20.73

Pellet Feed Fines

21.40

36.69

43.66

 

33.92

 

20.44

 

Price for the three years prior to the audit

 

Long term average

 

(US$/t)

 

(US$/t)

 

2011

2012

2013

 

Assumption

Platts 62Fe CFR N.China ($/dmt)

169

130

135

 

90

 

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

Casa de Pedra

In 2006,2012, we concluded an extensive,started a multi-year study of our iron ore resources and reserves at Casa de Pedra. The study consistedconsists of three phases. Phase one,two stages the first stage of which was completed at the end of December of 2014, and the second stage of which involves more drillings and research of the deposit. The first stage includes all drillholes until October of 2013, and the second one includes all drillholes after October of 2013 by the end of the drilling campaign 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 the other iron ore deposits atDecember of 2014. Both stages of this new study of resources and reserves of Casa de Pedra site. Phase three startedmine are in 2005 and involved a complete revaluation of our mineral reserves at Casa de Pedra.accordance with best pratices in the iron ore market.

We conducted extensive work throughout 20062014 to document and classify all information related to both the current and future operations of the Casa de Pedra mine. In 2006,2014, we hired Golder Associates S.A., or Golder,Snowden Group, to undertake an independent analysis of the Casa de Pedra iron ore resources and reserves. GolderSnowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

GolderSnowden accepts as appropriate the estimates regarding proven and probable reserves made by us, totaling 1,6312,704 milliontons of iron ore (as of December 31, 2006)2014) at a grade of 47.79%41.36% Fe and 26.63%36.46% SiO2. This new estimate of our iron ore reserves at Casa de Pedra is significantly larger than our estimate of 4441,631 million tons, contained in an appraisal report prepared in 2003.2006 by Golder Associates.

Over the course of the Casa de Pedra Mine’s life we have executed different drilling campaigns and, in total, we have drilled 91,515106,791 meters until 2011.by the end of October of 2013, the first stage of the iron ore resources and reserves report. The last completed campaign started in May 2010October of 2012 and ended in April 2011.November of 2014. In the course of that campaign, we drilled 11,069 meters. We15,752.25 meters that we used in this first stage of resources and reserves and we are currently extending our drilling campaign by an additional 30,00017,539.40 meters which we will use in the second stage to increase and improve our knowledge aboutof the iron ore deposits at Casa de Pedra. This campaign includes

Engenho and Fernandinho

In 2012 we started the programming of laboratory tests for approximately 1,800 samples. It startedsame process used at Casa de Pedra to identify iron ore resources and reserves at the Engenho and iron ore resources at the Fernandinho mine in October 2012two stages.

We conducted extensive work throughout 2014 to document and by December 2013 we had drilled a total of 18,604 meters. We will use this new campaignclassify all information related to both the current and the 2010-2011 campaign for the new reserve audit. The first stagefuture operations of the new reserve audit will be conducted in JulyEngenho and Fernandinho mines. In 2014, and we expecthired Snowden Group, to have the new Audit Report ready by the end of 2014. The second stageconduct an independent analysis of the drilling campaign is expected to be concludedEngenho iron ore resources and reserves and Fernandinho resources. Snowden carried out a full analysis of all available information and has independently validated our reported resources and reserves.

Snowden accepts as appropriate the estimates regarding proven and probable reserves made by November 2014.us, totaling for Engenho 317 million tons of iron ore (as of December 31, 2014) at a grade of 39.48% Fe and 40.01% SiO2.


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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 knowledgeabout the iron ore deposits at these mines. In November 2012 we started a new drilling campaign with an additional 10,00011,899 meters in the Engenho Mine. Bymine. In this first stage we use drillings performed up until the end of October 2013. For Engenho we used 4,085 meters of this last campaign totaling 9,264 meters to report the first stage estimates. In the second stage (the drilling performed up until December, 2013, we had drilled a total of 5,652 meters and2014) 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 10,0007,814 meters in the Fernandinho Mine and from January 2013 to December 2013 we have drilled 8,193 meters. We will 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 this reserves will be incorporated into our mineral deposits in 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.mine.

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 100.0130 million tons and 2128 million tons, respectively.

NamisaPires and Fernandinho Beneficiation Plants

Namisa has two beneficiation plants: onePires plant is the Pires Plant, whichbeneficiation plant of Congonhas Minérios. The plant 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

Fernandinho plant atreceives material from Fernandinho mine (located in the city of Itabirito) 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:

 

Production(1)

Production1

2011

2012

2013

2013

2014

2015

Casa de Pedra (Mt)

20.1

19.8

15.4

Casa de Pedra2 (Mt)

15.4

21.65

26.24

Grade (%)

65.3%

64.4%

63.8%

63.80%

63.80%

Pires (2) (Mt)

5.7

4.1

3.4

Pires 2 (Mt)

3.4

3.8

1.6

Grade (%)

62.3%

62.2%

61.6%

61.60%

62.10%

63.90%

Fernandinho(2) (Mt)

0.7

0.5

0.6

Fernandinho2 (Mt)

0.6

0.6

0

Grade (%)

58.6%

57.4%

59.4%

59.40%

59.50%

-

(1) In addition to its own production, Namisa also purchasespurchased iron ore from third parties. Third party purchase volumes totaled 7.511.9 million tons, 9.38.3 million tons and 11.93.1 million tons in 2011, 20122013, 2014 and 2013,2015, respectively.

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

mines.

 

CSN Consolidated Sales(1)

CSN Consolidated Sales1

2011

2012

2013

2013

2014

20152

Consolidated Sales (Mt)

23.8

20.2

21.5

25.67

28.88

25.67

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

135

97

98

Consolidated Net Revenue Per Unit (US$/t)

98

64

26.91

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


100% of Namisa’s Sales Volume until November 2015.

table(2)  Since December 2015, we have been considering 100% stake of contentsCongonhas Minérios.

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 railwayrailroad to the Presidente Vargas Steelworks for processingforprocessing 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).


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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, 2013,2015, we held 33.27%34.94% of MRS’s total capital. For more information see “Item 5E. Off-Balance Sheet Arrangements”. 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 railway transports iron ore from our mines at Casa de Pedra in the State of Minas Gerais and coke and coal from 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 23%19% of the Brazilian Southeastern railway system’s total volume. We are jointly and severally liable, along with the other main MRS’s shareholders, for the full payment of the outstanding amount of its indebtedness (See “Item 5E. Off-Balance Sheet Arrangements”), however,. However we expect that MRS will make the lease payments through internally generated funds and proceeds from financing.

Northeastern Railway System

We hold interest in companies that have concessions to operate the Northeastern railway system, which 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. Resolution No. 4,042/2013 issued by the transportation regulatory agency (Agê(Agência Nacional de Transportes Terrestres)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, 2013,2015, we held 88.41%89.79% 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 systemuntilsystem until 2027, renewable for an additional 30 years. The Railway System I consists of 4,238 km of railways. As of December 31, 2013,2015, R$9898.7 million in concession payments waswere outstanding over the remaining 1512 years of the concession.


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As of December 31, 2013,2015, we held 77.30%56.92% of the capital stock of TLSA, which has a concession to construct and 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 1,7281,753 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.investment with monetary adjustments. For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

Port Facilities

Solid Bulks Terminal

We hold a wideoperate an integrated and modern logistics structure. As partPart of this structure we own and operateincludes the operation of TECAR through a lease agreementconcession renewed in 2015 and expiring in 2022, renewable for another 25 years at our option.2047.

TECAR is connected to road and rail systemsystems across Southeastern Brazil and is one of the four port terminals that make up the Port of Itaguaí facilities. With a strategic location and a total area of 732,911740,761 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 berthing pier. Its backyard includes conveyor belts, an internal road system, bulk storage yards, a railway looping, as well as industrial and administrative facilities.

Our imports of coal and coke and exports of iron ore occur through this terminal. Under the terms of the concession, we undertookhave the obligation to load and unloadship at least 3.0 million tons of bulk cargo annuallyand, as of 2020, we undertook to ship 38.4 million tons of iron ore annually. Among the approved investments, that we had previously announced was the development and expansion of the solid bulks terminal at Itaguaí, which pahsephase 1 expansion was completed in 2013 to handle up to 45 million tons of iron ore per year.year was completed in 2013. For further information, see “—D. Property, Plant and Equipment—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. As of December 31, 2013,2015, approximately U.S.$12269 million of the cost of the concession remained payable over the next 1311 years of the lease.contract.  For more information, see “Item 5E. Off-Balance Sheet Arrangements.”

 The Itaguaí Port is located in 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 representsrepresented more than 50%55% of the Brazilian gross domestic product, or GDP, in 2014 according to the Brazilian Geography and Statistics Institute (Instituto(Instituto Brasileiro de Geografia e Estatística)stica).

The Brazilian Federal Port Agency has spent more than U.S.$48 million in the past few yearsmade investments in port infrastructure projects such as expanding the maritime access channel to the Itaguaí Port 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 crosscrosses the Rio de Janeiro metropolitan area. These factors, combined with favorable natural conditions, like natural deep waters and a low urbanization rate around the port area, allow the operation of large vessels as well as highly competitive prices for all services rendered, resulting in the terminal being a major hub port in Brazil.

Investments made from 2007 to 2013, mainly in two Super Post Panamax Portainers and two Rubber Tired Gantry, or RTG cranes, 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 2013, with 42% of the total moves in those terminals.

We have invested in infrastructure and equipment inat Sepetiba TECON, such as the Berth 301 Equalization, and the acquisition of two new Super Post Panamax PortainersShip-to-Shore Cranes and four new RTG cranes tofor yard operations, that were delivered in the first quarter of 2014. We have carried outThese investments, along with the previous ones, like the dredging of Sepetiba Tecon’s Berths 302/303 and access channel to ‑15.5m depth. We expect these investments will increasedepth, increased TECON’s capacity from 320,000 containers (or 480,000 TEUs) to 440,000 containers (or 670,000660,000 TEUs) per year.


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In 2013,2015, there was a decrease in the volume of containers operated by the terminal, continued togrow, reaching 257,045which handled 151,823 units, handled, an increasea decrease of almost 19% as12% compared to 2012,2014, when we handled 216,460172,736 units.  We alsoThe impact, however, was mitigated because, despite the Brazilian economic crisis, the terminal was able to attract two new container service calls (Asia and Gulf of Mexico/USA). 

On the other hand, we exported 116,830926,155 tons of steel products a differencein 2015, an increase of 40%154% compared to 83,466364,053 tons in 2012.


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a combination of low domestic demand and favorable exchange rates . We also increased the operations of other cargoes, reaching a volume of 205,834 tons, compared to 110,348 tons in 2014.

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.

In 2015, two new crushing facilities were delivered in Arcos, increasing its annual capacity by 2.2 million tons of cement. With the implementation of the new clinker kiln in Arcos (MG), scheduled for 2016, CSN will achieve self-sufficiency in the production of this raw material.

Production

The cement production process in our cement factory inis held at Volta Redonda and Arcos and begins with the influx of raw materials: clinker, limestone, gypsum and slag. We consume clinker produced in our clinker planplant in Arcos and eventually we will import clinker 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).warehouse.

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 hydraulic 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 used in the mills to dry materials.

The typetypes of cement we produce isare: CP III-40 RS, (Sulfator resistant), which is then taken through a bucket elevator to be storedCP II-E-32 and CP II-E-40 in silos.bagged and bulk forms. 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.forms. We have two baggers with 12 filling nozzles (nominal capacity of 36003,600 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 235.2 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. In addition, we installed a new turbine generator in 2014, which added 21 MW to our existing installed capacity. This turbine is located near our Blast Furnace No. 3, and uses the outlet gases from the iron making process to generate energy.

Itá Hydroelectric Facility

Tractebel and CSN each own 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 facilityhydroelectricfacility 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.


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


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

We and the other shareholders of ITASA have the right to take our pro rata share (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,Aliança, Votorantim Metais Zinco and AngloGold Ashanti Mineração Ltda., and Companhia Energética de Minas Gerais, or CEMIG.The The planthas an installed capacity of 210 MW, corresponding to 136 MW of firm guaranteed output as of December 31, 2012.output. We have been using part of our 23 MW take from Igarapava to supply energy to the Casa de PedraArcos mines and Arcos mines.our other units.

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 2013, about 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 domesticthedomestic and export markets based on the historical data available 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.


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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 2013,2015, we sold steel products to customers in Brazil as well as to customers in 32 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

The two main export markets for our products are LatinNorth America and Europe, representing 36%approximately 70% and 28%18%, respectively, of our export sales volume in 2013.2015.

In North America, we take advantage ofutilize 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 exporthas historically shipped 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

CSN – Sales of All Steel Products by Destination

CSN – Sales of All Steel Products by Destination

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

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

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

2013

2012

2011

2015

2014

2013

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

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%

2,968

59.50%

6,612

60.40%

3,718

72.00%

8,493

75.40%

4,650

76.00%

9,529

78.50%

Export

1,467

24.0%

2,603

21.5%

1,334

22.9%

2,278

21.5%

680

13.9%

1,219

13.2%

2,022

40.50%

4,332

39.60%

1,460

28.00%

2,764

24.60%

1,467

24.00%

2,603

21.50%

Total

6,117

100.0%

12,132

100%

5,829

100.0%

10,616

100.0%

4,896

100.0%

9,252

100.0%

4,990

100%

10,944

100%

5,117

100%

11,257

100%

6,117

100%

12,132

100%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

30

2.1%

45

 1.7% 

17

1.3%

31

1.3% 

21

0.4%

31

0.3% 

9

0%

17

0%

48

3.20%

78

2.80%

30

2.10%

45

1.70%

North America(1)

298

20.3%

597

22.9%

289

21.7%

552

24.2%

270

5.5%

473

5.1%

802

39.70%

1,834

42.30%

289

19.70%

669

24.20%

298

20.30%

597

22.90%

Latin America

59

4.0%

148

5.7%

81

6.1%

199

8.8%

58

1.2%

144

1.6%

115

5.70%

376

8.70%

59

4.00%

161

5.80%

59

4.00%

148

5.70%

Europe

1,071

73.0%

1,793

68.9%

942

70.6%

1,484

65.2%

312

6.4%

545

5.9%

1,090

53.90%

2,087

48.20%

1,057

72.10%

1,840

66.60%

1,071

73.00%

1,793

68.90%

All Others

9

0.6%

21

0.8%

5

0.3%

12

0.5%

19

0.4%

27

0.3%

7

0%

18

0%

7

0.50%

16

0.60%

9

0.60%

21

0.80%

_______________

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

(2) Net 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).

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 2012, 20112015, 2014 and 2010. Market share information for 2013 was not yet available as of the date of this annual report.2013.

 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


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 CSN Domestic Market Share  

2015

2014

2013

Hot-Rolled Products

36%

41%

45%

Cold-Rolled Products 

19%

18%

17%

Galvanized Products 

28%

28%

27%

Tin Mill Products 

12%

11%

11%

Long Steel

5%

1%

-

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

2013

2012

2011

2015

2014

2013

 (In percentages of total domestic volume shipped)

 (In percentages of total domestic volume shipped)

Distribution Network

44%

41%

45%

37%

44%

Packaging

8%

7%

9%

13%

11%

8%

Automotive

17%

15%

16%

11%

18%

17%

Home Appliances

7%

9%

7%

OEM

5%

6%

4%

5%

Construction

20%

21%

18%

21%

20%

 

We believe we have a particularly strong domestic and export position in the sale of tin mill products used for 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.revenues.

For further information on steel sales, see “Item 5A. Operating Results—Steel Markets and Product Mix— Sales Volume and Net Operating Revenues by Steel Products and Markets” and “Item 5A. Operating Results— Results of Operations—Year 20132015 Compared to Year 2012—2014—Net Operating Revenues.Revenues.”

Seasonality

Steel demand is stronger in the second quarter of the year and weaker in the last quarter. Nevertheless, our production is continuous throughout the year.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. 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 situatedlocated 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.sectiontype. 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.near future. We believe that our presence in the export market outside of Europe gives us more flexibility to optimize production and maximize our profitability.


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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 thisThis plant to reachhas production capacity of 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 inmaintain close contactrelations with our customers worldwide, understand the environment where they operate, monitor their requirements and provide all necessary assistance in a short period of time. Market intelligence analysis, planning and administration of sales are handled from Brazil by the staff in our São Paulo office, while our domestic sales team is located at 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 in order to help determine the mix that best suits each particular customer.client.


CSN – Sales of Iron Ore Products by Destination

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

   

2015

   

2014

   

2013

 
 

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

538,592

2.30%

175,223

5.50%

138,436

0.50%

306,837

7.50%

157,041

0.70%

679,974

13%

Export

23,322,408

97.70%

3,012,027

94.50%

25,106,988

99.50%

3,802,566

92.50%

21,377,106

99.30%

4,616,754

87%

Total

23,861,003

100%

3,187,250

100%

25,245,424

100%

4,109,403

100%

21,534,147

100%

5,296,728

100%

             

Exports to

 

 

 

 

 

 

 

 

 

 

 

 

Asia

21,963,324

95%

2,836,505

95%

24,334,337

97%

3.674.778

97%

16,956,231

79.30%

3.610.625

78%

North America

- 

-

- 

-

- 

-

- 

-

 

-

 

-

Europe

1,028,221

4%

132,792

4%

772,651

3%

127.788

3%

4,420,875

20.70%

1.006.129

22%

Latin America

330,861

1%

42,730

1%

 

 

 

 

 

 

 

 

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     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 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%) until November 2015 and 100% stake in Congonhas Minérios as of December 2015).


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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 2013, CSN’s2015, our iron ore sales reached 21.525.7 million tons, a 6.7% increasedecrease of 11%  compared to 2012.2014. According to our consolidated financial statements, total mining net revenue increased 18%decreased 22% over the past year, mainly due to higher volumes andlower iron ore prices. The share of mining segment revenue in CSN's total net revenue increaseddecreased from 29%25% in 20122014 to 31%19% in 2013.2015.

In 2013, 79%2015, 95% of our iron ore export sales went to the Asian market, mainly China and 21%4% were sold in the European market. Of our total sales, 84%72% were sinter feed, 7%13% pellet feed, 6%7% lump ore and 3%8% 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 termlong-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 2012 Compared to Year 2011 – Net Operating Revenues.”

Cement  

We sell cement type CPIII 40 RSCP III-40, CP II-E-32 and CP II-E-40 in bagged and bulk forms and import CPII F.forms. We operate in the markets of Rio de Janeiro, Minas Gerais São Paulo and the northeast region (with imported cement).Sao Paulo. With the purpose of expanding and increasing competitiveness, we own sixeleven distribution centers located in strategic points:  three in São Paulo, twofour in Rio de Janeiro and onefour 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 10,000approximately 18,000 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 levellowlevel of inventory, and a significant percentage of repurchase in the month, which highlights the competitive advantage of CSN’s distribution centers.


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In 2013,2015, amid the ongoing Brazilian economics crisis, we significantlymarginally increased our sales, reaching 2,045 thousand2,182 thousands tons, representingmarking a growth of 4%3% when compared to 2012.2014. All our cement production is sold in the localdomestic market.


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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

 

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

 

2015

2014

2013

 

Tons

Net Operating Revenues

Tons

Net Operating Revenues

Tons

Net Operating Revenues

Brazil

2,182

432

2,185

440

2,045

415

 

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 transportation (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, trade credit insurance, surety,  named perils,  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 our following branches and subsidiaries: Presidente Vargas Steelworks, Casa de Pedra Mine, Paraná Branch, TECAR,Congonhas Minério, Container Terminal Sepetiba TECON, Namisa, CSN Handel and Namisa Handel.Mining. This policy was negotiated with domestic and foreign insurers and reinsurers and is valid until June 30, 2014September30, 2016 for a total insured value of U.S.$500600 million (out of a total risk amount of U.S.$15.411.1 billion). Under the terms of the policy, we remain responsible for the first tranche of U.S.$300375 million in losses (material damages and loss of profits).

Intellectual Property

We ownmaintain a special unit for managing the intellectual property rights comprising: brands,which include: trademarks, patents and industrial designs, ensuring suitable businessadequate protection for the company and the possibility of economically exploring,commercialization, through technology transfer contracts,agreements the results of our creative production.innovation developments. We also maintain cooperation agreements with universities and research institutes for the exchange of technical informationcooperation and reportsdevelopments related to new processes and/and / or products. Our production capacity or product trading does not depend on any


Table of these intellectual property rights or technical cooperation agreements.contents

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.


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The following table sets forth the production of crude steel by Brazilian companies for the years indicated(2)(1):

 

2012  

 

2011  

 

2010  

 

2014

 

2013  

 

2012  

 

 

 

 

 

 

 

 

 

 

 

 

 

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)(2)

 

1

 

8.2

 

1

 

8.8

 

1

 

8.2

 

1

 

7.5

 

1

 

8.1

 

1

 

8.2

Usiminas

 

2

 

7.2

 

2

 

6.7

 

2

 

7.3 

 

2

 

6.1

 

2

 

6.9

 

2

 

7.2

ArcelorMittal Tubarão

 

3

 

5.4

 

4

 

4.4

 

4

 

4.4

CSN

 

3

 

4.8

 

4

 

4.9

 

4

 

4.9 

 

4

 

4.5

 

3

 

4.5

 

3

 

4.8

ArcelorMittal Tubarão

 

4

 

4.4

 

3

 

5.4

 

3

 

6.0 

ArcelorMittal Aços Longos

 

5

 

3.4

 

5

 

3.5

 

5

 

3.4

 

5

 

3.3

 

5

 

3.5

 

5

 

3.4

Others

 

 

 

6.5

 

 

 

5.9

 

 

 

3.1

 

 

 

7.1

 

 

 

6.8

 

 

 

6.5

Total

 

 

 

34.5  

 

 

 

35.2  

 

 

 

32.9  

 

33.9 

 

34.2 

  

34.5  

Source: IABr

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.Information for 2015 was not yet available as of the date of this annual report. 
                     2.        Data from Aços Villares have been merged into data from Gerdau.

2.Information for 2013 was not yet available as of the date of this annual report.

Competitive Position — Global

During 2013,2015, Brazil maintained its place as the largest producer of crude steel in Latin America, with a production output of  34.233.2 million tons and a 2.1% share of total world production, according to data from the World Steel Association, or WSA. In  2013,2015, Brazil also maintained its position as the ninth largest steel producer globally, accounting for around  three-quartershalf of total production in Latin America, approximately twice the size of Mexico’s or  40%42% of the U.S.’ steel production, according to data from the WSA. According to IABr, Brazilian exports in 20132015 amounted to 8.113.7 million tons of finished and semi-finished steel products.products, increased by 40% compared to 2014.

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. 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.


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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 slowdowndepreciation of Europeanthe real against the U.S. dollar and protective government measures which raised taxes on steel imports, export prices fell and domestic prices increase again.

Despite the increase in the overall steel sheet demand in 2013, prices in the USA, Germany and China decreased by 5.2% compared to 2012 while, in  2014, the global average sheet prices decreased by 4.3% compared to 2013.

In 2015, due to the depreciation of the real against the U.S. dollar exportand lower domestic demand, sales in the external market became more attractive and the Brazilian exports of flat products has increased 64%, while imports decreased 21% compared with the same period in 2014.

The global steel overcapacity and the exchange rate volatility approximate the domestic to the international steel prices, fell and domestic prices rose again. This movement was also influenced by protective government measures which raised taxes on steel imports.


is expected to continue in the short term.

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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.disposal, wildlife management, forest maintenance, dangerous products transportation, and preservation of traditional communities. 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 currently we are currentlylargely 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, or CONAMA, which is the federal body responsible for enacting technical regulations and environmental protection standards, and by the Brazilian Institute of Environment and Renewable Natural Resources, 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 (UPV) is located, are enforced by the INEA. In the state of Minas Gerais, where our main mining operations are located, we are subject to regulations and supervision by the Environmental Policy Council, or COPAM, by the Regional Superintendent of Environment and Sustainable Development, or SUPRAM-CM, the Water Management Institute of Minas Gerais, or IGAM, the State Forestry Institute, or IEF, and the State Environmental Foundation, or FEAM.FEAM, which are the competent bodies of the Secretary of State for the Environment and Sustainable Development of Minas Gerais, or SEMAD. Specific goals and standards are established in operating permits or environmental accords issued to each company or plant. These specific operationoperational conditions complement the standards and regulations of general applicability and are required to be observed throughout the lifeduration 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 or are in the process of obtaining/renewing their operating permits.


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Environmental Expenditures and Claims

Promoting responsible environmental and social management is part of our business. We prioritize processes and equipment that offer modern and reliable technologies on environmental risks monitoring and control. We operate a corporate environmental department managed by a corporate environmental department under an Environmental Management System, or EMS, compliant with ISO 14001:2004 requirements. In addition, we have established (i) an internal committee for environmental management composed of professionals from different departments of CSN’s units, whose goal is to regularly discuss any problems 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 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 theenvironmental 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 (G4), 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,Since 2010, we have been conducting a survey of greenhouse gas emissions at our main sites following the guidelines of the GHG Protocol. Additionally, in response to a law enacted by the State of Rio de Janeiro in 2012 and in effect since 2013, requiringwhich requires steel making and cement facilitiesindustries to present action plans to reduce greenhouse gas emissions when renewing or applying for operational licenses, we have conducted aare conducting such survey under the supervision of greenhouse gas emissions at our main sites in 2012, and planINEA. CSN intends to use this information in the development of a corporate carbon management program and related strategies to reduce emissions.emissions, as well as to identify current risks and opportunities for improvement.

Other strategies are being adopted by us in order to improve our environmental commitment.  Since 2012, we participate in theClimate Forum organized by the Ethos Institute for Social Responsibility and in 2015 we joined theOpen Letter to Brazil on Climate Changeinitiative, with the aim that the Brazilian government assume a leadership position during the 21st United Nations Framework Convention on Climate Change (UNFCCC) Conference, or COP-21. In 2015, we confirmed our commitment to sustainable development by signing the Sustainable Development Charter of Industry promoted by the World Steel Association, which is comprised of 75 leading steel companies committed to the seven principles of sustainability in the industry, and we also received the Gold Standard of the GHG Protocol, which confirms that we are in compliance with the standards imposed by the GHG Protocol. We report the guidelines followed by our management with respect to climate change, supply chain and water resources to the Carbon Disclosure Project – CDP, and actively participates in the network NICOLE Brazil, a Brazilian leading organization that develops and promotes solutions for the management of contaminated areas. We also develop environmental education projects and promote understanding of the historical and natural patrimony, especially in the Arcos, Casa de Pedra and TLSA plants. To reaffirm our commitment to the transformation of values and attitudes through new habits and knowledge, we started the Environmental Education Program (PEA), an initiative managed by the CSN Foundation that uses art as a dialogue between students, teachers and employees.

In relation to our expenditures for environmental programs, and given the potential risk of water shortages, especially in the Southeast of the Brazil, we have continued with various actions aimed at increasing the efficiency of water usage in our production processes, with an emphasis on accomplishing a water reuse rate of, at least, 92% in the Usina Presidente Vargas plant. In 2014, we hired a consultancy to prepare a water inventory, which provided us knowledge of how and to what extent our operations affect water resources, allowing us to develop plans and take actions to improve our efficiency and reduce potential pollution in local watersheds.

Since our privatization, we have invested heavily in environmental protection and remediation programs. We had environmental expenditures (capitalized and expensed) of R$382.0405 million in 2013,2015, of which R$77.7190 million relate to capital expenditures (CAPEX) and R$304.2315 million relate to operational expenditures.expenditures (OPEX). Our total environmental expenditures were R$436.2361 million in 20122014 and R$310.6382 million in 2011.

2013. Our investments in environmental projects during 20122015 were mainly related to: (i) operation, maintenance and retrofitting of environmental control equipment; (ii) development of environmental studies for permit applications; (iii) studies, monitoring,  and remediation of environmental liabilities due to prior operations, especially before our privatization; and (iv) human resources (environmentalresources(environmental team), Environmental Management System, sustainability projects and compliance programs.

 


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Our environmental guidelines also comprehend monitoring of our tailing dams, which are used to contain the waste of the beneficiation process of iron ore and to contain sediments from the waste dumps and mining activities. On an annual basis, all our tailing dams are audited by independent audit companies. The most recent audit report confirmed and attested that all tailing dams are stable, in accordance with technical standards and relevantlegislation. In addition to that, CSN´s tailing dams are built using the “downstream” method, which is considered the safest method of tailing dams’ construction.

TACs

In 2010, we signed with the Rio de Janeiro State Government a Term of Undertaking (Termo de Ajustamento de Conduta), orTAC (”TAC 2010”), that required new investments and studies to retrofit our environmental control equipment at the Presidente Vargas Steelworks.UPV plant. The TAC 2010 initially estimated the total amount to be disbursed in connection with the implementation of the required projects thereunder to be R$216 million. This initial estimate was updated to R$260 million as we obtained more accurate cost estimates for the completion of the projects. AlthoughIn 2013, we have not yet concluded the process of obtaining updates for cost estimates for all projects undersigned an amendment to the TAC we expect that investments required may exceed our last estimates.

Our main2010 regarding certain items pending conclusion and also included new obligations, as determined by the Rio de Janeiro State Environmental Agency (INEA), resulting in an additional investment of R$165 million, which has already been made by us. Given the deadline of the TAC 2010 in 2015, CSN, the Rio de Janeiro State and INEA came into a new agreement for complementary actions and signed a new TAC – TAC INEA No. 03/2016, in April 13, 2016 (“TAC 2016”). The TAC 2016 determines an additional investment of R$178 million for environmental claims ascontrols at the UPV plant and the payment, by CSN, to the Rio de Janeiro state authorities of December 31, 2012 were associated with recovery services at former coal mines decommissioned in 1989environmental fines in the stateamount of Santa Catarina,R$22 million, which will be allocated to environmental programs in the Volta Redonda region. As a consequence, the TAC 2016 concludes legal proceedings related to the TAC 2010. In April 2016, INEA executed one of the letters of guarantee in the amount of R$13 million and recovery services due to previous operations in our Presidente Vargas Steelworks.such amount has already been paid by CSN.

Other Environmental Proceedings  and Liabilities

In July 2012, the Ministério Público Estadual do Rio de Janeiro (EnvironmentalEnvironmental Public Prosecutor of the State of Rio de Janeiro)Janeiro (Ministério Público Estadual do 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. Trial Courts in Rio de Janeiro have been adopting a split position as to whether the individual claims shall or not remain suspended until production of technical evidence on the Public Civil Action. Some cases remain suspended and others advanced to nomination of the judicial experts that will conduct the evidence production phase. For more information, please see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings—Other Legal Proceedings.”

In 2015, the Federal Public Prosecutor of Rio de Janeiro (Ministério Público Federal do Rio de Janeiro) filed a public civil action against CSN to request an adjustment to emissions thresholds of the UPV plant. According to Resolução Conama 436, CSN is required to reduce emissions by December 2018. Currently, CSN is complying with state regulations.   

In respect to other allegedly contaminated areas located in the city of Volta Redonda, State of Rio de Janeiro, the Federal and State Prosecutors have initiated lawsuits seeking remediation and indemnification in relation to the areas known as Marcia I, Marcia II, III and IV, Wandir I and II and Reciclam. These legal proceedings are in an initial phase and, currently, CSN is conducting environmental studies which will determine the extension of the impacts arising from the contamination and is also implementing measures in order to comply with the applicable laws. Once concluded, these environmental studies will be presented and attached to each respective legal proceeding. Therefore, at this moment, no amount has been determined in relation to any significant disbursement and/or investment to made by us.    

Our main environmental claims as of December 31, 2015 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 UPV plant.


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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.former owner. As of December 31, 2013,2015, we had provisions for environmental liabilities in the total amount of R$346.5262.3 million, which we believe are sufficient to cover all probable losses. Such amount compares to R$383.4211.5 million as of December 31, 2012,2014, and R$312.6346.5 million as of December 31, 2011.2013. The decreaseincrease in our provisions for environmental liabilities in 20132015 as compared to 20122014 is mainly due to the compensation statedcritical review of the remediation strategy and environmental management for external landfill areas, especially the areas of Mina IV (environmental recovery of former coal mine in Santa Catarina State) and Estação Ecológica de Corumbá (management of a nature conservation area in the TAC settlement and the partial reversalState of the Rio Paraiba do Sul remediation provision by the substitution of the sediments remediation technique from dredging to capping, authorized by local authorities. Minas Gerais), resulting in a new technical approach based on geotechnical confinement.

The changes in the provision for environmental liabilities on our financial statements are as follows:

 

Amounts

(in millions of R$)

December 31, 2011

312.6

Landfills(1)

34.9

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)

-30.8

Other

-6.2

December 31, 2013

346.5

Term of Undertaking (TAC)(1)

5.7

Decommissioned Coal Mines (Santa Catarina)

-11.6

Landfills and other(2)

-129.0

December 31, 2014

211.5

Term of Undertaking (TAC)(1)

72.8

Decommissioned Coal Mines (Santa Catarina)

-12.9

Landfills and other(2)

-9.1

December 31, 2015

262.3

(1) Refers to an estimate calculation of recovery costs related to landfills remediation 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(2) Refers to an estimate calculation of contentsrecovery costs related to landfills remediation obligations.

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, a governmentan 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 holder 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 by submitting an economic exploitation plan.plan or to transfer its right toapply for a mining concession to an unrelated party. When a mining concession is granted, the holder of such 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.


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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 concessions granteda concession by the Ministry of Mines and Energy, which grantgrants us the right to exploit mineral resources from such minesthe mine for an indeterminate period of time lasting until the exhaustion of the mineral deposits.deposit. 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.

On October 30, 2015 and upon prior approval of DNPM, the Manifesto de Mina for Casa de Pedra was transferred by CSN to Congonhas Minérios, which also became the titleholder of the Engenho mining concession by the end of the year of 2015.In the same occasion, Fernandinho mining concession and the mining rights of Cayman and Pedras Pretas were transferred by Nacional Minérios (“Namisa”) to Minérios Nacional. For further information, see “Item 4D. Property, Plant and Equipment”.

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 also been granted by DNPM easements in 1519 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine, with the purpose to expand our operations.operations, and hold title to all of our proved and probable reserves.

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.


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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 requestenter into agreements with the relevant governmental entityBrazilian government to use public lands when mining in such land and eventually compensate such entitiesthegovernment for any damages caused to such public lands, if applicable.lands. 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.


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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..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 beare governed primarily by Law No. 8,884/94, theLei de Defesa da Concorrência, or Competition Defense Law, under12,529, dated November 30, 2011, 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 whichand provided for significant changes in boththe Brazilian Antitrust System’s structure, including the creation of the new CADE, and proceedings. The main change was the introduction ofConselho Administrativo de Defesa Econômica (CADE). Referred law introduced 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). 

CADE is responsible for the control of anti-competitive practices in Brazil. 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 dissolveprevent or impose certain conditions to mergers and acquisitions and/or to impose certain restrictions or conditions on M&A transactions (for instance, require a company to divest assets or take other anti-dumping measures) should it determine that the industry in which it operates is insufficiently competitive.competitive or that the transaction creates a market concentration which can affect competition.

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


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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 National Agency for Ground Transportation (Agência Nacional de Transportes Terrestres), or ANTT, and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2013,2015, we owned the following railway related assets: (i) a 33.27%34.94% 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, (ii) a 77.30%56.92% participation in TLSA, which holds a concession to operate the Northeastern 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%89.79% participation in FTL, which holds a concession to operate the Northeastern 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 port business is subject to regulation and supervision by the Brazilian Secretariat of Ports(Secretaria dos Portos, or SEP), the Ministry of Transportation, and the National Water Transportation Agency (Agência Nacional de Transportes Aquaviários, or ANTAQ). As of December 31, 2015, we owned 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. The concession to operateTECAR, a solid bulks terminal at Itaguaí Port, expires in 2047 and is explored since December 31, 2015, by our controlled company Congonhas Minérios due to the transaction entered into with the Asian Consortium. For more information regarding the transaction with the Asian Consortium, please see item “5A Operating Results.


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Our electricity generation business is subject to regulation and supervision by the Brazilian Ministry of Mines and Energy, the electricity regulatory agencyNational Agency for Electric Energy (Agência Nacional de Energia Elétrica), or ANEEL, and the ONS.National Electric System Operator (Operador Nacional do Sistema Elétrico, or ONS). As of December 31, 2013,2015, we owned the following energy related assets: (i) a 238235.2 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.

On July 28, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, Steel Dynamics, Inc. and United States Steel Corporation filed antidumping and countervailing duty (“AD/CVD”) petitions with respect to certain cold-rolled flat steel products from Brazil,China, India, Japan, Korea, Russia, and the United Kingdomat the ITC and the DOC. On August 24, 2015, the DOC initiated both AD/CVD investigations with respect to cold-rolled steel from Brazil.On September 10, 2015, the ITC announced affirmative preliminary injury determinations with respect to cold-rolled imports from Brazil.

On August 11, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, SSAB Enterprises, LLC, Steel Dynamics, Inc., and United States Steel Corporation filed AD/CVD petitions with respect to certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, Turkey, and the United Kingdom. On September 9, 2015, the DOC initiated both AD/CVD investigations with respect to hot-rolled steel from Brazil. On September 24, 2015, the ITC announced affirmative preliminary injury determinations with respect to hot-rolled steel imports from Brazil.

In September 1998, U.S. authorities initiatedDecember 2015 and January 2016, the DOC reached preliminary determinations on the CVD investigation, these determinations imposed a rate of 7.42% for the exports of both hot-rolled and cold products. In February 2016, the DOC issued its preliminary determination on the anti-dumpinginvestigation of cold-rolled products, which was reviewed on April 2016, in which the rate imposed on exports to the US was20.84% as of March 7, 2016. In March2016, the DOC issued the preliminary determination on the anti-dumping investigation of hot-rolled products, in which the rate imposed was 33.91%.  The final determination for anti-dumping and countervailing dutiesduty investigations onis expected to be issued in July 2016 for cold-rolled products and August 2016 for 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%.products.

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.


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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.affected by this anti-dumping order since we do not export hot rolled coil to Canada.

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 20032004 through 2013,2014, total global crude steel production averaged approximately 1.31.4 billion tons per year. According to the WSA, in 2013,2015, production reached a new record of 1.681.62 billion tons, which represents a 3.5% increasedecreased of 2.8% as compared to 2012. All major producing countries, except for United States, Russia, South Korea, Turkey, Brazil and Ukraine, increased their production levels in 2013.2014.

China’s crude steel production in 20132015 reached 779804 million tons, an increasea reduction of 7.5%2.3% as compared to 2012.2014. 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%49.3% in 20122014 to 46.7%50.2% in 2013.2015. In 2013,2015, Asian countries improvedreduced their production by 6.0%2.2%, reaching 1.08 bilion1.09 billion tons, according to WSA.

World crude steel production reached 1,622.8 million tonnes (Mt) for the year 2015, down by -2.8% compared to 2014, and crude steel production decreased in all regions except Oceania in 2015. China’s crude steel production reached 803.8 Mt, down by -2.3% on 2014. China’s share of world crude steel production increased from 49.3% in 2014 to 49.5% in 2015.

All major producing countries, except for India, decreased their production levels in 2015. According to the World Steel Associatiom, in 2015 the global crude steel production decreased, slightly and, considering that 2014 was a record production year, the production levels remained in line with 2013 figures.


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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 autonomoussemi-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.


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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 2007,2015, Brazilian GDP grew on average 4.4%2.1%. 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 postponmentpostponement 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. In 2014, the decrease in the family consumption and the employment level, allied with the end of government incentives resulted in a reduction of 7.1% in vehicles sales, respectivelly, according to the ANFAVEA data. In 2015, vehicles sales decreased 26.6% due to the economic recession a large number of vehicles in stock and by the return of the industrialized products tax.

Market Participants

According to IABr (Instituto Aço Brasil), the Brazilian steel industry is composed of 2829 mills managed by 1011 corporate groups, with an installed annual capacity of approximately 4548.4 million tons, producing a full range of flat, long, carbon, stainless and specialty steel.

Capacity UtilizationManifesto 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 concession by the Ministry of Mines and Energy, which grants us the right to exploit mineral resources from the mine for an indeterminate period of time lasting until the exhaustion of the mineral deposit. 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.

On October 30, 2015 and upon prior approval of DNPM, the Manifesto de Mina for Casa de Pedra was transferred by CSN to Congonhas Minérios, which also became the titleholder of the Engenho mining concession by the end of the year of 2015.In the same occasion, Fernandinho mining concession and the mining rights of Cayman and Pedras Pretas were transferred by Nacional Minérios (“Namisa”) to Minérios Nacional. For further information, see “Item 4D. Property, Plant and Equipment”.

Mineral Rights and Ownership

ThereOur 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 have also been granted by DNPM easements in 19 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine, with the purpose to expand our operations, and hold title to all of our proved and probable reserves.

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 noduly 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.

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 enter into agreements with the Brazilian government to use public lands and eventually compensate thegovernment for damages caused to such public lands. 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.


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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 are governed by Law No. 12,529, dated November 30, 2011, which came into force on May 30, 2012 and provided for significant changes in the Brazilian nominalAntitrust System’s structure, including the creation of the new Conselho Administrativo de Defesa Econômica (CADE). Referred law introduced 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). 

CADE is responsible for the control of anti-competitive practices in Brazil. 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 prevent or impose certain conditions to mergers and acquisitions and/or to impose certain restrictions or conditions on M&A transactions (for instance, require a company to divest assets or take other anti-dumping measures) should it determine that the industry in which it operates is insufficiently competitive or that the transaction creates a market concentration which can affect competition.

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

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 National Agency for Ground Transportation (Agência Nacional de Transportes Terrestres), or ANTT, and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2015, we owned the following railway related assets: (i) a 34.94% 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, (ii) a 56.92% participation in TLSA, which holds a concession to operate the Northeastern 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 89.79% participation in FTL, which holds a concession to operate the Northeastern 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 port business is subject to regulation and supervision by the Brazilian Secretariat of Ports(Secretaria dos Portos, or SEP), the Ministry of Transportation, and the National Water Transportation Agency (Agência Nacional de Transportes Aquaviários, or ANTAQ). As of December 31, 2015, we owned 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. The concession to operateTECAR, a solid bulks terminal at Itaguaí Port, expires in 2047 and is explored since December 31, 2015, by our controlled company Congonhas Minérios due to the transaction entered into with the Asian Consortium. For more information regarding the transaction with the Asian Consortium, please see item “5A Operating Results.


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Our electricity generation business is subject to regulation and supervision by the Brazilian Ministry of Mines and Energy, the National Agency for Electric Energy (Agência Nacional de Energia Elétrica), or ANEEL, and the National Electric System Operator (Operador Nacional do Sistema Elétrico, or ONS). As of December 31, 2015, we owned the following energy related assets: (i) a 235.2 MW thermoelectric co-generation power plant at our Presidente Vargas Steelworks, (ii) a 48.75% participation in 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.

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.

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.

On July 28, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, Steel Dynamics, Inc. and United States Steel Corporation filed antidumping and countervailing duty (“AD/CVD”) petitions with respect to certain cold-rolled flat steel products from Brazil,China, India, Japan, Korea, Russia, and the United Kingdomat the ITC and the DOC. On August 24, 2015, the DOC initiated both AD/CVD investigations with respect to cold-rolled steel from Brazil.On September 10, 2015, the ITC announced affirmative preliminary injury determinations with respect to cold-rolled imports from Brazil.

On August 11, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, SSAB Enterprises, LLC, Steel Dynamics, Inc., and United States Steel Corporation filed AD/CVD petitions with respect to certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, Turkey, and the United Kingdom. On September 9, 2015, the DOC initiated both AD/CVD investigations with respect to hot-rolled steel from Brazil. On September 24, 2015, the ITC announced affirmative preliminary injury determinations with respect to hot-rolled steel imports from Brazil.

In December 2015 and January 2016, the DOC reached preliminary determinations on the CVD investigation, these determinations imposed a rate of 7.42% for the exports of both hot-rolled and cold products. In February 2016, the DOC issued its preliminary determination on the anti-dumpinginvestigation of cold-rolled products, which was reviewed on April 2016, in which the rate imposed on exports to the US was20.84% as of March 7, 2016. In March2016, the DOC issued the preliminary determination on the anti-dumping investigation of hot-rolled products, in which the rate imposed was 33.91%.  The final determination for anti-dumping and countervailing duty investigations is expected to be issued in July 2016 for cold-rolled products and August 2016 for hot-rolled products.


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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, we are not currently affected by this anti-dumping order since we do not export hot rolled coil to Canada.

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 capacity 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 2004 through 2014, total global crude steel production averaged approximately 1.4 billion tons per year. According to the WSA, in 2015, production reached 1.62 billion tons, which represents a decreased of 2.8% as compared to 2012. This capacity was estimated at 492014.

China’s crude steel production in 2015 reached 804 million tons. The local steel industry operated at approximately between 70% and 72% utilizationtons, a reduction of 2.3% as compared to 2014. Production volume in 2013, similar to the level recorded in 2012.

Exports/Imports

BrazilChina has been playing an important rolemore than tripled 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 5.3last ten years, from 222 million tons in 2010, which represented 58%2002. China’s share of totalworld steel exports.production increased from 49.3% in 2014 to 50.2% in 2015. In 2011,2015, Asian countries reduced their production by 2.2%, reaching 1.09 billion tons, according to WSA.

World crude steel production reached 1,622.8 million tonnes (Mt) for the exportsyear 2015, down by -2.8% compared to 2014, and crude steel production decreased in all regions except Oceania in 2015. China’s crude steel production reached 803.8 Mt, down by -2.3% on 2014. China’s share 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% decreaseworld crude steel production increased from 49.3% in relation2014 to 49.5% in 2015.

All major producing countries, except for India, decreased their production levels in 2015. According to the previousWorld Steel Associatiom, in 2015 the global crude steel production decreased, slightly and, considering that 2014 was a record production year, representing 68%the production levels remained in line with 2013 figures.


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Brazilian Steel Industry

In 2013,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 exports totaled 8.09 million tons, representing 24%industry able to support the country’s industrialization boom. After a decade of totallittle 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 steelmakers’ sales (domestic plus exports)flat steel sector was coordinated on a national basis under the auspices of Siderbrás, 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 accounting for U.S.$5.5 billionwere each individually privatized between 1991 and 1993. We believe that the privatization of the steel sector in export earnings for Brazil. OverBrazil has resulted in improved financial performance, as a result of increased efficiencies, higher levels of productivity, lower operating costs, a decline in the last 20 years,labor force and an increase in investment.

Domestic Demand

Historically, the Brazilian steel industry has been characterizedaffected 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 2015, Brazilian GDP grew on average 2.1%. 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 structural needrecord 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 postponement 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 export, which is demonstratedthe Auto Manufacturers’ Association, or ANFAVEA, data. In 2014, the decrease in the family consumption and the employment level, allied with the end of government incentives resulted in a reduction of 7.1% in vehicles sales, respectivelly, according to the ANFAVEA data. In 2015, vehicles sales decreased 26.6% due to the economic recession a large number of vehicles in stock and by the industry’s supply demand curve. Thereturn of the industrialized products tax.

Market Participants

According to IABr (Instituto Aço Brasil), the Brazilian steel industry has experienced periodsis composed of overcapacity, cyclicality and intense competition during the past several years. Demand for finished steel products, as measured29 mills managed by domestic apparent consumption, has consistently fallen short11 corporate groups, with an installed annual capacity of total supply (defined as total production plus imports). In 2013, steel imports were 3.8approximately 48.4 million tons, or 14%producing a full range 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.flat, long, carbon, stainless and specialty steel.

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


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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 


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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 andBanco 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 theManifesto 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 concession by the Ministry of Mines and Energy, which grants us the right to exploit mineral resources from the mine for an indeterminate period of time lasting until the exhaustion of the mineral deposit. 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.

On October 30, 2015 and upon prior approval of DNPM, the Manifesto de Mina for Casa de Pedra was transferred by CSN to Congonhas Minérios, which also became the titleholder of the Engenho mining concession by the end of the year of 2015.In the same occasion, Fernandinho mining concession and the mining rights of Cayman and Pedras Pretas were transferred by Nacional Minérios (“Namisa”) to Minérios Nacional. For further information, see “Item 4D. Property, Plant and Equipment”.

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 have also been granted by DNPM easements in 19 mine areas located in the surrounding region, which are not currently part of Casa de Pedra mine, with the purpose to expand our operations, and hold title to all of our proved and probable reserves.

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.

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 enter into agreements with the Brazilian government to use public lands and eventually compensate thegovernment for damages caused to such public lands. 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.


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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 are governed by Law No. 12,529, dated November 30, 2011, which came into force on May 30, 2012 and provided for significant changes in the Brazilian Antitrust System’s structure, including the creation of the new Conselho Administrativo de Defesa Econômica (CADE). Referred law introduced 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). 

CADE is responsible for the control of anti-competitive practices in Brazil. 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 prevent or impose certain conditions to mergers and acquisitions and/or to impose certain restrictions or conditions on M&A transactions (for instance, require a company to divest assets or take other anti-dumping measures) should it determine that the industry in which it operates is insufficiently competitive or that the transaction creates a market concentration which can affect competition.

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

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 National Agency for Ground Transportation (Agência Nacional de Transportes Terrestres), or ANTT, and operates pursuant to concession contracts granted by the federal government, which impose certain limitations and obligations. As of December 31, 2015, we owned the following railway related assets: (i) a 34.94% 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, (ii) a 56.92% participation in TLSA, which holds a concession to operate the Northeastern 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 89.79% participation in FTL, which holds a concession to operate the Northeastern 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 port business is subject to regulation and supervision by the Brazilian Secretariat of Ports(Secretaria dos Portos, or SEP), the Ministry of Transportation, and the National Water Transportation Agency (Agência Nacional de Transportes Aquaviários, or ANTAQ). As of December 31, 2015, we owned 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. The concession to operateTECAR, a solid bulks terminal at Itaguaí Port, expires in 2047 and is explored since December 31, 2015, by our controlled company Congonhas Minérios due to the transaction entered into with the Asian Consortium. For more information regarding the transaction with the Asian Consortium, please see item “5A Operating Results.


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Our electricity generation business is subject to regulation and supervision by the Brazilian Ministry of Mines and Energy, the National Agency for Electric Energy (Agência Nacional de Energia Elétrica), or ANEEL, and the National Electric System Operator (Operador Nacional do Sistema Elétrico, or ONS). As of December 31, 2015, we owned the following energy related assets: (i) a 235.2 MW thermoelectric co-generation power plant at our Presidente Vargas Steelworks, (ii) a 48.75% participation in 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.

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.

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.

On July 28, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, Steel Dynamics, Inc. and United States Steel Corporation filed antidumping and countervailing duty (“AD/CVD”) petitions with respect to certain cold-rolled flat steel products from Brazil,China, India, Japan, Korea, Russia, and the United Kingdomat the ITC and the DOC. On August 24, 2015, the DOC initiated both AD/CVD investigations with respect to cold-rolled steel from Brazil.On September 10, 2015, the ITC announced affirmative preliminary injury determinations with respect to cold-rolled imports from Brazil.

On August 11, 2015, AK Steel Corporation, ArcelorMittal USA LLC, Nucor Corporation, SSAB Enterprises, LLC, Steel Dynamics, Inc., and United States Steel Corporation filed AD/CVD petitions with respect to certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, Turkey, and the United Kingdom. On September 9, 2015, the DOC initiated both AD/CVD investigations with respect to hot-rolled steel from Brazil. On September 24, 2015, the ITC announced affirmative preliminary injury determinations with respect to hot-rolled steel imports from Brazil.

In December 2015 and January 2016, the DOC reached preliminary determinations on the CVD investigation, these determinations imposed a rate of 7.42% for the exports of both hot-rolled and cold products. In February 2016, the DOC issued its preliminary determination on the anti-dumpinginvestigation of cold-rolled products, which was reviewed on April 2016, in which the rate imposed on exports to the US was20.84% as of March 7, 2016. In March2016, the DOC issued the preliminary determination on the anti-dumping investigation of hot-rolled products, in which the rate imposed was 33.91%.  The final determination for anti-dumping and countervailing duty investigations is expected to be issued in July 2016 for cold-rolled products and August 2016 for hot-rolled products.


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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, we are not currently affected by this anti-dumping order since we do not export hot rolled coil to Canada.

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 2004 through 2014, total global crude steel production averaged approximately 1.4 billion tons per year. According to the WSA, in 2015, production reached 1.62 billion tons, which represents a decreased of 2.8% as compared to 2014.

China’s crude steel production in 2015 reached 804 million tons, a reduction of 2.3% as compared to 2014. 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 49.3% in 2014 to 50.2% in 2015. In 2015, Asian countries reduced their production by 2.2%, reaching 1.09 billion tons, according to WSA.

World crude steel production reached 1,622.8 million tonnes (Mt) for the year 2015, down by -2.8% compared to 2014, and crude steel production decreased in all regions except Oceania in 2015. China’s crude steel production reached 803.8 Mt, down by -2.3% on 2014. China’s share of world crude steel production increased from 49.3% in 2014 to 49.5% in 2015.

All major producing countries, except for India, decreased their production levels in 2015. According to the World Steel Associatiom, in 2015 the global crude steel production decreased, slightly and, considering that 2014 was a record production year, the production levels remained in line with 2013 figures.


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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 of Siderbrás, 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.

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 2015, Brazilian GDP grew on average 2.1%. 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 postponement 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. In 2014, the decrease in the family consumption and the employment level, allied with the end of government incentives resulted in a reduction of 7.1% in vehicles sales, respectivelly, according to the ANFAVEA data. In 2015, vehicles sales decreased 26.6% due to the economic recession a large number of vehicles in stock and by the return of the industrialized products tax.

Market Participants

According to IABr (Instituto Aço Brasil), the Brazilian steel industry is composed of 29 mills managed by 11 corporate groups, with an installed annual capacity of approximately 48.4 million tons, producing a full range of flat, long, carbon, stainless and specialty steel.

Capacity Utilization

There were no significant changes in Brazilian nominal steel production capacity in 2014 compared to 2013. This capacity was estimated at 48.9 million tons. The local steel industry operated at approximately 70% utilization in 2014, similar to the level recorded in 2013.


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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, the exports of semi-finished products reached 5.3 million tons, representing  65% of total exports. In 2014, Brazilian steel exports totaled 9.8 million tons, an increase of 21% compared to 2013 and steel imports increased by 7%, compared to 2013, according to IABr.

In 2015, Brazilian steel exports totaled 13.7 million tons and accounted for US$6.6 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 2015, steel imports were 3.2 million tons, or 15% of apparent domestic consumption, in line with the figures from 2014. In  2015, steel imports decreased by 19% as compared to 2014, 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.”

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, 19th and 15th - part floors (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, 2015. For more information, see Note 10 to our consolidated financial statements included in “Item 18. Financial Statements.”

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 

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 

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  

49.00 square km 

iron ore mine 

26.0 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 

856.61 square km

undeveloped 

owned

none

Steel plant with rolling mill (SWT)

Europa / Germany /

0.898 square km 

production of sections

1 million tons per year

owned

none

Unterwellenborn

(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.A as 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.


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(7)      Based on the Manifesto de Mina.  See, “Item 4. Information on the Company — B. Business Overview — Government Regulation and Other Legal Matters — Mining Concessions.”

(8)      Property owned by our 60% consolidated investee Namisa.

(9)      Information on equipment fleet installed annual ROM capacity.

(10)    Property 29.5% owned by us.

(11)    Property 17.9% owned by us.

(12)    Pledged pursuant to various legal proceedings, mainly related to tax claims.


table of contentscid:image001.jpg@01D19993.79869380

 

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—D. Property, Plant and Equipment—Planned Investments” and Note 10 to our financial statements included elsewhere in this Form 20-F.

The map above shows the locations of the Presidente Vargas Steelworks, CSN Paraná, Prada, CSN Porto Real (formerly known as GalvaSud), Metalic, Lusosider, ERSA, and CSN LLC and SWT 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.


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Acquisitions and Dispositions

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.  

Stahlwerk Thüringen Gmbh (SWT)Usiminas

On January 31, 2012, CSN Steel, S.L.U., one of our Spanish subsidiaries, entered into 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) 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 €483.4 million, without the assumption of any indebtedness.

The transaction involved an operational steel plant located in Germany, which was contemplated to be sold pursuant to a prior share purchase agreement executed on May 19, 2011 with the AG 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, 2013,2015 we owned, directly and indirectly, 20.69% of the preferred shares and 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. Consolidated Statements and Other Financial Information Selected Financial Data—Legal Proceedings—Antitrust.”

As of March 2016, the Usiminas’ Board of Directors approved a capital increase amounting to R$64,882, through the issuance of 50,689,310 preferred shares. Consequently on April 19, 2016 CSN exercised its right of subscription, paying R$11,603 for 9,064,856 preferred shares.

The Usiminas’ Shareholders’ Meeting approved in April 2016 an increase in its share capital amounting to R$1,000,000, through the issuance of 200,000,000 new common shares, with a deadline for exercising the preferential right to acquire the said shares up to 23 May 2016. The company continues to evaluate alternatives related to the investment in Usiminas.

On April 28, 2016, CSN elected, for two years' term of office, two fixed and two alternate members in the Usiminas' Board of Directors and, for one year's term, one fixed and one alternate member in the Usiminas' Fiscal Committee. The election was made possible through the flexibility and exceptional decision from CADE (Administrative Council for Economic Defense) in relation to the TCD (Performance Commitment Agreement) signed by CSN and CADE in 2014. The mentioned decisionhad permitted that CSN elected pre-approved members to the Board of Directors and Fiscal Committee of USIMINAS, and was rendered by the majority of CADE's members at its session of 27 April 2016.The election of Usimina´s Board and Fiscal Committee members by CSN, as well as all meetings of the Board of Directors of Usiminas, are currently suspended as a result of judicial decisions issued by the State Court of Minas Gerais and the Federal Court of the Federal District, respectively. CSN has appealed the decision issued by the State Court of Minas Gerais on May 13, 2016.


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Namisa / Congonhas Minérios

InBy the end of 2015, we restructured our iron ore business by means of the combination into Congonhas Minérios, a CSN subsidiary, of the iron ore businesses and related logistics assets of CSN and Namisa, resulting in a fully integrated operation. As part of the restructuring, Namisa was merged into Congonhas Minérios.

Previously, in 2008, a consortium of Asian shareholders that currently includescompanies composed of Itochu Corporation, JFE Steel Corporation, Kobe Steel, Ltd, Nisshin Steel Co. Ltd., Posco and China Steel Corporation, or the Asian consortium,Consortium, made an investment in our subsidiary Namisa. The joint control of Namisa and currently holds a 40% interest in Namisa. We and the Asian consortium have entered intowas  governed by 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 mediationentered into 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 us andConsortium. In addition, we 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,entered into certain other agreements, including thea share purchase agreement between us and the Asian consortium and the long-term operational agreements between Namisa and us, providewhich provided for certain obligations that, in case breached orand not cured within the relevant cure period, maycould 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’sConsortium’s ownership interest in Namisa.

We are currently negotiating withIn 2013, we and the Asian consortiumConsortium initiated negotiations to resolve certain matters that are(i) were subject to qualified quorum under the shareholders’ agreement, orand (ii) related to the fulfillment of certain obligations under the agreements mentioned above. One possible solution isIn parallel, we engaged in discussions with the Asian Consortium aiming at the combination of the iron ore business and related logistics assets of CSN and Namisa.

In November 30, 2015, the aforementioned discussions resolved upon the closing of an agreement between we and the Asian Consortium providing for the combination of CSN’s and Namisa’s iron ore business and related operations. If we faillogistics assets. The transaction consisted in a joint venture whereby the Asian Consortium contributed its 40% ownership interest in Namisa to reachCongonhas Minérios and CSN contributed the Casa de Pedra iron ore mine, its 60% ownership interest in Namisa, an 8.63% ownership interest in MRS and the rights to manage and operate the port concession in the Itaguaí Port (TECAR). In addition, long-term “offtake” agreements were executed for the supply by Congonhas Minérios of iron ore products to the Asian Consortium members and to us, as well as a mutually satisfactorylong term port services agreement on such matters,was executed between Congonhas Minérios and CSN to guarantee the putuse of TECAR by CSN to import raw materials necessary for our other activities.

Considering CSN´s and call options mentioned above may be exercised. Asthe Asian Consortium’s contributions in the transaction, adjustments arising from the negotiations between the parties, as well as debt, cash and working capital adjustments, immediately after the closing, CSN and the Asian Consortium became shareholders of Congonhas Minérios with ownership interests of, respectively, 87.52% and 12.48%. The transaction also included an earn-out mechanism which, in the event of a qualified liquidity event under certain valuation parameters occurring within an agreed period of the dateclosing of the transaction, could dilute the Asian Consortium's ownership interest in Congonhas Minérios from 12.48% up to 8.71%.

Congonhas Minérios is currently a fully integrated operation (mine, rail and port), which includes an 18.63% ownership interest in MRS (comprised of Namisa’s former 10% ownership interest in MRS and the 8.63% ownership interest contributed by CSN), access to rail transportation in the form of long term agreements and the TECAR port concession.

As a result of this annual report, negotiations are ongoing.


tabletransaction, CSN and the Asian Consortium put an end to the discussions initiated in 2013 and Congonhas Minérios captured synergies among the businesses involved, including process optimization, efficiencies in the operation and reduction of contentsoperational costs and capital expansion, and increased shareholder value, creating a world class company.

Capital Expenditures

We intend to increase control


Table of our main production costscontents

In 2015 the investments made by the Company totaled approximately R$ 2.2 billion, highlighting:

• Cement: R$438 million for completion of two new grinding mills and secure reliable and high quality sourcesimplementation of raw materials,the new clinker plant;

• Steel: R$345 million, mainly for sustaining investments in coke plants at UPV (usina Presidente Vargas), environmental projects at UPV, 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 millefficiency projects (TG20), technological modernization projects at the Volta Redonda site: R$351 million;UPV, expansion of Steel Service Plant at Mogi das Cruzes and maintenance projects in other units;

• Mining: R$ 898 million, mainly for the Itaguaí Port (TECAR): R$108 million;acquisition of new mining equipment, running projects in iron ore beneficiation, balance of payments (sado de contratos, verificar melhor tradução) regrading Tecar expansion of the Casa de Pedra mine: R$172 million; expansion of our clinker plant: R$209 million; and sustaining current investment projects;

• Other investments: R$ 1,033 million. For further information, see “Item 5B. Liquidity117 million for running investments in other operations (such as FTL and Capital Resources-Short-Term DebtTecon) and Short-Term Investments.”corporate projects (such as IT);

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• Spare Parts: 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$85 360 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, R$2,382 million of which was allocated as follows: TLSA and FTL: R$1,691 million; CSN Cimentos: R$61 million; MRS Logística: R$447 million; Namisa: R$100 million; and other 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; construction of a brownfield long steel mill at the Volta Redonda site: R$220 million; and other projects: R$684 million.

Planned Investments

Our operating activities require regular

In 2016 the Company's investment budgetprioritize the implementation of running capital projects and sustaining investments in equipment maintenance,order to maintain the operational capability, environment and safety issue. New investments will be evaluated considering the market conditions, financial results and projection of additional cash flow generated by each project.

Considering these guidelines, investments designed for 2016 are in the order of R$1.5 billion, highlighted below:

• Cement: R$567 million, specially for completion of the new clinker unit in Arcos;

• Steel: R$547million, mainly for sustaining investments in coke plants UPV, environmental projects, 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 formodernization projects at the next 6 years amount to R$21.3 billion (ongoing and new projects),UPV, completion of which:

·R$12.0 billion in our mining segment, including capacitythe expansion of the Casa de Pedra mine andSteel Service Center of Namisa’s mines and the expansion of shipping capacity of our Solid Bulk terminal at Itaguaí (TECAR);

·R$0.4 billion in our steel segment, including the completion/implementation of flat steel projects, such as a steel service center at CSN Mogi das Cruzes along withservice and project maintenance in other units;

• Mining (projects at Congonhas Mineração and Tecar): R$141million, mainly for final payments of  equipment that were acquired in 2015, running projects in iron ore beneficiation, expansions studies for Phase 60 Mtpa in Tecar (engineering and environmental studies) and sustaining investment projects in the implementation ofunits;

• Other investments: R$78 million for sustaining investments in other operations (such as FTL and Tecon) and corporate projects focused on maintaining operational excellence with constant focus on cost reduction (e.g., energy efficiency)(such as IT);


table of contents• SpareParts: R$180 million.

·R$1.4 billion in our cement segment, allocated 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 2.8 million tons; and

·R$7.5 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

By

The investment plan in the endcoming years prioritizes sustaing investment  with efficiency gains, as the revamp of 2013, we began our start-up phasecoke ovens, steel mill, pickling, casting, and execution of environmental projects, technological modernization projects at the UPV, completion 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 products for civil construction. This investment represents the entrance of CSN into the long steel market in Brazil.

We also iniciated the expansion investments of  the steel service center at our CSNSteel Service Center of Mogi das Cruzes (Prada) facility. The steel service center plantand maintenance projects in Mogi das Cruzes currently operates at near full capacity. There are also expansion projects underway in our other steel service centers.units.

Mining

In

Considering the market conditions, financial results and projection of additional cash flow generated by each project, in the first expansion phase we are planning to increaseanalyze the expansion of production capacity in Casa de Pedra’s production capacityPedra to 40 million tons per year while TECAR, reached an iron ore shipmentand the expansion of port capacity ofin Itaguai / RJ (Tecar) from 45 million tons in 2013.

Logistics

In August 2006, in ordertonnes to enable the implementation of a major infrastructure project led by the Brazilian federal government, our Board of Directors approved the merging of TLSA–, a company that was state-owned at the time, into and with Companhia Ferroviária do Nordeste, or CFN, an affiliate of CSN that held a 30-year concession, granted in 1997, to operate the Northeastern railway system of the RFFSA. The surviving entity was later renamed TLSA. 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.60 million tons.

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. Resolution No. 4,042/2013 issued by the ANTT authorized the partial spin-off of TLSA and, as a result, the assets of the Northeastern railway 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 Propiá – 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 partial spin-off of TLSA. 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.”


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Cement

The cement plant in Volta Redonda is close to reaching its fullhas a production capacity of 2.4 million tons per year. The useyear, taking advantage of the slag generated by our steel operationblast furnaces and the ramp-up of our clinker plant should gradually reduce costs, a critical elementproduced in the mine of Arcos. We are implementing an integrated plant with two new cement business.

We intend to expand our cement production capacity to 5.4grinding mills and a new clinker unit in Arcos, adding 2 million tons of cement per year overduring 2015. At a later stage the next few years. We expect thatcompany evaluates the additional 3.0 million tons per year capacity will come from a new plant that will be integrated with aimplementation of an advanced grinding unit, adding another 1 million tons. 

Additional Investments

In addition to the currently planned investments and clinker furnace in Arcos, wherecapital expenditures, we already operate a clinker furnace, using limestone fromcontinue to evaluate possible acquisitions or divestitures, joint controlled entitiesand brownfield or greenfield projects to increase or complement our own mine.steel, cement and mining production and logistics capabilities, logistics infrastructure, energy generation and return on capital.

Item 4A.4E. Unresolved Staff Comments

None.On April 15, 2016, CSN received a letter from the Staff of the SEC's Division of Corporation Finance as part of its review of the Company's Form 20-F for the fiscal year ended December 31, 2014 and the Company's Form 6-K for the last quarter of 2015.

The Staff requested additional information and provided comments related to certain accounting disclosures, including our accounting policies regarding our concessions and disclosure relating to the acquisition of control of Nacional Minérios S.A. on November 30, 2015. The Company responded to that letter on May 06, 2016 and believes that it has addressed the Staff's comments.

As of the date of this annual report, the Company has not received confirmation from the Staff that its review process is complete. The Company intends to continue working with the Staff and respond to any remaining comments.

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, 20132015 and 20122014 and for each of the years ended December 31, 2013, 20122015, 2014 and 20112013 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 of reais (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 entitesentities 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 Nacional Minérios S.A. until November 30, 2015 and began accounting for these investments under the equity method. As from December 1st, 2015, Nacional Minérios S.A. was consolidated as a result of the mining activities restructuring and then merged on December 31, 2015 into Congonhas Minérios S.A.

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

Brazilian Macro-Economic Scenario

Brazil


According toTable of contents

As a company with the Brazilian Institutevast majority of Geographyits operations and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, GDP increaseda large portion of its sales in Brazil, we are affected by 2.3% in 2013, compared to an increasethe general economic conditions of 0.9% reported in 2012. ThisBrazil. The rate of growth in 2013 was led by the agriculture sectorBrazil is important in determining our growth capacity and the increase in the investments in fixed capital goods, which moved up by 7.0% and 6.3%, respectively.


results of our operations.

The following table of contents

   The IPCA consumer price index (the main inflation rate) stood at 5.91% in 2013, above the mid-point of the governmentally defined inflationary target range by the Monetary Policy Committee, or COPOM. As a result, the COPOM raised the SELIC benchmark interest rateshows some Brazilian economic indicators for the sixth consecutive time at its last meeting in 2013, so that it closed the year at 10.0%.periods indicated:

 

Year ended December 31,

 

2015

 

2014

 

2013

      

GDP growth

-3.8%

 

0.1%

 

2.3%

Inflation (IPCA)¹

10.7%

 

6.4%

 

5.9%

Inflation (IGP-M)²

10.5%

 

3.7%

 

5.5%

CDI³

13.2%

 

10.8%

 

8.1%

Appreciation (depreciation) of thereal against the U.S. dollar

-45.0%

 

-13.4%

 

-14.6%

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

R$3.904

 

R$2.656

 

R$2.343

Average exchange rate (U.S.$1.00)

R$3.338

 

R$2.357

 

R$2.160

Unemployment rate4

8.5%

 

6.8%

 

7.1%

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

(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.

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

(4) The unemployment rate (PNAD) is measured by IBGE.

According to the Monthly Employment Survey published by the IBGE, unemployment closed 2013 at 4.3%, its lowest ever. The annual average was 5.4%, slightly lower than the 2012 average.

According to the IBGE, industrial production increased by 1.2% in 2013, led by vehicle marketing, where production grew by 9.9% according to ANFAVEA.Installed Capacity Use, or NUCI, calculated by the Fundação Getúlio Vargas, or FGV, reached 84.3% in December 2013, unchanged from the same month in the prior year.

In 2013, thereal 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 the worst 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 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 latest Federal Reserve figures, industrial production increased by 3.7% in 2013 and the installed capacity use closed the year at 79.2%, higher than the 77.8% recorded at the end of 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 December, the highest level 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 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 improvement, increasing by 1.8%. The manufacturing PMI averaged 57.2 points in the fourth quarter, the highest since the first quarter of 2011.


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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 17.6% in 2013,although, such investments are supposed to be replaced for incentives to consumption going 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 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 0.1% p.a.

Segments

Steel

For the years ended December 31, 2013, 2014 and 2015 our steel segment represented 63%, 65% and 68% of our net revenues, respectively, and 44%, 61% and 59% of our gross profit, respectively. In 2015, 60% of our steel revenues were in Brazil, and 40% were abroad, as compared to 75% and 25%, respectively, in 2014, and 78% and 22%, respectively, in 2013.

According to the World Steel Association or WSA(WSA), global crude steel production totaled 1.6 billion tons in 2013, 3.5% higher than in 2012,2015, 2.9% less when compared with 2014, with China responsible for 779804 million tons, recording growthor 50% of 7.5%. Existingthe global capacity use moved up by 1.9% over the year before to 78.1%.

Brazil 

According to the Brazilian Steel Institute (IABr), annual domestic crude steel production totaled 34.2 million tons, 1% less than in 2012, while rolled flat steel output, totaled 26.3 million tons, up by 2%.

Apparent domestic steel product consumption came to 26.2 million tons, 4% more than in 2012, while domestic sales moved up by 5% to 22.8 million tons. Imports came to 3.7 million tons, down by 2%, while exports dropped by 17% to 8.1 million tons.

Automotive

According to ANFAVEA, vehicle production totaled 3.7 million units in 2013, 9.9% more than in 2012. Vehicle sales totaled 3.8 million in the year,recording a decrease of 0.9% in relation to 2012. On the other hand, exports jumped 27% to 563,000 units, reaching a new record.

At the close of 2013, the federal government ruled that it willreimpose, between January and July 2014, the IPI tax (federal VAT) on vehicles.

Construction

According to the Construction Material 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 metropolitan region in 2013, 3% up on 2012.

  Distribution 

According to the Brazilian Steel Distributors’ Association, or INDA, domestic flat steel sales by distributors totaled 4.5 million tons in 2013, 4.3% more than 2012.

Home Appliances

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


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International

According to the WSA,crude steel output in China totaled 779 million tons in 2013, a 7.5% increase as compared to 2012 accounting for 49.2% of the global total output.2.3%. Japan's crude steel production increased 3.1%decreased 5.4%, totaling 110.6105 million tons in 2013.2015. In the European Union, production reached 165.6166 million tons in 2013,2015, corresponding to a 2.2% decrease as1.7% fall compared to 2012.2014. In theU.S., crude steel production totaled 8778 million tons in 2013, a 1.9%2015, an 11.4% decrease as compared to 2012.2014. Existing global capacity usage decreased by 7.4% over the year before to 69.7%.

According to the Brazilian Steel Institute (IABr), domestic crude steel production was 33.3 million tons in 2015, 1.9% less than in 2014, while rolled steel output totaled 22.6 million tons, down by 8.3% in the same period. 

Apparent domestic steel product consumption in Brazil amounted to 21.3 million tons in 2015, 13% less than in 2014, while domestic sales decreased 12% to 18.2 million tons.  Annual imports to Brazil were 3.2 million tons, 19% less than the year before, while exports increased 35% to 13.2 million tons.

Mining

For the years ended December 31, 2013, 2014 and 2015 our mining segment represented, 27%, 23% and 19% of our net revenues, respectively, and 44%, 24% and 24% of our gross profit, respectively. In 2013,2015, 95% of our mining revenues came from exports and 5% from the domestic market, as compared to 93% and 7%, respectively, in 2014, and 87% and 13%, respectively, in 2013.  


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In 2015, the seaborne iron ore market was positively affectedremained under pressure due to the increased supply capacity in Australia and Brazil. The adoption of cost reduction programs allowed junior producers to remain in the market. On the demand side, the infrastructure and construction, major steel consumers in China, showed a significant slowdown. Therefore, the steel volume produced by this country dropped 2% in 2015, the strong upturnfirst reduction in Chinese steel production. The Chinese government’s measures to restore liquidity and stimulate infrastructure helped push up demand for steel throughout the second half of 2013. Annualmore than three decades. In this scenario, iron ore imports increasedprices fell by 11%28% in 2013, 43% over 2012, reaching 798 million tons. As a result,2014, averaging US$55.50/dmt (Platts, 62% Fe, N. China). On April 29, 2016, the seaborneindex stood at US$65.85/dmt.

Nevertheless, according to CRU, the iron ore seaborne market grew by 8% to 1.2recorded growth of 2%, reaching 1.42 billion tons. China imported 914 million tons, a new record.

The Platts 62% Fe CFR China index averaged U.S.$135.19/dmt in 2013, 4% more than 2012.

1% increase when compared to 2014 and equivalent to almost 65% of total sales volume. Brazil the world’s second biggest iron ore exporter, exported 330shipped 364 million tons in 2013, 1%2015, 6% more than in 2012.

Logistics

Railway logistics

According to the National Rail Transport Association, or ANTF, the Brazilian railways transported 341 million tons of cargo in the first nine months of 2013.

Port logistics

According to ANTAQ, Brazil’s port installations handled around 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 2.5% compared to 2012.

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% more than in the same period the year before.

Cement

  Preliminary figures fromChina registered its most modest GDP growth in 25 years, reaching 6.9% during 2015. Industrial production, a strong indicator of the Brazilian Cement Industry Association, or SNIC, indicate domestic cement salescountry’s growth, grew by 6.1%, as compared to 8.3% in 2014, reinforcing prospects of 70 million tonsa slowdown in 2013.the short term.

Logistics, Port Logistics, Cement and Energy

The performance of our logistics, cement and energy segments are directly related to the performance of our steel and mining segments. For the years ended on December 31, 2013, 2014 and 2015, these segments represented an aggregate of 10%, 12% and 12% of our net revenues, respectively, and an aggregated of 12%, 15% and  17% of our gross profit, respectively. A material portion of the revenues in these segments is derived from our steel and mining operations, which utilize our logistics network and energy output.

Specific Events Affecting our Results of Operations

TLSA

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.

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, since December 27, 2013, we ceased to consolidate TLSA and began recognizing it in accordance with the equity accounting method. See “Note 7 to our consolidated financial statements included elsewhere in this Annual Report.

Congonhas Minérios

On November 30, 2015, we concluded the establishment of a strategic alliance with an asian consortium composed of ITOCHU Corporation, JFE Steel Corporation, POSCO, Ltd., Kobe Steel, Ltd., Nisshin Steel Co, Ltd. and China Steel Corp. (“Asian Consortium”).

The transaction consisted of a business combination of the iron ore and related logistic assets of CSN and Namisa.  The Asian Consortium contributed its equity interest of Namisa (40%) into Congonhas Minérios S.A. (“Congonhas Minérios”), a mining subsidiary of CSN,and CSN contributed the Casa de Pedra iron ore mine, its 60% ownership interest in Namisa, an 8.63% ownership interest in MRS and the rights to manage and operate the port concession in the Itaguaí Port (TECAR).


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Considering the position of Congonhas Minérios’ assets, the contributions made by the Asian Consortium in the transaction, as well as adjustments resulting from the negotiations between the parties and adjustments of debt, cash, working capital, CSN and the Asian Consortium held, respectively, equity stakes at 87.52% and 12.48% in the capital stock of Congonhas Minérios upon conclusion of the transaction.

Part of the iron ore produced byCongonhas Minérios will be sold to members of the Asian Consortium and to CSN. Such rights are reflected in long-term supply agreements entered into on November 30, 2015, which terms were negotiated on usual market conditions. CSN also ensured the use of TECAR for import of raw materials through a long-term agreement.

The transaction was concluded by the signing of a shareholders agreement by the shareholders of Congonhas Minérios, on November 30, 2015.

The following steps were carried out in order to conclude the transaction:

·Payment of dividends by Namisa before closing of the transaction, amounting US$1.4 billion (equivalent to R$5.4 billion);

·Restructuring of Congonhas Minérios through the contribution, by CSN, of assets and liabilities related to Casa de Pedra, the rights to operate TECAR, 60% of Namisa’s shares, 8.63% of MRS’ shares, and US$850 million in debt (equivalent to R$3,370 million, as presented in note 9.b of our Consolidated Financial Statements);

·Acquisition, by Congonhas Minérios, of 40% of the Namisa shares held by the Asian Consortium, resulting in the incorporation of Namisa by Congonhas Minérios;

·Signing of a shareholders agreement (“Shareholders’ Agreement”) by the shareholders of Congonhas Minérios;

·Payment by CSN of US$680 million relating to the acquisition of 4% of the shares held by the Asian Consortium in Congonhas Minérios and an additional US$ 27 million relating to the acquisition of 0.16% of the shares held by the Asian Consortium in Congonhas, amounting to US$ 707 million (equivalent to R$2.7 billion);

·     Settlement of the pre-existing agreements with Namisa for supply of high-silicon and low-silicon content ROM (Run of Mine), port services and ore beneficiation.

We applied IFRS 3 to record the November 2015 transaction, as there was a change of control of Namisa on November 30, 2015. We applied the acquisition method along with the step acquisition method. The acquirer for purposes of IFRS 3 was our subsidiary Congonhas Minérios which was also the surviving entity.

As a result of the step acquisition, we recognized a gain of R$2,792 million in the value of our 60% interest in Namisa. In addition, as a result of the application of items B51 and B52 of IFRS 3, we recognized a gain of R$621 million as a result of the termination of the then existing agreements between Namisa and Congonhas. We also recorded R$528 million in taxes on the gains from the transaction.

Additionally, there was a change in our interest in Congonhas without representing a loss of control in Congonhas. Our participation decreased from 100% to 87.52%. According to IFRS 10, this change should be classified as an equity transaction and the Brazilian Energy Research Company,resulting gain or EPE,loss on the new value of the participation must be recorded directly in 2013 Brazilian electricity consumption increased by 3.5% over 2012, led byequity. Because of this percentage change, we recorded a gain of R$1,945 million.

The sum of the commercialnet gains recorded in our results and residential segments, whichthe gains recorded respective growthin our shareholders’ equity was a total increase in our shareholders’ equity from the November 2015 transaction of 5.7% and 6.1%.R$4,830 million.

For further details, see Note 3 of our Consolidated Financial Statements included in this Annual Report.

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.


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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:

2013(1)

2012

2011

2015(1)

2014

2013

 

 

 

Brazilian Market(in thousands of tons)(2)

 

  

Total Flat and Long Steel

 

 

 

Production

26,256

26,381

25,053

22,629

24,917

26,264

Apparent Consumption

26,266

25,426

25,053

21,328

25,606

25,253

Hot-Rolled Coils and Sheets

 

  

Production

 

4,377

4,086

 

4,541

4,262

Apparent Consumption

 

3,412

3,496

 

3,602

3,627

Cold-Rolled Coils and Sheets

 

 

 

Production

 

2,860

2,738

 

2,516

2,753

Apparent Consumption

 

2,800

2,728

 

2,843

2,764

Galvanized Sheets

 

  

Production

 

2,980

2,582

 

2,887

3,020

Apparent Consumption

 

2,994

2,789

 

3,588

3,175

Tin Plates

 

 

 

Production

 

809

857

 

553

934

Apparent Consumption

 

512

593

 

534

560

Global Market(in millions of tons)

 

  

Crude Steel Production

1,607

1,547

1,518

1,622

1,670

1,649

Demand

 

1,412

1,395

___________

___________

 

___________

 

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.

Source: IABr and WSA.

 

(1) Some information for 2015 was not yet available as of the date of this annual report.

(1) Some information for 2015 was not yet available as of the date of this annual report.

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

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

 

 

 

 


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Product Mix and Prices

Sales trends in both the domestic and foreign 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.

Sales Volume(1)

 

 

Tons

 

 

% of Sales Volume

      

In Market*

 

Total

 

 

2015

2014

2013

 

2015

2014

2013

 

2015

2014

2013

Domestic Sales

           

Slabs

 

6

11

11

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

 

1,070

1,521

2,107

 

36%

41%

45%

 

21%

29%

34%

Cold-Rolled

 

558

682

798

 

19%

18%

17%

 

11%

13%

13%

Galvanized

 

820

1,028

1,248

 

27%

28%

27%

 

16%

20%

20%

Tin Mill

 

374

423

486

 

13%

11%

11%

 

7%

8%

9%

Long Steel

 

161

52

  

5%

1%

  

3%

1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

2,988

3,718

4,650

 

100%

100%

100%

 

60%

72%

76%

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales abroad

            

Slabs

 

 

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

 

235

53

20

 

12%

4%

1%

 

5%

1%

0%

Cold-Rolled

 

204

65

66

 

10%

4%

4%

 

4%

1%

1%

Galvanized

 

717

481

468

 

35%

33%

31%

 

14%

9%

8%

Tin Mill

 

141

115

159

 

7%

8%

10%

 

3%

2%

3%

Long Steel

 

724

746

754

 

36%

51%

54%

 

14%

14%

12%

Subtotal

 

2,022

1,460

1,467

 

100%

100%

100%

 

40%

28%

24%

             

Total

 

5,010

5,177

6,117

 

 

 

 

 

100%

100%

100%

             

Total Sales

 

 

 

 

 

 

 

 

 

 

 

 

Slabs

 

6

11

11

     

0%

0%

0%

Hot-Rolled

 

1,305

1,574

2,127

 

 

 

 

 

26%

30%

35%

Cold-Rolled

 

762

747

864

     

15%

14%

14%

Galvanized

 

1,537

1,509

1,716

 

 

 

 

 

31%

29%

28%

Tin Mill

 

515

538

645

     

10%

10%

11%

Long Steel

 

885

798

754

 

 

 

 

 

18%

15%

12%

Total

 

5,010

5,177

6,117

 

 

 

 

 

100%

100%

100%

¹% of Sales Volume in Market means  the participation of each line of product into the group of domestic sales and sales abroad.

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Net Operating Revenues(1)

 

 

In millions of R$

 

 

 

 

% of Net Operating Revenues

 

 

 

 

 

      

In Market*

   

Total

  

 

 

2015

2014

2013

 

2015

2014

2013

 

2015

2014

2013

Domestic Sales

           

Slabs

 

6

11

10

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

 

1,789

2,769

3,471

 

27%

33%

37%

 

16%

25%

29%

Cold-Rolled

1,060

1,411

1,509

 

16%

17%

16%

 

9%

13%

12%

Galvanized

 

1,991

2,609

2,888

 

30%

31%

30%

 

18%

23%

24%

Tin Plate

 

1,475

1,589

1,651

 

22%

19%

17%

 

13%

14%

14%

Long steel

 

291

105

  

4%

1%

  

3%

1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

 

6,612

8,493

9,529

 

100%

100%

100%

 

59%

75%

79%

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales abroad

           

Slabs

 

-

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

 

386

81

30

 

9%

3%

0%

 

3%

1%

0%

Cold-Rolled

403

124

112

 

9%

5%

4%

 

4%

1%

1%

Galvanized

 

1,734

1,009

893

 

40%

37%

33%

 

16%

9%

7%

Tin Plate

 

421

280

345

 

10%

10%

13%

 

4%

2%

3%

Long steel

 

1,388

1,269

1,223

 

32%

46%

50%

 

12%

11%

10%

Subtotal

 

4,332

2,764

2,603

 

100%

100%

100%

 

39%

25%

21%

             

Total

 

10944

11,257

12,132

 

 

 

 

 

100%

100%

100%

             

Total Sales

 

 

 

 

 

 

 

 

 

 

 

 

Slabs

 

6

11

10

        

Hot-Rolled

 

2,175

2,849

3,501

 

 

 

 

 

 

 

 

Cold-Rolled

1,463

1,535

1,621

        

Galvanized

 

3,725

3,618

3,781

 

 

 

 

 

 

 

 

Tin Plate

 

1,896

1,869

1,996

        

Long steel

 

1,679

1,375

1,223

 

 

 

 

 

 

 

 

Subtotal

 

10,944

11,257

12,132

     

0%

0%

0%

 

 

 

 

 

 

 

 

 

 

 

 

 

By-Product

 

215

89

261

     

2%

1%

2%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

11,159

11,346

12,393

 

 

 

 

 

100%

100%

100%

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%

¹% of Sales Volume in Market means  the participation of each line of product into the group of domestic sales and sales abroad.


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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%


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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,

 

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

GDP growth 

 

2.3%

 

0.9%

 

2.7%

Inflation (IPCA)(1)

 

5.9%

 

5.8%

 

6.5%

Inflation (IGP-M)(2)

 

5.5%

 

7.8%

 

5.1%

CDI(3)

 

8.1%

 

8.4%

 

11.6%

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

 

(14.6)%

 

(8.9)%

 

(12.6)%

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.

(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.

(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. Ourdollars and 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 appreciationdepreciation of the U.S. dollarBrazilian real against the U.S dollarreal has the following effects on the results of our operations expressed in U.S. dollars:operations:

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

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

·         Financial expenses are increased to the extent to which theour exposure to U.S. dollar-denominated debt is not protected. However, to the extent our future export transactions are hedged by our U.S. dollar denominated debt, our foreign exchange variation generated from the debt used as a hedge instrument is recognized directly in net equity as Other Comprehensive Income and will be charged against income at the time the future export transactions occur.

The appreciationdepreciation of theBrazilian realagainst the U.S.U.S dollarhas the following effects on the results of our operations expressed in U.S. dollars:operations:

·        DomesticForeign revenues tend to be higherlower (in comparison with prior years) and this effect is magnifiedpartially offset 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 incomeexpense is increasedreduced to the extent to which theour exposure to U.S. dollar-denominated debt is not protected. However, to the extent our future export transactions are hedged by our U.S. dollar denominated debt, our foreign exchange variation generated from the debt used as a hedge instrument is recognized directly in net equity as Other Comprehensive Income and will be charged against income at the time the future export transactions occur.


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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 tothe 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 inmay use 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.”  


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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 20112012, the index increased 5.1%7.8% and in 20122013, 2014 and 2013,2015, the IGP-M index increased 7.8%5.9%, 3.7% and 5.5%10.5%, respectively.respectively, driven by domestic factors (including the increase in regulated prices, such as gasoline and energy) as well external factors such as the strength of the U.S. dollar.

Inflation also 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:

 

 

 

Year ended December 31,  

 

 

2013  

 

2012  

 

2011  

 

 

 

 

 

 

 

Inflation (IGP-M)(1)

 

5.9%

 

7.8%

 

5.1%

CDI(2)

 

8.1%

 

8.4%

 

11.6%

_______________

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

(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).

Year Ended December 31,

 

 

2015

 

2014

 

2013

Inflation (IGP-M)1

 

10.50%

 

3.70%

 

5.90%

 CDI2

 

13.20%

 

10.80%

 

8.10%

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

       

(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).

 

Accounting for mining production utilized by our steel production

We are currently self-sufficient regarding the iron ore used in our steel production.production except for pellets. The iron ore required is extracted from our Casa de Pedra mine, which in 20132015 amounted to approximately 5.75.0 million tons of its total iron ore production of approximately 19.426.2 million tons. The remainder of the iron ore production is sold to third parties in Brazil and throughout the world.

The cost of iron ore regarding our steel production is recorded on our income statement in the cost of goods sold line item as its extraction cost plus transport from the mine. In 2013, 20122015, 2014 and 2011,2013, these costs were R$372R$366 million, R$280422 million and R$283372 million, respectively.  


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After the closing of the transaction between CSN and the Asian Consortium, as announced on December 12, 2014 and November 30, 2015 the cost of iron ore regarding our steel production will be recorded as from December, 2015 at adjusted market prices and conditions, instead of its extraction cost plus transport from the mine, as our mining operations will be concentrated in our controlled company, Congonhas Minérios S.A, which will sell iron ore to CSN to produce steel. Details of the transaction between CSN and the Asian Consortium and related conditions precedent for closing are described on Item “4D. Property, Plant and Equipment”, Acquisitions and Dispositions.

Critical Accounting Estimates

We prepared our consolidated financial statements as of and for the year ended December 31, 20132015 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.


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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 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 assess 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.


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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, 2013,2015, we owned, directly and indirectly, 20.69% of the preferred shares (USIM5) and 14.13% of the common shares (USIM3)(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, 2013.2015.

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.


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In light of the necessity to reviewThe useful lives at leastare reviewed every financialfiscal year in 2013 management performed the review for all the Company’s units. See further details in Note 10 to our consolidated financial statements.

Fair value of business combinations

We estimateThe acquisition method is used to account for each business combination that we conduct. The payment obligation transferred by acquiring an entity is measured by the fair value of the assets transferred, liabilities incurred and equity instruments issued. 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 of ourin a business combinations as required by IFRS 3 “Business Combination”. Accordingly, when determiningcombination are initially measured at their fair values at the purchase price allocations of our business acquisitions, we adjustacquisition date. We recognize non-controlling interests in the acquiree according 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 acquirerproportional non-controlling interest held 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.acquiree’s net assets.

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 “Finance“Financial income” and “Finance costs”“Financial expenses”. Although the Company uses derivativeWe use derivatives for hedging purposes, it does notpurposes. We apply hedge accounting.accounting on our cash flow hedge in order to protect ourselves against exposure to changes in cash flows due to foreign currency risk associated with our recognized debt and with highly probable forecast transactions that may affect our net results. Our hedging instrument are non-derivative monetary items. Therefore, the effective portion of the foreign exchange gains and losses are accounted for in other comprehensive income. The ineffective portion of the gain or loss on the hedging instrument, if any, is accounted for in income (loss). 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

 


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We sponsor defined benefit pension plans covering some of our retirees. We account for these benefits in accordance with IAS 19, “Employee Benefits”. The determination of the amount of our obligations for pension benefits depends on certain actuarial assumptions. These assumptions are described in Note 2827 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 in profit or loss until the benefits become vested. The Company recognize all the actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive 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 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 is 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


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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.

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 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” forFor further information on the judicial and administrative proceedings in which we are involved.involved, see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings”.


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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.

The tangible assets that are mine-specific, are depreciated over the shorter of the normal useful lives of such assets or the useful life of the mine.

Exploration expenditures are recognized as expenses until the viability of mining activities is established, after this period the subsequent development costs are capitalized. Exploration and valuation expenditures include:

·Research and analysis of historical data related to area exploration;

·Topographic, geological, geochemical and geophysical studies;

·Determine the mineral asset’s volume and quality/grade;

·Examine and test the extraction processes and methods;

·Topographic surveys of transportation and infrastructure needs;

·Market and financial studies;

The development costs of new mineral deposits or capacity expansion in mine operations 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).

Stripping costs (the costs associated with the removal of overburden 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.

Stripping costs in the production phase are included in the cost of the inventory produced, except when a specific extraction campaign is made to access deeper deposits than of the ore body. In these cases, costs are capitalized and taken to noncurrent assets when the mineral ore deposit is extracted and are amortized over the useful life of the ore body.

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 formaintenance 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.


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As of December 31, 2015, 2014 and 2013, the Company capitalized borrowing costs amounting to R$166.4 million, R$165.8 million  and R$490.7 million, respectively. These costs are basically estimated for the cement, mining and long steel projects, mainly relating to: new integrated cement plant, (ii) Casa de Pedra expansion (iii); long steel mill in the city of Volta Redonda (RJ).

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.


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As of December 31, 2015, 2014 and 2013, and 2012 the amountCompany capitalized in property, plant and equipment wasborrowing costs amounting to R$152166.4 million, R$165.8 million and R$273490.7 million, respectivelyrespectively. These costs are basically estimated for the cement, mining and long steel projects, mainly relating to: new integrated cement plant, (ii) Casa de Pedra expansion (iii); long steel mill in the amount expended was R$1,297 million and R$1,019 million, respectively.

city of Volta Redonda (RJ).

Recently Issued Accounting Pronouncements Adopted and Not Adopted by Us

For a description onThe standards, amendments to standards and interpretations that became effective as from January, 2015 were not applicable to the recentlyGroup.

Additionally, the standards, amendments to standards and IFRS interpretations issued accounting pronouncements, seeby the IASB that are not yet effective and were not early adopted by the Group for the year ended December 31, 2015 is described in Note 2 to our consolidated financial statements contained in “Item 18. Financial 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, 2013, 20122015, 2014 and 2011:2013:

 

Year Ended December 31,

 

Year Ended December 31,

Income Statement Data:

 

2013

 

2013

 

2012

 

2011(1)

 

2015 

 

2015

 

2014

 

2013

 

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

 

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

 

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

 

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

Net operating revenues

 

7,389

 

17,312

 

15,229

 

16,520

 

3,927

 

15,332

 

16,126

 

17,312

Cost of products sold

 

(5,302)

 

(12,423)

 

(11,259)

 

(9,801)

Cost of sales and/or services

 

-3,022

 

-11,800

 

-11,592

 

-12,423

Gross Profit

Gross Profit

2,087

 

4,889

 

3,970

 

6,719

Gross Profit

905

 

3,532

 

4,534

 

4,889

Operating expenses

 

 

 

 

 

 

 

 

        

Selling

 

(373)

 

(875)

 

(774)

 

(604)

 

-368

 

-1,436

 

-1,042

 

-875

General and administrative

 

(207)

 

(486)

 

(468)

 

(576)

 

-121

 

-471

 

-438

 

-486

Equity in results of affiliated companies

 

67

 

158

 

642

 

0

 

297

 

1,160

 

331

 

158

Other expenses

 

(484)

 

(1,134)

 

(2,763)

 

(501)

Other income

 

242

 

567

 

111

 

719

Other operating expenses

 

-342

 

-1,334

 

-657

 

-1,134

Other operating income

 

955

 

3,727

 

90

 

567

Total

 

(755)

 

(1,770)

 

(3,252)

 

(962)

 

422

 

1,646

 

-1,716

 

-1,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

1,332

 

3,120

 

719

 

5,757

 

1,326

 

5,178

 

2,818

 

3,120

Non-operating income (expenses), net

 

 

 

 

 

 

 

 

Financial Results

 

 

 

 

 

 

 

 

Financial income

 

73

 

171

 

391

 

717

 

125

 

492

 

172

 

171

Financial expenses

 

(1.145)

 

(2.683)

 

(2,543)

 

(2,723)

 

-989

 

-3,865

 

-3,253

 

-2.683

 

 

 

 

 

 

 

 

        

Income before taxes

 

259

 

608

 

(1,433)

 

3,751

 

-462

 

-1,805

 

-263

 

608

Income tax

 

 

 

 

 

 

 

 

Income taxes

        

Current

 

(551)

 

(1,291)

 

(322)

 

(136)

 

-98

 

-381

 

-528

 

-1,291

Deferred

 

519

 

1,217

 

1,275

 

52

 

49

 

192

 

679

 

1,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

228

 

534

 

(481)

 

3,667

 

-48

 

-189

 

151

 

-74

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

228

 

534

 

(481)

 

3,667

Net income (loss) for the year

 

414

 

1,616

 

-112

 

534

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interest

 

11  

 

25

 

(61)

 

(39)

Net Income (loss) income attributable to noncontrolling interest

 

92

 

358

 

-7

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Companhia Siderúrgica Nacional

 

217

 

509

 

(421)

 

3,706

Net (loss) income attributable to Companhia Siderúrgica Nacional

 

322

 

1,258

 

-105

 

509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

        

Basic (loss) earnings per common share

 

0.2374

 

0.9269

 

-0.0744

 

0,34913

Diluted (loss) earnings per common share

 

0.2374

 

0.9269

 

-0.0744

 

0,34913

 

(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.


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Year 20132015 Compared to Year 20122014

We maintain integrated operations in five business segments: steel, mining, logistics, cement and energy. We manage and control the performance of our various business segments, considering the proportional interest in our jointly controlled entities, MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, reflected on figures described below, which may differ from those accounted according to IFRS.

In 2013, the financial statement was substantially impacted by the deconsolidation of Transordestina Logística S.A., which began to be recognized under the equity accounting method, due to the partial spin-off and the entry into effect of the new shareholders’agreement.

Since December 1, 2015, we have been consolidating Namisa, which was recorded under the equity method until November 30, 2015.On December 31, 2015 Namisa was merged into Congonhas Minérios.

Our consolidated results for the years ended December 31, 2015 and 2014 by business segment are presented below:

Year Ended December 31, 2015

(in millions of R$)

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

11,203

3,187

213

1,157

432

245

-1,104

15,332

Domestic Market

6,757

175

213

1,157

432

245

-1,227

7,752

Export Market

4,446

3,012

-

-

-

-

122

7,580

Cost of goods sold

-9,127

-2,324

-142

-788

-330

-196

1,107

-11,800

Gross profit

2,076

864

71

369

102

49

2

3,532

Adjusted EBITDA*

1,791

1,171

63

469

75

43

-361

3,251

 

Year Ended December 31, 2014

(in millions of R$)

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

11,492

4,109

202

1,105

440

324

-1,547

16,126

Domestic Market

8,650

307

202

1,105

440

324

-1,063

9,966

Export Market

2,841

3,803

    

-484

6,160

Cost of goods sold

-8,672

-2,986

-138

-753

-295

-187

1,439

-11,592

Gross profit

2,820

1,123

65

352

145

138

-109

4,534

Adjusted EBITDA*

2,935

1,429

68

407

116

135

-361

4,729

*For more information on Adjusted EBITDA see “Results of Operations—Adjusted EBITDA.”

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Net Operating Revenues

Net operating revenues decreased R$794 million, or 5%, from R$16,126 million recorded in 2014 to R$15,332 million in 2015, due to the lower prices practiced in the mining segment.

Net domestic revenues decreased 22%, from R$9,966 million in 2014 to R$7,752 million in 2015, while net revenues of exports and sales abroad increased 23%, from R$6,160 million in 2014 to R$7,580 million in 2015, given the slowdown in the domestic economy and our strategy to redirect our sales to the foreign market.

Steel

Steel net operating revenues decreased R$289 million, or 3%, from R$11,492 million in 2014 to R$11,203 million in 2015, due to a decrease in sales volume of 4% from 5,177 thousand tons in 2014 to 4,990 thousand tons in 2015.

Steel net domestic revenues decreased R$1,894 million, or 22%, from R$8,650 million in 2014 to R$6,757 million in 2015, due to a decrease  in sales volume of 20%, from 3,717 in 2014 to 2,969 million tons in 2015.  

Steel net revenues from exports and sales abroad increased R$1,605 million, or 56%, from R$2,841 million in 2014 to R$4,446 million in 2015, due to an increase of 39% in the sales volume to the foreign markets, based on the strategy to redirect sales as discussed above, from 1,460 in 2014 to 2,022 thousand tons in 2015.

Net Operating Revenues

Mining

Total mining net operating revenues decreased R$922 million, or 22%, from R$4,109 million in 2014 to R$3,187 million in 2015, mainly due to a decrease of 43% in average international iron ore prices, from US$97/dmt in 2014 to US$55/dmt in 2015, principally due to an increased supply capacity in Australia and Brazil, in addition to the significant slowdown in the infrastructure and construction sector, major steel consumers in China.

Mining net export revenues decreased R$791 million, or 21%, from R$3,803 million in 2014 to R$3,012 million in 2015, mainly due to the decrease of 43% in average international iron ore prices partially offset by increased export sales volumes.

Mining net domestic revenues decreased R$132 million, or 43%, from R$307 million in 2014 to R$175 million in 2015,  mainly due to the decrease in iron ore prices and, to reduced sales volumes.

Logistics


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Logistics net operating revenues increased R$62 million, or 5%, from R$1,307 million in 2014 to R$1,370 million in 2015. In 2015, net revenue from railway logistics totaled R$1,157 million and net revenue from port logistics amounted to R$213 million, while in 2014, net revenue from railway logistics totaled R$1,105 million and net revenue from port logistics amounted to R$202 million.

Cement

Cement net revenue decreased R$9 million, or 2%, from R$440 million in 2014 to R$432 million in 2015, mainly due to a decrease of 1% in cement sales volume from 2,209 thousand tons in 2014 to 2,182 thousand tons in 2015.

Energy

Our net operating revenues from the energy segment decreased R$80 million, or 25% of total net revenue from the energy segment, from R$324 million in 2014 to R$245 million in 2015, mainly due to the reduction of surplus energy available for selling and lower energy prices.

Cost of Products Sold

Consolidated cost of products sold increased R$208 million, or 2% from R$11,592 million in 2014 to R$11,800 million in 2015, due to the impact from the foreign exchange variation on steel production cost partially compensated by a reduction of R$662 million in the cost of products sold in the mining segment.

Steel

Consolidated steel costs of products sold were R$9,127 million in 2015, representing a 5% increase as compared to the R$8,672 million in 2014, mainly due to increased cost of imported raw materials, higher electricity consumption and maintenance.

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. 

Steel Production Cost

2015

2014

Variation 2015 Vs. 2014

 

R$ million

R$ / ton

R$ million

R$ / ton

R$ million

R$ / ton

Raw Materials

3,242

726

3,398

702

-156

-34.6

Iron Ore

377

84.33

422

87.3

-45

13.2

Coal

670

150

748

154.8

-78

-4.3

Coke

874

195.7

694

143.6

180

-9.9

Metals

443

99.1

335

69.4

108

7.8

Outsourced Slabs

278

62.29

467

96.7

-189

-38.2

Pellets

296

66.26

399

82.6

-103

3.1

Scrap

48

10.68

74

15.3

-26

-7.3

Other1

256

57.4

251

51.9

5

1

Labor

777

173.9

706

146.1

71

18.9

Other Production Costs

 

2,471

 

553

 

2,359

 

488.2

 

112

-33.3

Energy / Fuel

718

160.9

495

102.4

223

-21.5

Services and Maintenance

866

194

910

188.3

-44

7.1

Tools and Supplies

264

59.1

260

53.9

4

-4.5

Depreciation

408

91.4

575

119.1

-167

-10.7

Other

214

47.9

119

24.5

95

-3.7

Total

6,489

1,453

6,455

1,336

34

-49

(1) Includes limestone and dolomite

            


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We are self-sufficient in almost all 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 have  applied, beginning January 1, 2013, IFRS 10 - Consolidated Financial Statements, which establishes principles forobtain our iron ore requirements except pellets from our Casa de Pedra mine located in the presentationstate of Minas Gerais, and preparationthe limestone and dolomite from our Bocaina mine in the city of consolidated financial statements when an entity controls one or more entities,Arcos, in the state of Minas Gerais. All coal and IFRS 11 - Joint Arrangements, which requires a new valuation of joint arrangements, focusing on the rights and obligationsportion of the arrangement, insteadcoke we consume are acquired from different international producers “See Item 4B—Raw Materials and Suppliers.”

Our steel production costs increased R$34 million, or 0,5%, from R$6,455 million in 2014 to R$6,489 million in 2015, mainly due to the increased cost of its legal form. In accordance withimported raw materials, higher electricity consumption and maintenance.

Our costs regarding purchase of outsourced slabs from third parties decreased R$189 million, or 40%, from R$467 million in 2014 to R$278 million in 2015, due to lower consumption of slabs purchased from third parties.

Our coke costs increased R$180 million, or 26%, from R$694 million in 2014 to R$874 million in 2015, corresponding to 13% of our steel production cost and an increase of 45% in energy consumption, partially offset by the new standards,depreciation of the proportionate consolidation method for jointly controlled entites is no longer permitted. Asreal.

Our coal costs decreased R$78 million, or 10%, from R$748 million in 2014 to R$670 million in 2015, corresponding to 10% of our steel production cost, mainly due to lower international coal prices, partially offset by the depreciation of the real.

Our scrap costs decreased R$26 million, or 35%, from R$74 million in 2014 to R$48 million in 2015, mainly due to lower consumption.

Other production costs including energy/fuel, services and maintenance, tools and supplies and depreciation increased R$112 million or 5%, from R$2,359 million in 2014 to R$2,471 million in 2015.

Mining

Our mining costs of products sold decreased R$662 million, or 22%, from R$2,986 million in 2014 to R$2,324 million in 2015, mainly due to the decrease in volume sold and purchased from third parties.

Logistics

Cost of services attributable to our logistics segment increased R$39 million, or 4%, from R$891 million in 2014 to R$930 million in 2015, due to the increases of R$35 million and R$4 million in the costs of railway logistics and port logistic services, respectively. For railway logistics the increase was mainly due to an increase in costs from MRS. For port logistics services, the increase was the higher volume of steel products transported during the period.

Cement

Cost of products sold attributable to our cement segment increased R$35 million, or 12%, from R$295 million reported in 2014 to R$330 million in 2015, mainly due to purchase of Clinker to supply the Arcos plant.

Energy


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Cost of products sold attributable to our energy segment increased R$9 million, or 5%, from R$187 million in 2014 to R$196 million in 2015.

Gross Profit

Gross profit decreased R$1,002 million, or 22%, from R$4,534 million in 2014 to R$3,532 million in 2015, due to the decrease of R$794 million in net revenues and to the increase of R$208 million in cost of products sold, as discussed above..

Steel

Gross profit in the steel segment decreased R$744 million, or 26%, from R$2,820 million in 2014 to R$2,076 million in 2015.

Mining

Our gross profit in the mining segment decreased R$260 million, or 23% from R$1,123 million in 2014 to R$864 million in 2015.

Logistics

Gross profit in the logistics segment decreased R$23 million, or 5%, from R$416 million in 2014 to R$440 million in 2015.

Cement

Gross profit in the cement segment decreased R$44 million, or 30% from R$145 million in 2014 to R$102 million in 2015.

Energy

Gross profit in energy segment decreased R$89 million, or 64%, from R$138 million in 2014 to R$49 million in 2015.

Selling, general and administrative

Selling, general and administrative expenses increased R$426 million, or 29%, from R$1,480 million in 2014 to R$1,906 million in 2015. Selling expenses increased R$394 million, or 38%, from R$1,042 million in 2014 to R$1,436 million in 2015, mainly due to an increase of iron ore CIF sales (sales including insurance and freight costs), while general and administrative expenses increased R$32 million, or 7%, from R$438 million in 2014 to R$470 million in 2015.

Other operating income (expenses)

We had an increase of R$2,958 million in “Other Operating Income and Expenses” to a net operating income of R$2,392 million in 2015 as compared to R$567 million of other net operating expenses in 2014 mainly due to the gain of R$3,413 million, composed of a positive impact of R$2,792 million of remeasurement at fair value of our previous 60% stake in Namisa and a gain in the settlement of preexisting relationship of R$621 million as a result of the business combination, as explained in Item 5A “Specific Events Affecting our Results of Operations – Congonhas Minérios” section. Additionally, in 2015 we recorded tax credits of PIS and COFINS in the amount of R$234 million which we can use to pay future tax obligations.

The gains above were partially offset by the increase in impairment of available-for-sale financial assets of R$350 million and increase in provisions for tax, social security, labor, civil and environmental risks in the amount of  R$290 million. For more information, see Note 22 to the consolidated financial statements included in “Item 18. Financial Statements”.

Equity Result in Results of Affiliated Companies

Equity result increased R$829 million, or 250%, from income of R$331 million in 2014 to R$1,160 million in 2015, mainly due to the increase on the result of the jointly-controlled investee Namisa fromR$673 million for the year ended December 31, 2014 to R$1,157 million for the eleven-month period ended November 30, 2015, due to the exchange rate variation over Namisa’s cash,position both proportional to our interest in this subsidiary.


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The investment in Namisa was accounted for under the equity method until November 30, 2015. In December CSN exchanged a stake in Congonhas Minérios for the 40% stake of the Consortium in Namisa and CSN became the majority shareholder of Namisa; accordingly, Namisa was consolidated as from December 1st, 2015.  Details of the transaction between CSN and the Asian Consortium and related conditions precedent for closing are described on  Item 4D. Property, Plant and Equipment, Acquisitions and Dispositions.

Operating Income

Operating income increased R$2,360 million, or 84%, from R$2,818 million in 2014 to R$5,178 million in 2015 due to:

·The gain of R$3,413 million arisen from the business combination of Namisa; and

·an increase of R$829 million in equity result partially offset by;

·a decrease of R$1,002 million in gross profit; and

·and an increase of R$425 million in selling, general and administrative expenses.

Financial expenses (income), net

Our financial income and expenses generated a net financial expenses of R$3,373 million in 2015 as compared to a net financial expenses of R$3,081 million, an increase of R$292 million in our financial expenses. This increase was mainly due to the depreciation of theReal which generated an increase in foreign exchange losses of R$1,239 million in 2015 in comparison to 2014, partially offset by: (i) a higher gain in our derivatives transactions of R$603 million in 2015 in comparison to 2014 and;  (ii)  R$135 million greater financial income from short-term investments as a result of the strategy of repatriation of cash previously held in our offshore subsidiaries.

 Hedge Accounting

CSN regularly exports a large portion of its iron ore production, as well as steel products. The revenue in reais from these exports is impacted by the fluctuation of the exchange rate. On the other hand, CSN raises funds in foreign currency through borrowings and financings, in addition to imports of metallurgical coal and coke which are used in its steelmaking process, among other production inputs. These dollar liabilities act as a natural hedge for oscillations in export revenue.

In order to better reflect the effect of exchange fluctuations on its financial statements, as of   December 31, 2014 CSN began to designate part of its U.S. dollar-denominated liabilities as a hedge for future exports. As a result, the exchange variation arising from these liabilities were temporarily recorded directly in net equity as Other Comprehensive Income totaling to R$1,520 as of December 31, 2015. The said amount is transferred to the income statement when the exports take place, thus allowing impacts from the exchange fluctuation on liabilities and exports to be recorded simultaneously. It is important to note that the adoption of hedge accounting does not involve the contracting of any type of financial instrument.For more information, see Note “11.d) Transactions with Derivative Financial Instruments” in our consolidated financial statements.

Income Taxes

Income tax expense in Brazil refers to federal income tax and social contribution. The statutory rates for these new standards,taxes applicable to the periods presented herein were 25% for federal income tax and 9% for the social contribution. Adjustments are made to the income in order to reach the effective tax expense or benefit in each fiscal year. As a result, our effective tax rate among exercises presents volatility.

At the statutory rates the balances owed totaled expenses of R$614 million in 2015 and a benefit of R$90 million in 2014 (34% of income before taxes and adjustments to the income). After adjustments to meet the effective rates, we recorded expenses for income tax and social contribution of R$189 million in 2015, as compared to a benefit of R$151 million in 2014. Expressed as a percentage of pre-tax income,


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income tax moved from 57% in 2014 to 10% in 2015. For the year ended December 31, 2015, these adjustments totaled a benefit of R$425 million, comprised mainly of:

·a positive R$394 million adjustment related to equity result;

·a benefit of R$829 million related to results of subsidiaries taxed at different rates or not taxed;

·R$632 million positive impact related to the remeasurement at fair value of the 60% stake in Namisa as a result of the business combination of the former joint-controlled entity;

·a negative R$177 million adjustment related to tax loss and negative basis for which the tax credit was not recorded, and

·a negative impact of R$1,143 million related to tax credits not recorded in the year.

For further information, see Note 15 to our consolidated financial statements.”

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) for the year

In 2015, the Company no longer consolidates itsrecorded a net profit of R$1,616 million, as compared to a net loss of R$112 million in 2014.

Year 2014 Compared to Year 2013

We maintain integrated operations in five business segments: steel, mining, logistics, cement and energy. We manage and control the performance of our various business segments,  considering the proportional interest in our jointly controlled entities, Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, andreflected on figures described below, which may differ from those accounted according to IFRS.

In 2013, the financial statement was substantially impacted by the deconsolidation of Transordestina Logística S.A. which began accounting for these investmentsto be recognized 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 respectaccounting method, due to the adoption of IFRS 10 and IFRS 11. As a result, the financial statements as of and for the year ended December 31, 2012partial spin-off and the opening balance sheet  as of January 1, 2012 have been  restated for the effectsentry into effect 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.

shareholders’agreement.

Our consolidated results for the years ended December 31, 20132014 and 20122013 by business segment are presented below:

R$ million

 

 

Logistics

 

 

Year Ended
December
31, 2013

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

12,393

5,297

195

1,074

416

212

(2,274)

17,312

Domestic Market

9,696

680

195

1,074

416

212

(1,025)

11,247

Export Market

2,697

4,617

 

 

 

 

(1,249)

6,065

Cost of goods sold

(9,962)

(2,829)

(97)

(708)

(277)

(161)

1,612

(12,423)

Gross profit

2,431

2,468

97

366

139

50

(662)

4,890

Adjusted EBITDA*

2,454

2,618

82

406

101

47

(304)

5,404

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, 2014

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

11,492

4,109

202

1,105

440

324

-1,547

16,126

Domestic Market

8,650

307

202

1,105

440

324

-1,063

9,966

Export Market

2,841

3,803

 

 

 

 

-484

6,160

Cost of goods sold

-8,672

-2,986

-138

-753

-295

-187

1,439

-11,592

Gross profit

2,820

1,123

65

352

145

138

-109

4,534

Adjusted EBITDA*

2,935

1,429

68

407

116

135

-361

4,729

R$ million

 

 

Logistics

 

 

Year Ended
December
31, 2013

Consolidated Results

Steel

Mining

Port Logistics

Railway Logistics

Cement

Energy

Eliminations

Consolidated

Net operating revenues

12,393

5,297

195

1,074

416

212

-2,274

17,312

Domestic Market

9,696

680

195

1,074

416

212

-1,025

11,247

Export Market

2,697

4,617

 

 

 

 

-1,249

6,065

Cost of goods sold

-9,962

-2,829

-97

-708

-277

-161

1,612

-12,423

Gross profit

2,431

2,468

97

366

139

50

-662

4,890

Adjusted EBITDA*

2,454

2,618

82

406

101

47

-304

5,404

*For more information on Adjusted EBITDA see “Results of Operations—Adjusted EBITDA.”


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Net Operating Revenues

Net operating revenues increaseddecreased R$2,0841,186 million, or 13.7%7%, from R$15,22917,312 million recorded in 20122013 to R$17,31216,126 million in 2013,2014, due to an increase in revenues from our steel, mining, logistics and cement segments, partially offset by a decrease in revenues from our energy segment.steel and mining segments.

Net domestic revenues increased 7.5%decreased 11%, from R$10,459 million in 2012 to R$11,247 million in 2013 andto R$9,966 million in 2014, while total net revenues of exports and sales abroad increased 27.1%2%, from R$4,770 million in 2012 to R$6,065 million in 2013.2013 to R$6,160 million in 2014.

Steel


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Steel net operating revenues increaseddecreased R$1,591902 million, or 14.7%7%, from R$10,802 million in 2012 to R$12,393 million in 2013 to R$11,492 million in 2014, due to an increasea decrease in sales volume of 4.9%15% from 5,829 thousand tons in 2012 to6,117 thousand tons in 2013 and to 5,177 thousand tons in 2014, partially offset by an increase of 8.9%10% in our average steel prices.prices

Steel net domestic revenues increaseddecreased R$1,2181,045 million, or 14.4%11%, from R$8,478 million in 2012 to R$9,696 million in 2013 to R$8,650 million in 2014, due to an increasea decrease of 3.4%20% in sales volume from 4,495 thousand tons in 2012 to 4,650 thousand tons in 2013 andto 3,718 thousand tons in 2014, mainly due to a reduction in domestic flat steel sales, impacted by the 3.2% downturn in industrial activity, as apparent steel consumption has a direct correlation with the GDP growth. This decrease in sales volume was partially offset by an increase of 11% in the average domestic steel prices.prices, driven principally by the real depreciation, which causes steel imports to become relatively more expensive.

Steel net revenues from exports and sales abroad increased R$373144 million, or 16.1%5%, from R$2,324 million in 2012 to R$2,697 million in 2013 with sales volume increasing 10.0% to 1,467 thousand tonsR$2,841 million in 2013, from 1,334 thousand tons in 2012 and2014, due to an increase of 7% in the average steel prices to the foreign market.

market given the real depreciation, which results in more favorable conditions to compete abroad, as our foreign prices are sensitive to international prices and the exchange rate. Our sales volume to the foreign markets remained stable in 2014 at 1,460 thousand tons when compared to 2013.MiningLogistics

MiningLogistics net operating revenues increased R$81238 million, or 18.1%3%, from R$4,485 million in 2012 to R$5,297 million in 2013, mainly due to an increase of 6.7% in the consolidated iron ore sales and due to higher iron ore prices.

Mining net export revenues increased R$845 million, or 22.4%, from R$3,772 million in 2012 to R$4,617 million in 2013, mainly due to an increase of 8.5% in iron ore sales volume and higher international iron ore prices.

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 foreign market.

Logistics

Logistics net operating revenues an increased R$51 million, or 4.2%, from R$1,2181,269 million reported in 20122013 to R$1,2691,307 million in 2013.2014. In 2014, net revenue from railway logistics totaled R$1,105 million and net revenue from port logistics amounted to R$202 million, while 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,million.

Our net revenue from railway logistics totaledlogistic services to third parties was R$1,067 1,015 million, andor 78% of total net revenue from port logistics amountedlogistic services, in 2014 and R$1,000 million, or 79%, in 2013.

Mining

Total mining net operating revenues decreased R$1,188 million, or 22%, from R$5,297 million in 2013 to R$151 million.4,109 million in 2014, mainly due to:

·A decrease of 28% in average international iron ore prices, from US$135/dmt in 2013 to US$97/dmt in 2014, principally due to a substantial upturn in exports by the main Australian mining companies coupled with a resilience of the high-cost Chinese producers, along with the downturn in investments in the China’s real estate setor due to the gradual slowdown of the economy.

·The decrease in iron ore prices was partially offset by an increase of 17% in our iron ore sales, from 21.5 million tons in 2013 to 25.2 million tons in 2014. This volume increase came mainly from Casa de Pedra mine, which sales increased 29%, from 15.3 million tons in 2013 to 19.8 million tons in 2014, given the expansion of its iron ore production, which increased 40%, from 15.4 million tons in 2013 to 21.6 million tons in 2014, due to the ramp up of this mine.

Mining net export revenues decreased R$814 million, or 17%, from R$4,617 million in 2013 to R$3,803 million in 2014, mainly due to the decrease of 28% in average international iron ore prices, partially offset by an increase of 17% in our iron ore exports, from 21.4 million tons in 2013 to 25.1 million tons in 2014, mainly from Casa de Pedra, as aforementioned. 

Mining net domestic revenues decreased R$373 million, or 59%, from R$680 million in 2013 to R$307 million in 2014, due to the decrease in iron ore prices and a reduction in domestic sales, from 157 thousand tons in 2013 to 138 thousand tons in 2014.


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Cement

Cement net revenue increased R$2825 million, or 7.2%6%, from R$388 million in 2012 to R$416 million in 2013 to R$440 million in 2014, mainly due to an increase of 3.8%7% in cement sales volume from 1,972 thousand tons in 2012 to 2,046 thousand tons in 2013 as we continueto 2,185 thousand tons in 2014, with the ramp up of our cement grinding plant in Volta Redonda.

Energy

Our net operating revenues from the energy segment decreasedincreased R$17113 million, or 7.4%,53% of total net revenue from the energy segment, from R$229212 million in 20122013 to R$212324 million in 2014, mainly due to the sale of surplus energy on the market.

Our net revenue from energy sales to third parties were R$ 172 million, or 53%, in 2014 and R$62 million, or 29%, in 2013.

Cost of Products Sold

Consolidated cost of products sold increaseddecreased R$683830 million, or 10.3%7% from $11,259 million in 2012 to R$12,423$12,423 million in 2013 due to an increaseR$11,592 million in cost of products sold from our steel, mining and energy segments, partially offset by2014, mainly given a decrease in cost of products sold from our cementsteel segment.

Steel

Consolidated steel costs of products sold were R$9,9628,672 million in 2013,2014, representing a 12.3% increase13% decrease as compared to the R$8,8689,962 million recorded in 2012,2013, mainly due to the increasedecrease in steel sales volume and production costs.volume.


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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

Steel Production Cost

2014

2013

Variation

R$ million

R$ / ton

R$ million

R$ / ton

R$ million

R$ / ton

Raw Materials

R$ million

R$ / ton

%

R$ million

R$ / ton

%

3,390

701.6

3,702

736.2

-312

-34.6

Iron Ore

372

74.1

5.3%

280

56.7

4.3%

422

87.3

372

74.1

50

13.2

Coal

800

159.1

11.5%

1,244

252.0

19.1%

748

154.8

800

159.1

-52

-4.3

Coke

772

153.5

11.1%

672

136.1

10.3%

694

143.6

772

153.5

-78

-9.9

Metals

310

61.6

4.4%

258

52.2

4.0%

335

69.4

310

61.6

25

7.8

Outsourced Slabs and Hot Coils

678

134.9

9.7%

144

29.2

2.2%

Outsourced Slabs

467

96.7

678

134.9

-211

-38.2

Pellets

400

79.5

5.7%

366

74.1

5.6%

399

82.6

400

79.5

-1

3.1

Scrap

114

22.6

1.6%

131

26.5

2.0%

74

15.3

114

22.6

-40

-7.3

Other(1)

256

50.9

3.7%

242

49.0

3.7%

251

51.9

256

50.9

-5

1

(1)Includes limestone and dolomite

 

 

 

Labor

706

146.1

639

127.2

67

18.9

Other Production Costs

2,359

488.2

2,621

521.5

-262

-33.3

Energy / Fuel

623

123.9

9.0%

567

114.8

8.7%

495

102.4

623

123.9

-128

-21.5

Labor

639

127.2

9.2%

634

128.5

9.7%

Services and Maintenance

911

181.2

13.1%

911

184.5

14.0%

910

188.3

911

181.2

-1

7.1

Tools and Supplies

294

58.4

4.2%

274

55.6

4.2%

260

53.9

294

58.4

-34

-4.5

Depreciation

652

129.8

9.4%

688

139.3

10.5%

Depreciation(2)

575

119.1

652

129.8

-77

-10.7

Other

142

28.2

2.0%

116

23.5

1.8%

119

24.5

141

28.2

-22

-3.7

Total Steel Cost Production

6,962

1,384.8

100.0%

6,527

1,321.8

100.0%

Total

6,455

1,336

6,962

1,385

-507

-49

 

Our steel production costs increased R$435 million, or 6.7%, from R$6,527 million(1)Includes limestone and dolomite

(2) The decrease of the depreciation in 20122014 refers mainly to R$6,962 million in 2013.the revision of the useful lives of the assets perfomance.


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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 except pellets 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 coalsteel production costs decreased R$444507 million, or 35.7%7%, from R$1,244 million in 2012 to R$8006,962 million in 2013 to R$6,455 million in 2014, mainly due to the reduction in costs with raw materials, mainly due to lower costs with slabs purchased from third parties and lower costs with coke and coal. 

Our costs regarding purchase of outsourced slabs from third parties decreased R$211 million, or 31%, from R$678 million in 2013 to R$467 million in 2014, due to lower consumption of slabs purchased from third parties given the lower production of rolled products.

Our coke costs decreased R$78 million, or 10%, from R$772 million in 2013 to R$694 million in 2014, corresponding to 11.5%11% of our steel production cost, mainly due to lower international coke prices and a decrease of 5% in consumption, and lower average prices, partially offset by the depreciation of thereal.  real.

Our cokecoal costs increaseddecreased R$10052 million, or 14.9%7%, from R$672800 million in 20122013 to R$772748 million in 2012,2014, corresponding to 11.1%12% of our steel production cost, mainly due to lower international coal prices, partially offset by an increase of 2% in consumption and by the depreciation of the Brazilianreal,partially offset by lower average prices.real.

TheOur scrap costs of pellets increaseddecreased R$3440 million, or 9.3%35%, from R$366 million in 2012 to R$400114 million in 2013 to R$74 million in 2014, mainly due to higher prices. 


lower consumption.

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OurOther production costs regarding purchase of outsourced slabs and hot coils from third parties increasedenergy/fuel decreased R$534128 million or 370.8%21%, from R$144 million in 2012 to R$678623 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$258495 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.2014.

Mining

Our mining costs of products sold increased R$379157 million, or 15.5%6%, from R$2,450 million in 2012 to R$2,829 million in 2013 to R$2,986 million in 2014, mainly due to the increase in the volume of iron ore soldsold. The unit cost per ton in 2014 decreased 10%, from R$131 in 2013 to R$118 in 2014 due to a dilution of fixed costs, given the higher production and in production costs.sales volume. 

Logistics

Cost of services attributable to our logistics segment decreasedincreased R$685 million, or 0.7%11%, from R$812 million in 2012 to R$806 million in 2013 to R$891 million in 2014, due to the increases of R$45 million and R$40 million in the costs of railway logistics and port logistic services, respectively. For railway logistics the increase of R$45 million was mainly due to the decreasean increase in the cost of railway logistics, which decreased R$22 million, or 3.0%costs 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 fromMRS. For port logistics increasedservices, the increase of R$15 40 million or 18.0%, from R$82 million reported in 2012 to R$97 million in 2013.was the higher volume of steel products transported during the period.

Cement

Cost of products sold attributable to our cement segment decreasedincreased R$919 million, or 3.2%7%, from R$286277 million reported in 20122013 to R$277295 million in 2013.2014, mainly due to the increase in sales volume. The unit cost per ton was R$135, remained stable in 2013 and 2014.


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Energy

Cost of products sold attributable to our energy segment increased R$825 million, or 5.2%16%, from R$153 million in 2012 to R$161 million in 2013.2013 to R$187 million in 2014.

Gross Profit

Gross profit increaseddecreased R$920355 million, or 23.2%7%, from R$3,970 million in 2012 to R$4,8904,889 million in 2013 to R$4,534 million in 2014, due to the increasedecrease of R$2,0841,186 million in net revenues partially offset by the increasedecrease of R$1,164830 million in cost of products sold.sold, as discussed above.

Steel

Gross profit in the steel segment increased R$497389 million, or 25.7%.16%, from R$1,934 million in 2012 to R$2,431 million in 2013 due to the increase of R$1,5912,820 million in steel net revenues partially offset by the increase of R$1,094 million in the cost of steel products sold.2014.

Mining

Our gross profit in the mining segment increaseddecreased R$4331,344 million, or 21.2%55% from R$2,035 million in 2012 to R$2,4682,467 million in 2013 due to the increase of R$8121,123 million in mining net operating revenues, partially offset by the increase of R$379 million in cost of products sold, as discussed above.2014.

Logistics

Gross profit in the logistics segment increaseddecreased R$5747 million, or 14.0%10%, from R$406 million in 2012 to R$463 million in 2013 due to the increase of R$51416 million in net revenues and by the decrease of R$6 million in cost of products sold, as discussed above.2014.

Cement


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Gross profit in the cement segment increased R$376 million, or 36.3%4.6% from R$102 million in 2012 to R$139 million in 2013 due to the increase of R$28145 million in net revenues and by the R$9 million decrease in the cost of products sold, as discussed above.2014.

Energy

Gross profit in energy segment decreasedincreased R$2688 million, or 33.4%173%, from R$76 million in 2012 to R$50 million in 2013 due to the decrease of R$17138 million in net operating revenues and the increase of R$9 million in the cost of products sold.2014.

Selling, Generalgeneral and Administrative Expensesadministrative

Selling, general and administrative expenses increased R$119120 million, or 9.6%9%, from R$1,241 million in 2012 to R$1,360 million in 2013.2013 to R$1,480 million in 2014. Selling expenses increased R$102167 million, or 13.2%19%, from R$773 million in 2012 to R$875 million in 2013 to R$1,042 million in 2014, mainly due to an increase of iron ore CIF sales (sales including insurance and freight costs), driven by our stronger sales effortsstrategy of adding value to cargoes destined to Asian markets, while general and administrative expenses increaseddecreased R$1747 million, or 3.6%10%, from R$468 million in 2012 to R$485 million in 2013.2013 to R$438 million in 2014.

Other operating income (expenses)

In 2013,2014, we recorded a net expense of R$568567 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 wasitem, mainly due to the non-recurringnegative impact of  R$2,023205 million in 2012 regarding the reclassification of accrued losses from investments in financial instruments classifiedshares recorded as available for sale.

In 2013 net operating expenses of R$568 million were mainly due to a negative impact of R$254 million regarding provision for tax, social security, labor, civil and environmental risks, R$233 million regarding REFIS program and R$216 million regarding an impairment due to the spin-off of  TLSA which were  partially offset by a R$474 million gain on share of control of TLSA. For more information see Note 22 to the consolidated financial statements included in “Item 18. Financial Statements”.


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Equity Result in Results of Affiliated Companies

Equity result decreasedincreased R$483173 million, or 75.4%109%, from R$641 million in 2012 toincomeof R$158 million in 2013 to  R$331 million in 2014, mainly due to the participationincrease on the result of the jointly-controlled investee Namisa in theFederal Tax Repayment Program, orREFIS, which had an impact of R$534133 million in 2013 and R$291 million in 2014, both proportional to our interest in this subsidiary.

The investment in Namisa is currently accounted under the equity method. After the closing of the transaction between CSN and the Asian Consortium, as announced on December 12, 2014, the accounting impact will be revised based on the final terms of control of the agreement.  Details of the transaction between CSN and the Asian Consortium and related conditions precedent for closing are described on  Item 4D. Property, Plant and Equipment, Acquisitions and Dispositions.

Operating Income

Operating income increaseddecreased R$2,401302 million, or 334.0%10%, from R$719 million in 2012 to R$3,120 million in 2013. This increase was mainly2013 to R$2,818 million in 2014 due to:

·        An increasea decrease of R$920355 million in gross profit as discussed above;

·A decrease of R$2,083 million in other operating income (expenses);

Partially offset by:

·Anand an increase of R$119120 million in selling, general and administrative expenses, as discussed above;partially offset by;

·        A decreasean increase of R$483173 million in equity result, as discussed above;result.

Financial expenses (income), net

In 2013,2014, our net financial expenses increased R$361570 million, or 16.7%23%, from R$2,151 million in 2012 to R$2,512 million in 2013 to R$3,081 million in 2014, mainly due to:

·        an increase in interest income decreaseexpenses of R$220364 million, or 56.1%13%, 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 to R$3,104 million in 2014, mainly due to the increase of R$549 million in financial expenses regarding borrowings and financing, due to an increase in gross debt. This increase was partially offset by a reduction of R$225 million from 2013 to 2014 due to a negative effect of R$277 million in 2013 regarding interest related to our adherence to the REFIS program.

·a variation of R$205 million regarding monetary and exchange variations, from a revenue of R$56 million in 2013 to a loss of R$149 million in 2014, 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 decrease13% average depreciation of R$85 million in monetary restatement of tax payment installments; andthe Real against the U.S. dollar.


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·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,Adjustments are made to the income in order to reach the effective tax expense or benefit in each fiscal year. As a result, our effective tax rate among exercises presents volatility.

The balances owed for these periods totaled a benefit of R$90 million in 2014 and an expense of R$207 million in 2013 and a gain of R$487 million in 2012 (34% of income before taxes and adjustments to the income). After adjustments we recorded a benefit for income tax and social contribution of R$151 million in 2014, as compared to an expense of R$ 74million in 2013. Expressed as a percentage of pre-tax income, income tax moved from 12% in 2013 to 57% in 2014. For the year ended December 31, 2014, these adjustments totaled a benefit of R$61 million, comprised mainly of:

For the year ended December 31, 2014, adjustments totaled a benefit of R$61 million, comprised mainly of:

·a positive R$113 million adjustment related to equity in affiliated companies). Adjustments are maderesult;

·a negative R$29 million adjustment related to these rates in order to reach the actual tax expense for the years.loss and negative basis without deferred tax.

For the year ended December 31, 2013, adjustments totaled an expense of R$133 million, and were comprised mainly of:

·        a positive R$550 million adjustment related to tax credits from subsidiaries, which increased tax gains;


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·a positive R$255 million adjustment related to interest on capital benefit, which increased tax gains;

·        a positive R$227173 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 negative 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) for the year

In 2013, we had a net income of R$534 million, as compared to2014, the Company recorded 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


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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.


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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 in 2011 to R$1,218 million in 2012. In 2012, net revenue from railway logistics totaled R$1,067 million and net revenue from port logistics amounted to R$151 million, while in 2011, net revenue from railway logistics totaled R$1,023 million and net revenue from port logistics amounted to R$143 million.

Cement

Cement 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 up of our cement plant in Volta Redonda.

Energy

Net operating revenues from the energy segment increased R$46 million, or 25.1%, from R$183 million in 2011 to R$229 million in 2012.

Cost of Products Sold

Consolidated cost of products sold increased R$1,458 million, or 14.9%, from R$9,801 million in 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 decrease of R$813 million due to the adoption of the IFRS 10 and IFRS 11.

Steel

Consolidated steel costs of products sold increased R$1,830 million, or 26.0%. from R$7,038 million in 2011 to R$8,868 million in 2012, mainly due to the increase in 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 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 costs of production are mostly denominated inreais. 


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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%

Our steel production costs increased R$557 million, or 9.3%, from R$5,970 million in 2011 to R$6,527 million in 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.”

Our coke costs increased R$97 million, or 16.9%, from R$575 million in 2011 to R$672 million in 2012, corresponding to 10.3% of our steel production cost, due to the increase in consumption and the depreciation of the Brazilianreal.  

The costs of pellets increased R$90 million, or 32.6%, from R$276 million in 2011 to R$366 million in 2012, principally due to the increase in consumption. 

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 preventive maintenance.  

Depreciation costs increased R$126 million or 22.4%, from R$562 million in 2011 to R$688 million in 2012, mainly due to asset additions.

Mining

Our mining costs of products sold increased R$265 million, or 12.1%, from R$2,185 million in 2011 to R$2,450 million in 2012, mainly as a result of the increase in production costs.


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Logistics

Cost of services attributable to our logistics segment increased R$60 million, or 7.9%, from R$752 million in 2011 to R$812 million in 2012, mainly due to the increase in the cost of railway logistics of R$63 million, or 9,4%, from R$667 million in 2011 to R$730 million in 2012. The railway logistics represented 89.9% of the total logistics costs in 2012 and 88.7% of the total logistics costs in 2011. In addition, cost of services from port logistics decreased R$3 million, or 3.5% from the R$85 million in 2011 to R$82 million in 2012.

Cement

Cost of products sold attributable to our cement segment increased R$18 million, or 6.7%, from R$268 million in 2011 to R$286 million in 2012, mainly due to the increase in sales volume.

Energy

Cost of products sold attributable to our energy segment increased $48 million, or 45.7%, from R$105 million reported in 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 to R$3,970 million in 2012, due to a decrease of R$1,291 million in net operating revenues and an increase of R$1,458 million in cost of products sold.

Steel

Gross profit in the steel segment decreased R$506 million, or 20.7%, from R$2,440 million in 2011 to R$1,934 million in 2012, due to the increase of R$1,830 million in the cost of steel products sold, partially offset by the increase of R$1,324 million in steel net revenues, as discussed above.

Mining

Our gross profit in the mining segment decreased R$1,636 million, or 44.5% from R$3,671 million in 2011 to R$2,035 million in 2012, due to the decrease of R$1,371 million in mining net operating revenues and the increase of R$265 million in cost of products sold.

Logistics

Gross profit in the logistics segment decreased R$7 million, or 1.7%, from R$413 million in 2011 to R$406 million in 2012, due to the increase of R$60 million in cost of products sold, partially offset by the increase of R$52 million in net revenues.

Cement

Gross profit in the cement segment increased R$37 million or 56.9% from R$65 million in 2011 to R$102 million in 2012, due to the increase of R$55 million in net revenues, partially offset by the R$18 million increase in the cost of products sold.

Energy

Gross profit in the energy segment decrease R$2.0 million, or 3.0%, from R$78 million in 2011 to R$76 million in 2012.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased R$61 million, or 5.2%, from R$1,180 million in 2011 to R$1,241 million in 2012.


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Selling expenses increased R$169 million, or 28.0%, from R$604 million in 2011 to R$773 million in 2012, due to the increase of R$328 million, mainly from the increase in the portion of our iron ore 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 decreased R$108 million, mainly due to a decrease of R$109 million from the 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 2012.

Other operating income (expenses)

In 2012, we recorded a net expense of R$2,651 million in the “Other Revenue and Expenses” line-item, as compared to a net income of R$218 million in 2011. The R$2,869 million variation 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 other 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; and

•      A positive impact of 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 decreased R$5,038 million, or 87.5%, from R$5,757 million in 2011 to R$719 million in 2012. This decrease was mainlydue to:

•      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 Limited;

•      an increase of R$328 million in sellingexpenses, aforementioned;

•      an increase of R$77 million with the adoption of IFRS 10 and IFRS 11.

Financial expenses (income), net

Our net financial expenses increased R$145 million, or 7.2%, from R$2,006 million in 2011 to RS$2,151 million in 2012, mainly due an increase of R$159 million from IFRS 10 and IFRS 11. Excluding the effect of these amendments, there was a decrease of R$14 million mainly due to:

·an interest income decrease of R$301 million, or 41.9%, from R$717 million in 2011 to R$416 million in 2012 due to a reduction of R$301 million in returns on financial investments;

·an interest expense decrease of R$289 million, or 10.0%, from R$2,884 million in 2011 to R$2,595 million in 2012 mainly due to the decrease of R$48 million in interest on loans and financing, the decrease of R$105 million in themonetary restatement of tax payment installments and expenses of R$77 million in 2011 relating to the REFIS. 


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Income Taxes

We recorded a 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 explained bellow:

Expressed as a percentage of pre-tax income, income tax moved from 2.2% in 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 (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 REFIS which increased tax expenses; and

·an adjustment of R$190 million related to the sale of non-deductible securities, which increased tax expenses.

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 2012, we had a net loss of R$481112 million, as compared to a net income of R$3,667534 million in 2011, mainly due to the impairment of the investment in Usiminas’ shares, which had an impact of R$1,335 million on the income statement.2013


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Adjusted EBITDA

The 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 net 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 income (expenses). However, although it is used to measure segment results, adjusted EBITDA is not a measure 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 the adjusted EBITDA with the net income (loss) for the year.

R$ Million

 

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

 

5,404

 

4,532

 

6,468

R$ Million

2015

2014

2013

Profit/(Loss) for the year

1,616

-112

534

Depreciation and amortization

1136

1245

1094

Income tax and social contribution

189

-151

74

Net financial result

3373

3081

2512

EBITDA

6,313

4,063

4,214

Other operating income (expenses)

-2392

567

568

Share of profit (losses) of investees

-1,160

-331

-158

Proportional EBITDA of Jointly Controlled Investees¹

490

430

781

Adjusted EBITDA

3,251

4,729

5,404

¹Adjusted EBITDA is calculated based on net income/loss, before depreciation and amortization, income taxes, the net financial result, results from investees, and other operating income (expenses) and includes the proportional share of the EBITDA of the jointly-owned investees MRS Logística and CBSI, as well as the Company’s 60% stake in Namisa until November 2015 and 100% stake in Congonhas Minérios as of December 2015.

Adjusted EBITDA increaseddecreased R$8721,478 million, or 19.2%31%, from R$4,5324,729 million in 20122014 to R$3,251 million in 2015, due to the decrease in the steel and mining EBITDA.

Adjusted EBITDA decreased R$675 million, or 12%, from R$5,404 million in 2013 due to the increase in sales and average prices of iron ore and of steel.

Adjusted EBITDA decreased R$1,936 million, or 29.9%, from R$6,4684,729 million in 2011 to R$4,532 million in 2012,2014, due to the decrease in sales and average prices of iron ore and higher costs of goods sold.revenue from mining operations.

5B. Liquidity and Capital Resources

Overview


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Our main uses of funds are for capital expenditures and repayment of debt and dividend payments.debt. We have historically met these requirements by using cash generated from operating activities and through the issuance of short-short and long-term debt instruments. We expect to meet our cash needs for 20142016 primarily through a combination of operating cash flow, cash and cash equivalents on hand, cash from asset sales and newly issued long-term debt instruments.instruments in order to repay the portion of our total debt maturing in 2016.

In addition, from time to time, we periodically review acquisition and investment opportunities and will make, if a suitable opportunity arises, make selected acquisitions and investments to implement our business strategy. We generally make investments directly or through subsidiaries, joint venturesjointly controlled entities 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 20132015 Compared to Year 20122014

Cash Flows

Cash and cash equivalents decreased by R$1,896825 million in 2013,2015, compared to a decrease of R$1,5491,310 million in 2012.2014.

 


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Operating Activities

  Cash provided by operations was R$2,1985,069 million and R$2,529824 million in 20132015 and 2012,2014, respectively. The R$3314,245 million decreaseincrease was mainly due to the decreaseNamisa’s dividend receipt, amounting R$3,545 million, part of the conclusion process of the business combination between CSN mining assets and Namisa and other taxes variation amounting to R$62634 million, in net income adjusted for items that do not impact cash andsince 2014 had a higher need in the amountsignificant payment of R$269 million in working capital management, as explained below:REFIS. 

-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$572 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 recoverable taxes;

-Decrease of R$94 million in inventories mainly due to 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$2,2462,865 million in 20132015 and R$3,1021,658 million in 2012.2014. The decreaseincrease of R$8561,207 million in cash used in investing activitieswas mainly due to:

·the payment of R$2,727 million (US$707 million) related to the purchase of a stake of 4.16% of CongonhasMinérios as part of the business combination between CSN mining assets and Namisa;

·        Acash margin to cover our derivatives position in the amount of R$360 million increase in cash from certain derivative financial instrument contracts, especially from the release of funds deposited in margin accounts;725 million;

·         Athe two main cash outflows mentioned above were partially offset by derivatives operations receipt of R$246827 million, reductioncash of investmentsmerged entities in fixed assets;

·Athe amount of R$301923 million decreaseand loans from related party received in investing activities from 2012 to 2013 due to the acquisitionamount of SWT in 2012;R$316 million.

Financing Activities

Cash usedused in financing activities was R$1,8813,091 million in 20132015 compared to R$856531 million in 2012.2014. This R$1,0252,560 million increase was mainly due to:

·to a decrease of R$5051,525 million in borrowings, an increase of R$1,139 million in amortizations and R$586 million of borrowingsforfaiting and financings; and

·an increase of R$803 million in financing activities regarding the acquisition of SWT in 2012.

These effects weredrawee risk amortizations, partially offset by:

·a decreaseby R$900 million of R$1,823 millionthe purchase of treasury shares occurred in proceeds from borrowings and financings; and

·an increase in R$461 million in dividends and interest on capital paid.2014.

Year 20122014 Compared to Year 20112013

Cash Flows

Cash and cash equivalents decreased by R$3,5261,310 million in 2012,2014, compared to an increasea decrease of R$5,1781,896 million in 2011.2013.

Operating Activities


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Operating Activities

 Cash provided by operations was R$2,529824 million and R$4,2022,723 million, in 20122014 and 2011,2013, respectively. The R$1,6731,899 million reductiondecrease was given mainly due to:

·a decrease of R$959 million from the adoptionoutstanding balance of IFRS 10 and IFRS 11 and a decreasethe Tax Recovery Program (Refis) in the amount of R$7141,013 million, mainly due to the reductionadherence to the Early Settlement of 28.2% in gross profit driven by significant increases in production costs, partially offset by better working capital management, as explained below:Tax Debts – Federal Law 13,043;

-·          Increase in trade receivables driven by the higher steel sales volume to domestic and foreign markets in 2012.

-  Reductionan increase of R$1,176 million in inventories mainly due to better inventory management. In 2012an increase of 41 days in 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$152 million, mainly due to the depreciation of the real against the U.S. dollar, resultingdecrease in steel sales;

These effects were partially offset by an increase of R$522 million in interest payments for our U.S. dollar denominated loans and financing.

trade payables mainly due to an increase of 27 days in the supplier payment period.

Investing Activities

We used cash in our investing activities in the total amount of R$3,1021,658 million in 20122014 and R$5,2752,246 million in 2011.2013. The decrease of R$2,173588 million in cash used in investing activities was mainly a resultdue to R$642 million reduction of a decrease of R$1,257 million in investments in fixed assets in our main projects and theR$438 million decrease from the impact of the IFRS 10 and IFRS 11.assets.

Financing Activities

Cash used in financing activities was R$856531 million in 20122014 compared to cash provided by financing activities of R$4,7412,406 million in 2011.2013. This R$5,5971,875 million differencedecrease was mainly due to:

·a decrease in R$1,236 million in dividends and interest on capital paid;

·        a decrease of R$4,102 million in proceeds from borrowings and financings;

·an increase of R$1,055946 million in amortizations of borrowings and financings;financings, including forfaiting and drawee risk operations;

·        R$803 million in amortizationa increase of financings of SWT.

·R$107 million increasefrom the impact of the IFRS 10780 regarding new borrowings and IFRS 11.financing.

These effects were partially offset by a decreasedisbursements in 2014 through buybacks programs amounting to R$914 million regarding the acquisition of our own shares and R$657172 million in dividends and interest on equity payments.related to debt securities.

Trade Accounts Receivable Turnover Ratio

Our receivable turnover ratio (the ratio between trade accounts receivable and net operating revenues), expressed in days of sales decreased 1 day to 30 days on December 31, 20132015 from 3231 days on December 31, 2012.2014.

Days Sales inTurnover of  Inventory

Our days sales in inventory turnover (obtained by dividing inventories by annualized cost of products sold), expressed in days of cost of products sold decreasedincreased 22 days to 64days in 2013 from 78127 days in 2012.2015 from 105 days in 2014,mainly due to a decrease in steel salesvolume.

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,  decreased to 26was 52 days on December 31, 2013 from 62 days2015 and on December 31, 2012.2014.


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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.investmentopportunities. As of December 31, 2013,2015, cash and cash equivalent totaled R$9,996 million.7,861 million, compared to R$8,686 million as of December 31, 2014.


We were also takingTable of contents

As of December 31, 2015, short-term and long-term indebtedness accounted for 6% and 94%, respectively, of our total debt, and the average life of our existing debt was equivalent to approximately eight years, considering a 40-year term for the perpetual bonds issued in September 2010.

In 2013, we took advantage of the currentstrong liquidity conditions to extend the maturity profile of our debt. These activities arewere 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 termshort-term debt instruments in 2013, we have accumulated cash instead of prepaying our debt prior to final maturity. As of December 31, 2013, short-term and long-term indebtedness accounted for 9.6% and 90.4%, respectively, of our total debt, and the average life of our existing debt was equivalent to approximately 7seven years, considering a 40 year term for the perpetual bonds issued in September 2010.  As of December 31, 2014, short-term and long-term indebtedness accounted for 9% and 91%, respectively, of our total debt, and the average life of our existing debt was equivalent to approximately seven years, considering a 40 year term for the perpetual bonds issued in September 2010.

Capital Expenditures and Investments

CSN invested R$2,170 million in 2015, taking advantage of opportunities to accelerate projects that enhance competitiveness, including:

·The acquisition of new mining equipment, anticipating some of the investments scheduled for 2016 due to current favorable financing conditions. These items of equipment were already helping to reduce mining costs in 2015.

·The accelerated development of the Arcos´ clinker kiln project in Minas Gerais, anticipating higher operating margins in the Southeast System.

·Revamp of the Turbo Generator (TG20) in Presidente Vargas Plant, recovering the nominal energy capacity of 117MW in the TG20.

Of total investments, R$376 million went to spare parts and R$561 million to current investments.

In 2013,2014, we invested a total of R$ 2,8272,405 million, R$954872 million of which was allocated as follows: jointly controlled investees TLSA: R$667 million;512 million (100%); MRS Logística: R$247 million;301 million (33.3%); and Namisa: R$40 million.59 million (60%).                           

The remaining R$1,8731,533 million was expended on: construction of a brownfield long steel mill at the Volta Redonda site: R$35177 million; expansion of the steel service center at our CSN Mogi das Cruzes (Prada) facility: R$ 39 million; expansion of the Itaguaí Port (TECAR)(TECAR and TECON): R$108172 million; expansion of the Casa de Pedra mine: R$172267 million; expansion of our clinkerthe cement plant: R$209481 million; and current investments:stay-in-business capex: R$ 1,033497 million. For further information, see “Item 5B. Liquidity and Capital Resources-Short-Term Debt and Short-Term Investments.”

In 2013,2015, 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.”

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—Capital Expenditures—Planned Investments.”

Company Debt and Derivative Instruments

At December 31, 20132015 and 2012,2014, total debt (composed of current and non-current portions of borrowings and financings) summedwas R$27,86434,283 million and R$29,43830,354 million (excluding transactions costs), respectively, equal to 345%392% and 327%529% of the stockholders’Shareholders’ equity at December 31, 20132015 and 2012,2014, respectively. At December 31, 2013,2015, our short-term debt (composed of current borrowings and financings, which includes current portion of long-term debt) totaled R$2,6741,875 million and our long-term debt (composed of non-current borrowings and financings) totaled R$25,19032,408 million. The foregoing amounts do not include debt of others for which we are contingently liable. See “Item 5E. Off-Balance Sheet Arrangements.”


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At December 31, 2013,2015, approximately 60%46% 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 swaps.  and hedge accounting. For a description of our derivative instruments, see Note 13.IV to our consolidated financial statements contained in “Item 18. Financial Statements.” Also see “Item 5A. Operating Results—Results of Operations—Year 2012 Compared to Year 2011”.


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The components of R$2,6741,875 million of our consolidated current portion of short-term debt outstanding at December 31, 20132015 were:

Components

Average

Total

Average
interest rate

Total

(in million of R$)

Interest Rate

(in millions of R$)

Fixed rate notes

4.14 - 10%

157

6.5% - 6.9%

176

BNDES/Finame

1.7% - 2.7% and TJLP +1.5% - 3.2% and Fixed 2.5% - 10%

110

1.3% + TJLP and fixed rate of 2.5% to 6% + 1.5%

55

Prepayment financing

1% - 3.50% and 106.5% - 110.79% and TJLP + 0.85%

 

415

1.3% - 4.5% and 109.5% to 116.5% of CDI and fixed rate of 8%

1,017

Debentures

105.8%-110.8% CDI and TJLP + 0.85%

 

846

110.8% to 113.7% of CDI

61

CCB

112.5% CDI

1,085

112.5% and 113% of CDI

93

Perpetual bonds

7.00%

3

7.00%

5

Forfaiting

1.25% to 3.28%

289

Others

1.40% - 8.00% + 1.2%

58

1.2% - 8,00%

179

Total

 

2,674

 

1,875

 

The components of R$25,19032,408 million of our consolidated long-term debt outstanding at December 31, 20132015 were (amounts are reflected in long-term debt):

 

Components

Average

Total

Average
interest rate

Total

(in million of R$)

Interest Rate

(in millions of R$)

Debentures

105.8%-110.8% CDI and TJLP + 0.85%

1,933

110.8% to 113.7% of CDI

1,750

Fixed rate notes

4.14 - 10%

5,505

6.5% – 6.9%

6,911

BNDES/Finame

1.7% - 2.7% and TJLP +1.5% - 3.2% and Fixed 2.5% - 10%

963

1.3% + TJLP and fixed rate of 2.5% to 6% + 1.5%

1,018

Perpetual bonds

7.00%

2,343

7.00%

3,905

Prepayment financing

1% - 3.50% and 106.5% - 110.79% and TJLP + 0.85%

7,788

1% - 7.5% and 109.5% to 116.5% of CDI and fixed rate of 8%

11,263

CCB

112.5% CDI

6,200

112.5% and 113% of CDI

7,200

Others

1.40% - 8.00% + 1.2%

458

1.2% - 8,00%

361

Total

 

25,190

 

32,408


 

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The information of our indebtness below refers to the outstanding amount of interest paid in 2013 was R$2,381 million.December 31, 2015.

The local debenture is areal-denominated debt instrument, which includes:

(i)·        Debenturesdebentures issued in July 2011, of R$1,150 million bearing interest at a rate of 105.8%110.8% of the CDI rate per annum and maturity in 2019.

(ii)·         Debenturesdebentures issued in September 2012,March 2014, of R$1,565400 million comprised of two series, one maturing in March 2015 and bearing interest at a rate of 105.8%111.2% of the CDI rate per annum and one maturingmaturity in September2021.

·debentures issued in January 2015, andof R$100 million bearing interest at a rate of 106.0%113.7% of the CDI rate per annum.annum and maturity in 2022.

·debentures issued in July 2015, of R$100 million bearing interest at a rate of 113.7% of the CDI rate per annum and maturity in 2022.

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 U.S.$300 million bonds, 10% per annum coupon, and the 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 U.S.$550 million notes, 9.75% per annum coupon with final maturity in 2013; (iii) the U.S.$400 million notes, 10% per annum coupon, issued in September 2004 and January 2005 with final maturity in 2015, and (iv) including:

·the U.S.$750 million notes,bonds, 6.875% per annum coupon, issued in September 2009 with maturity in 2019.

In·in July 2010, we issued U.S.$1 billion notes,bonds, 6.50% per annum coupon and maturity date in July 2020, in January 2012, we priced, through our wholly-owned subsidiary CSN Resources S.A., an additional bond issuance in the amount of U.S.$200 million. The offering price was 106.00% and yield was 5.6% p.a.

·in September 2010, we issued a U.S.$1 $1 billion Perpetual Bond, 7%perpetual bonds, 7.0% per annum coupon.

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$1.0 billion, in favor of Banco do Brasil S.A., due 2014; (iii) on2018. In September 30,2015, we amortized R$ 613.3 million resulting in an outstanding balance of R$ 386.7 million. This amortization is related  to the rollover of of this debt mentioned below;

·in Septembe 2009, in the amount of R$300 million, in favor of Banco do Brasil S.A., due 2014; (iv) on2018. In September, 2015, we amortized R$180 million resulting in an outstanding balance of R$120 million. This amortization  also is related to the rollover of of this debt mentioned below;

·in 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 2018.2019. In September 2015, we amortized R$715 million resulting in an outstanding balance of R$1.3 billion. This amortization also is related to the rollover of this debt mentioned below;

·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. In September 2015, we amortized R$1.0 billion. This amortization also is related to the rollover  of this debt mentioned below;

·in March 2013, in the amount of R$ 200 million, in favor of Banco do Brasil S.A., due 2016. In February, 2016 the total amount was extented to 2017;

·in February 2013, in the amount of R$ 45 million, in favor of HSBC Brasil., due 2016;


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·in February 2013, in the amount of R$ 100 million, in favor of Bradesco, due 2016;

·in September 2015, R$1.5 billion in favor of Banco do Brasil due 2020. This amortization also is related to the rollover of this debt mentioned below;

·in September 2015, R$715 million, through our subsidiary Congonhas Minérios S.A., in favor of Banco do Brasil due 2020. This amortization also is related to the rollover of this debt mentioned below;

Export Pre-Payment issued by CSN:

·in October 2010, in the amount of U.S. $ 66,7 million, in favor of Banco Santander S.A., due 2017;

·in April 2012, in the amount of U.S. $ 30 million, in favor of Banco Safra S.A., due 2017;

·in April 2013, in the amount of U.S. $ 378 million in favor of Banco do Brasil S.A., due 2021;

·in November 2013, in the amount of U.S. $ 200 million, in favor of Banco Bradesco S.A., due 2018;

·in November 2013, in the amount of U.S. $ 345 million, in favor of Banco Bradesco S.A., due 2022;

·in February 2014, in the amount of U.S. $ 100 million, in favor of ING Bank, due 2019;

·in April 2014, in the amount of U.S. $ 200 million, in favor of Banco Santander S.A., due 2019;

·in September 2014, in the amount of U.S. $ 100 million, in favor of Banco Santander S.A., due 2019;

·in December 2014, in the amount of U.S. $ 100 million, in favor of Bank of China, due 2020;

·In April 2015, in the amount of U.S. $ 71 million, in favor of Caterpillar Financial Services Corporation., due 2020;

·In July 2015, in the amount of U.S. $ 77 million, in favor of Caterpillar Financial Services Corporation., due 2020.

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,December, 2009, in the amount of R$2.0 billion and tobe amortized in 36 months; (ii) 156 months. In August 2015, we amortized R$1.3 billion resulting in an outstanding balance of R$715 mm. This amortization is related to the rollover of R$2.57 billion mentioned below.

·on February 9,December, 2010, in the amount of R$1.0 billion and to be amortized in 36156 months. In August 2015, we amortized R$1.3 billion resulting in an outstanding balance of R$715 million. This amortization also is related to the rollover of R$2.57 billion mentioned below.

In 2011, we contracted two moreadditional CCBs: (i)


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·in February 2011, in the amount of R$2.0 billion and to be amortized in 94 months; and (ii) months. In August 2015, we amortized R$1.0 billion resulting in an outstanding balance of R$1.0 billion. This amortization also is related to the rollover of R$2.57 billion mentioned below.

·in August 2011, in the amount of R$2.2 billion and to be amortized in 108 months.


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In January 2012, we priced, throughpart of our wholly-owned subsidiary CSN Resources S.A., an additional bond issuancedebt with the Caixa Econômica Federal in the amount of U.S.$200 million, throughR$2.57 billion , and with Banco do Brasil, amounting to R$2.21 billion, shifting maturities scheduled for 2016 and 2017 to the reopening of the U.S.$1 billion bonds, at an interest rate of 6.5% p.a., dueperiod between 2018 and 2022 in July 2020. The offering price was 106.00% and yield was 5.6% p.a.installments equally distributed.

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.

We contracted Pre-Export Payments from Caterpillar:

·In March 2012, we issued promissory notesApril  2015, in the total amount of R$800 million.U.S $ 71 million, in favor of Caterpillar Financial Services Corporation., due 2020.

·In September 2012,July  2015, in the Company liquidated these promissory notes, paying the principal amount of R$800U.S $ 77 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.favor of Caterpillar Financial Services Corporation., 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.due 2020.

Maturity Profile

The following table sets forth the maturity profile of our long-term debt at December 31, 2013:

Maturity in  

 

Principal Amount  

 

 

(In millions of R$)

2015 

 

3,181

2016 

 

3,210

2017 

 

3,629

2018

 

3,998

2019

 

3,814

2020 and thereafter 

 

5,015

Perpetual bonds 

 

2,343

Total 

 

25,190

2015:

 

Maturity in  

 

Principal Amount  

 

 

(In thousands of R$)

2017

 

1,458,605

2018

 

5,799,525

2019

 

7,870,087

2020

 

8,483,766

2021

 

2,320,721

After 2021

 

2,667,072

Perpetual bonds

 

3,904,800

Total

 

32,484,576

5C. Research & Development and Innovation

 AimingCSN has continuously invested in Research and Development to meet newimprove its products and processes, thus meeting market demands and customer expectations,assuring customers' requirements.

In 2015 was instituted in the Company a new unit called INOVA CSN, investsan organizational environment created in order to facilitate innovation projects in products, processes, energy efficiency and environmental to the business units of the entire Corporation, through financial funding from private and public institutions. 

Inova CSN connects the company to technological and scientific development environment, local and worldwide, aimed at innovations that provide added value to us and our customers. The highlight of the Innovation Strategic Plan 2015 is the Product Innovation Project:Development of Advanced High Strength Galvanized Steels in Industrial Scale Applied to the Automotive Industry, Aiming to Decrease the Fuel Consumption and Impacts to the Environment.


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Total expenses in 2015 in research, development and innovation reached U.S. $ 16 million compared to U.S. $ 6.8 million in 2014 and U.S. $ 6.5 million in 2013.

The current projects in development of new products, notably:are:

•

  • Advanced dual phase steels of high resistance for automobile bodies that have increased in demand due to the INOVAR-AUTO program of the Brazilian Government;
    •High Strength Galvanized steels for hot stamping press hardened steels, or PHS, increasing competitiveness in the demanding automotive market; and

    • Interstitial free, or IF, long steel products for wire rod.

    In 2013, we highlighted the consolidation of some products of recent development such as a new formulation of hot-rolled steel for the construction industry, galvanized high strength steelsSteel Dual Phase DP800 for the automotive segment and steel sheets specially developedindustry to application in structural parts.

  • Advanced Press Hardening Galvanized Steel - PHS 1500 for the body of the aerosol can. Besides this, preparatory work has been underwayautomotive industry, structural parts.
  • High Strength IF (Interstitial Free) Galvanized Steel – IF 260 and 300 HS, for the penetration into the long steel products market through the preparation of specificationsautomotive industry, special applications to ensure our competitiveness in this new sector.

    Also during the year, we maintained over 300 researchhigh strength 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 brandgood formability.

  • Structural High Strength Galvanized Steels – class 450, 500 and 550, for application in the Long

    civil construction market, mainly for storage silos.  
  • High-carbon Hot-Rolled steel for chainsaws (SAE 8660), designed to US market.
  • Tin-plated steel in new applications in Brazilian market (aerosol cans, easy open ends).
  • High Strength Low Alloy cold-rolled steel, HSLA 420 and 500, for the automotive industry.

 


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Steel product sector, developing innovative products and services focused on differentiated technical support to our customers.

5D. Trend Information

Overview

The outlook for the global economy is one of an increase in the pace of growth, mainly due to the recovery of the developed nations, favored by the monetary stimuli. The International Monetary Fund, or IMF, expects GDP growth of 3.7% this year and 3.9% in 2015, versus an estimated 3.0% in 2013.

For the European Union, the European Central Bank is forecasting a 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 2014.

With regard to the United States, the Fed estimates GDP growth of between 2.8% and 3.2% in 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 expects to continue its proactive fiscal policies and prudent monetary measures, although, such policies are supposed to 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 2.0% in 2014, while the IPCA is expected to total 6.3%, according to the Central Bank’s FOCUS report.

Steel

AccordingThe WSA expects apparent steel consumption to the WSA, world steel demand is expected to increasegrow by 3.3%0.7% worldwide in 2014, totaling 1.53 billion tons, with China accounting for 700 million tons.

2016 and decrease 2.0% in China. The IABr estimates domestic sales of 23.717.4 million tons in 2014,2016, with apparent consumption of 27.219.4 million tons.

Continuing with our goal of diversifying and investing in the expected growth of the construction industry in the domestic market, 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 to achieve a production capacity set for supplying 500,000 t/year of rebar and wire rod when fully operational.

Mining

The Chinese government’s measuresIn 2015, the seaborne iron ore market was adversely affected  by a substantial 43% price decrease, as the Platts Fe62% CFR China index fell from US$68/dmt at the beginning of the year to restore liquidityUS$39/dmt at end of December.This decrease was due to the increased supply capacity in Australia and stimulate infrastructure helped push up demand for steel throughoutBrazil  along with the second halfdownturn in investments in China’s real estate sector due to the gradual slowdown of 2013.the economy.

Nevertheless, Chinese annual iron ore imports increased by 11% over 2012,2.2% when compared to 2014, reaching 798953 million tons. Thetons, while the global seaborne iron ore market grew by 8%2.1% to 1.21.42 billion tons, a new record.tons.

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 capacity of iron ore production in Casa de Pedra mine to 40 million tons per year.

Cement

ABRAMAT estimates construction material domestic sales growth of 4.5% in 2014 as compared to 2013, fueled by the maintenance of employment and income policies and the acceleration of infrastructure projects as ports and airports.


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In this scenario, we intend to expand our cement production capacity from 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 Arcos, where we already operate a clinker furnace, using limestone from our own mine.

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 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, 20132015

 

 

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

 

 

Aggregate Amount

Maturity

(In millions of R$)

Guarantees of Debt:

Transnordestina 

2,591

Until 09/19/2056 and indefinite 

(1)Other consortia members are also jointly and severally liable for these payments.

(2)These contracts are under renegotiations.

 

Contingent Liability for Concession Payments(1):

 

Concession

Type of service

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

         

 

   

 

FTL (Ferrovia Transnordestina Logística)

30-year concession granted on December 31, 1997, renewable for another 30 years, to develop public service and operating the railway system in northeastern Brazil. The northeastern railway system covers 4238 kilometers of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

8,229

 

8,229

 

8,229

 

8,229

 

65,832

 

98,748

Tecar

Concession to operate the TECAR, a solid bulk terminal, one of the four terminals that make up the Port of Itaguai, located in Rio de Janeiro.The concession agreement expires in 2022, renewable for another 25 years.

 

125,326

 

125,326

 

125,326

 

125,326

 

3,509,116

 

4,010,420

Tecon

25-year concession started in July 2001, renewable for another 25 years to operate the container terminal at the Port of Itaguai.

 

27,927

 

27,927

 

27,927

 

27,927

 

181,523

 

293,231

  

 

161,482

 

161,482

 

161,482

 

161,482

 

3,756,471

 

4,402,399

   

 

 

 

 

(1)        Other consortia members are also jointly and severally liable for these payments.

 


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“Take-or-Pay” Contractual Obligations

Payments in the period(in millions of R$)

Type of service

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

Transportation of iron ore, coal, coke, steel products, cement and mining products.

 

263,266

 

197,646

 

624,459

 

595,951

 

595,951

 

595,951

 

3,916,115

 

6,328,427

Unloading, storage, movement, loading and railroad transportation services.

 

5,570

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Supply of power, natural gas, oxigen, nitrogen, argon and iron ore pellets.

 

1,011,416

 

1,025,236

 

342,817

 

32,205

 

32,205

 

32,205

 

64,409

 

503,362

Processing of slag generated during pig iron and steel production

 

49,739

 

104,013

 

18,743

 

8,507

 

8,507

 

7,074

 

22,988

 

65,819

Manufacturing, repair, recovery and production of ingot casting machine units.

 

40,250

 

127,776

 

2,885

 

-

 

-

-

 

-

 

2,885

 

 

1,370,241

 

1,452,900

 

988,904

 

636,663

 

636,663

 

635,230

 

4,003,512

 

6,900,972


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Guarantees of Debt

We guarantee the loans that BNDES has granted to TLSATransnordestina in May and December 2005, and in January 2006, all of which mature by May 2028,September 19, 2056, adjusted based on the TJLP plus 1.5% per annum. The total outstanding amount of the debt as of December 31, 20132015 was R$2,0642,590 million.

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 under Permanent Track Use contracts.

The budget to conclude the project is under review, currently it is being analyzed by the competent agencies (shareholders), and it is expected that the reviewed budget will be as follows: Missão Velha-Salgueiro: R$0.4 billion, Salgueiro-Trindade: R$0.7 billion, Trindade-Eliseu Martins: R$2.4 billion, Missão Velha-Porto de Pecém: R$3 billion, Salgueiro-Porto de Suape: R$4.7 billion, amounting R$ 11.2 billion.

ConcessionsContingent Liability for Concession Payments

FTL - Ferrovia Transnordestina Logística S.A.and Transnordestina Logística S.A.

We hold interest in companies that have concessions to operate the Northeastern railway system, which 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. 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..

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, 2015, we held 89.79% 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, 2015, R$98.7 million in concession payments was outstanding over the remaining 12 years of the concession.


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Tecar

We hold the concession to operate TECAR, a solid bulks terminal, one of four terminals that form the Itaguaí Port, located in the State of Rio de Janeiro. In 2015, the company achieved the anticipated contract renewal for additional 25 years and, accordingly, the expiration date was postponed from 2022 to 2047. Itaguaí Port, in turn, is connected to the Presidente Vargas Steelworks, Casa de Pedra and Congonhas Minérios by the Southeastern railway system. Our imports of coal and coke are made through this terminal. Under the terms of the concession, we have the obligation to ship at least 3.0 million tons of bulk cargo annually and to make available room to ship 2.0 million tons of third parties’ iron ore and pellets cargoes. As of December 31, 2015, R$4,010 million was outstanding over the remaining 32 years of the concession. 

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, located in the State of Rio de Janeiro. As of December 31, 2012,2015, R$297 293 million of the cost of the concession was outstanding and payable over the remaining 1411 years of the concession. For more information, see “Item 4D. Property, Plant and Equipment – Capital Expenditures – Planned Investments”.


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Transnordestina and FTL

We hold interest in companies that have concessions to operate the Northeastern railway system, which 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. 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, 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$98 million in concession payments was outstanding over the remaining 15 years of the concession.

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.

Solid Bulks Terminal

We hold the concession to operate TECAR, located in Itaguaí Port, for a term expiring in 2022 and renewable for another 25 years. Itaguaí Port is connected to the Presidente Vargas Steelworks, Casa de Pedra and Namisa by the Southeastern 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.

MRS Logística S.A

As 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 an additional 30 years, We have contracts with MRS Logística S.A. for the transportationTransportation of iron ore, from the mines of Casa de Pedra in Minas Gerais to Volta Redondacoal, coke, steel products, cement and coke and coal from the Port of Itaguaí (RJ) to Volta Redonda, and transportation of our exports to the Ports of Itaguaí (RJ) and Rio de Janeiro (RJ). As of December 31, 2013, R$1,114 million was outstanding over the remaining 13 years of the concession.

Contractual Obligations

Namisamining products

Port Operating Services Agreement


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On October 21, 2008, CSN entered into an agreement for the provision of port services to Namisa for a 34-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 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 30 years in volumes that range from 42.0 million tons to 54.0 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 7,500,000 tons per year and for coal, coke and other reductionsmelter products is 3,500,000 tons per year. Variation of up to 10% is accepted, with a guarantee of payment of at 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 November 30, 2026

Transportation of Iron Ore for Export from Itaguaí

The volume set iswas 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.

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, theThe 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, with an acceptable variation of up to 20%. 10%,with a guarantee of payment of at least 80%,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

This agreement covers transportation of bagged cement from UPV to Rio de Janeiro, São José dos Campos and MRS are negotiatingSão Paulo. For 2014, the terms of a new contract.

White Martins Gases Industriais Ltda.


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To secure gas supply (oxygen, nitrogenvolume set was 376,251 tons; for 2015 was 520,000 and argon), in 1994for 2016 we signed a 22-year “take-or-pay” agreement with White Martins Gases Industriais, by which we are committedexpect it to acquire at least 90% of the gasbe 545,063 tons. The volume guaranteed in the agreement with White Martins’ plant.set is 633,600 from 2017 until 2026. 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 acquireprovide at least 70%80% 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 requiredcement 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.MRS. This agreement is valid until December 31, 2014.

We and CEG Rio are negotiating new values for this contract.2026.

Ferrovia Centro Atlântica - FCA 

Transportation of Reduction Products

We and FCA are negotiating


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This agreement covers transportation of reduction products from the termscity of Arcos to the city of Volta Redonda. 

As of 2014, volume set for reduction products was 1,805,000 tons with an acceptable variation of up to 5%. For 2015 the volume set was 1,860,000 tons with a new contract.guarantee of payment of at least 90%. 

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 2014, the volume set for clinker iswas 660,000 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 considerconsidered the total volume performed in both contracts - clinker and reduction products – regardless of the percentage transported of each one.

For 2015, the volume set was 660,000 tons with a guarantee of payment of at least 90%.

Vale S.A.Unloading, storage, movement, loading and railroad transportation services.

 In 2014, we signed a three-year “take-or-pay” agreement by which we are committed to guarantee at least 75% of cargo for transport in the first year and at least 69% of volume through the end of the agreement.

Supply of power, natural gas, oxygen, nitrogen, argon and iron ore pellets.

To secure pelletsgas supply (oxygen, nitrogen and argon), in 20091994 we signed a 5-year22-year “take-or-pay” agreement with Vale, by which we are committed to acquire at least 90% of the pelletsgas volume guaranteed in an agreement with Vale.the contract.  Under the terms of the agreement, we are not required to advance funds raised against future processing charges if Valethe supplier is unable to meet its financial obligations.

Companhia Paranaense de Gás - COMPAGÁS

We and Companhia Paranaense de Gás entered into a 20-year contract toTo secure natural gas supply. According to the “take or pay” clause,supply, 2007 we signed a five-year “take-or-pay” agreement, by which we are committed to acquire at least 80%70% of the annual natural gas volume contracted from Companhia Paranaense de Gás.provided by the supplier.  Under the terms of the agreement, we are not required to advance funds raised against future processing charges if the supplier 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 June 30, 2016. However, it has an automatic renewal clause for more six months which can be extended for equal and successive periods.

Companhia Paranaense de Energia – COPELTo secure pellets supply, in 2009 we signed a 5-year “take-or-pay” agreement, by which we are committed to acquire at least 90% of the pellets volume provided by the supplier.  Under the terms of the agreement, we are not required to advance funds raised against future processing charges if the supplier is unable to meet its financial obligations. In 2015 we signed a 1-year agreement without “take-or-pay” clause, but with a quarterly negotiation of pellet prices.

To secure energy supply, in 2001 we entered into a 20-year agreement with Companhia Paranaense de Energia.agreement. 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.the supplier.

América Latina Logística - ALL

WeProcessing of slag generated during pig iron and ALL are negotiating the terms of a new contract.


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K&K Tecnologiasteel production

CSN undertakes to acquire at least 3,0002,400 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.supplier undertakes to perform the Scrapscrap recovery Servicesservices resulting from the process of production of pig iron and steel from Presidente Vargas Steelworks, receiving by this process the equivalent in value of 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.March 31, 2016 and is under negotiation for renewal.


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SiemensManufacturing, repair, recovery and production of ingot casting machine units.

Siemens Vais Metal ServicesThe supplier provides Continuous Casting Machines Maintenance Servicescontinuous 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.expired in December 31, 2015. For 2016 we negotiated the minimum production to an average of 278,000 ton per month.

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, 2013:2015:

 

 

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.

(4)

Refers to TECON, TECAR, MRS and TLSA concessions agreements

(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.

(6)

We have outstanding contracts with several contractors in order to maintain our plants in good operating conditions; due to the strong demand for specialized maintenance service, the term of some of these contracts is for more than one year.

(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.

 

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)

23,214

3,276

6,202

4,062

9,674

Taxes payable in installments  

112

24

22

15

51

Long-term debt (2)

32,408

1,435

13,617

10,793

6,563

“Take-or-Pay” contracts  

6,901

989

1,273

1,270

3,369

Derivatives swap agreements(3)

72

72

0

0

0

Concession agreements(4)

4,402

161

323

323

3,595

 

Purchase obligations:

 

 

 

 

 

 Raw materials(5)

 629

447  

 182

0

 0

 Maintenance(6)

1,218

908

309

0

0

 Utilities/Fuel(7)

270

235

15

7

13

 Total  

2,116

1,590

506

7

13

       

(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, 2015, for futures with similar maturity to our derivative swap agreements.

(4) Refers to TECON, TECAR and FTL concessions agreements

(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.

(6) We have outstanding contracts with several contractors in order to maintain our plants in good operating conditions; due to the strong demand for specialized maintenance service, the term of some of these contracts is for more than one year.

(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.

 

5G. Safe Harbor

See “Forward-Looking Statements.”  


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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 of up to 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 five members, and our Board of Executive Officers was comprised of our Chief Executive Officer and threefive 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 25, 201428, 2016

Jacks Rabinovich 

Vice Chairman 

April 23, 1993 

April 25, 2014

Fernando Perrone 

Member 

 

September 26, 2002 

 

April 25, 201428, 2016

Antonio Francisco dos Santos Fabiam Franklin

Member 

 

December 23, 1997April 28, 2016 

 

April 25, 201428, 2016

Yoshiaki Nakano 

Member 

 

April 29, 2004 

 

April 25, 201428, 2016

Antonio Bernardo Vieira Maia

Member

 

April 30, 2013

 

April 25, 201428, 2016

Aloysio Meirelles de Miranda FilhoLéo Steinbruch

Member

 

April 30, 201328, 2015

 

April 25, 201428, 2016

Luis Felix Cardamone Neto

Member

 

April 25, 2014

 

April 25, 2014

 

Board of Executive Officers

 

 

 

 

 

Benjamin Steinbruch 

Chief Executive Officer 

 

April 30, 2002 

 

July 3, 2013August 12, 2015

Enéas Garcia Diniz 

Executive Officer 

 

June 21, 2005 

 

July 3, 2013August 12, 2015

Paulo Rogério Caffarelli

Executive Officer

 

 March 10, 2015

 

August 12, 2015

David Moise Salama

Executive Officer

 

August 2, 2011

 

July 3, 2013August 12, 2015

Luis Fernando Barbosa Martinez

Executive Officer

 

August 2, 2011

 

July 3, 2013August 12, 2015

Fabio Eduardo de Pieri Spina

Excutive Officer

 

September 18, 2015

 

September 18, 2015

Pedro Gutemberg Quariguasi Netto

Executive Officer

 

May 11, 2016

 

May 11, 2016

The next election for our Board of Directors is expected to take place inon April 2015.2017. The next election for our Board of Executive Officers is expected to take place in July.August 2017.

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 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.Institute and member of the Interinstitutional Advisory Board, or CCI, of the Superior Court of the State of São Paulo. Over the past five years, he also served as Chairman of the Board of Directors and CEO of Vicunha Siderurgia S.A. and of Nacional Minérios S.A., Vice Chaiman of the Board of Directors of Textília S.A., Chairman of the Board of Directors of Vicunha Aços S.A., Banco FibraVicunha S.A., Fibra Cia.Securitizadora de Créditos eFinanceiros, Fibra Cia. Securitizadora de Créditos Imobiliários Directorand Banco Fibra S.A.,  member of Textília S.A., Vicunha Steel S.A.,the Board of Directors of Elizabeth S.A. – Indústria Têxtil, Vicunha Participações S.A. and Vicunha Steel S.A., Officer of Rio Purus Participações S.A., and Officer of Rio Iaco (all these companies belong to our controlling group)Participações S.A., Chairman of the Board of Directors 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 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.(all these companies belong to our controlling group), Chairman of the Board of Directors of Companhia Metalúrgica Prada and FTL – Ferrovia Transnordestina Logística S.A. (bothcompanies are controlled by us), Chairman of the Board of Directors of Transnordestina Logística S.A. and Nacional Minérios S.A. (both companies jointly controlled by us, having Nacional Minérios S.A. ceased to exist on December 31, 2015), Chairman of the Deliberative Council of the CSN Foundation . 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.


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Jacks Rabinovich. Mr. Rabinovich has been a memberTable 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.contents

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.2005. He was our Infrastructure and Energy Executive Officer from July 10, 2002, to October 2, 2002. Over the past five years, he served as member of the Board of Directors of Profarma - Pharmaceuticals DistributorDistribuidora de Fármacos S.A., acting as Chairman, member of the Board of Directors of João Fortes Engenharia S.A., and member of the Management Board of Energia Sustentável S.A., Libra Aeroportos – Aeroporto de Cabo Frio and FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). He also serves as an independent consultant in the infrastructure area. 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 SantosFabiam Franklin. Mr. SantosFranklin has been a member of our Board of Directors since December 23, 1997, and a memberApril 28, 2016. Since April 4, 2016 he has been serving as Chairman of our Audit Committee since April 27, 2012. He is currently Chairman and Chief Executive Officerthe Advisory Council of CSN’s EmployeeStock Investment ClubFund (ClubeCSN Invest Fundo de Investimento CSNInvestimentos em Ações). 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 andis a member of the Board of Directors of the Caixa Beneficente dos EmpregadosBrazilian Association of Metallurgy and Mining (Associação Brasileira de Matelurgia, Materiais e Mineração) since April 2015. He also serves as General Mannager of Blast Furnaces at CSN or CBS, our pension plan.since 2002. Mr. SantosFranklin graduated in BusinessMetallurgical Engineering and holds a graduate degree in Organization and Finance, bothReduction Metallurgy, from the Coordination of Graduate Studies and Research - CECOP,–Mc Master University, Hamilton, Canada, and an MBA in Industrial Strategy and Business Management from Universidade Federal FluminenseFundação Dom Cabral – UFF/RJ.Belo Horizonte/MG.

 

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. OverHe also serves as a member of the Board of Directors of Transnordestina Logística S.A. (company joint controlled by CSN) and, over the past five years, Mr. Nakano has been a professor and Officer at the School of Economics of Fundação GetulioGetúlio Vargas – FGV/SP, a member of the Economy Superior Council (Conselho Superior de Economia - COSEC) of FIESP/Instituto Roberto Simonsen, and 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.until 2015. 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.

 

Antonio Bernardo Vieira Maia.Mr. Maia was elected member of our Board of Directors on April 30, 2013.2013 and a member of our Audit Committee since August 08, 2013, serving as Chairman of the Audit Committee since May 06, 2014, and of the Financial Committee since October 07, 2014. He is also CEO of BRG Capital Ltda. since July, 2005.2005 and member of the Board of Directors of Transnordestina Logística S.A. (company joint controlled by CSN) and of FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). From April, 1995 to May, 2005 he was Officer of Credit Suisse/Banco Garantia de Investimentos S.A. From April to December 2005, he served as amember of the Board of Directors of Banque Bénédict Hentsch & Cie SA, Geneva, Switzerland.S.A.. He began his career in Citibank Brazil, as as a trainee, in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst of Citigroup infor Latin America, and later as Chief of Staff in the Latin America Wealth Management division.until become an Office. Prior to that, he worked as an associate of Banco Bozano Simonsen de Investimentos in Rio from August 1979 to December 1981.1981, and he served as amember of the Board of Directors of Banque Bénédict Hentsch & Cie SA, Geneva, Switzerland, from April to December 2006. He graduated in 1981 in Business and Public Administration from the Fundação Getulio Vargas. 

 

Aloysio Meirelles de Miranda Filho.Léo Steinbruch:Mr. Miranda Filho was electedSteinbruchhas been member of ourthe Company’s Board of Directors onsince April 30, 2013. He28, 2015 and is also 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 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. Cardamone Neto has been the CEO of Banco Fibra since October 2013, and a deputy member of the Board of Directors of Transnordestina LogísticaElizabeth S.A. since December 2013. In the past five years, he served as executive officerIndústria Têxtil, Vicunha Aços S.A., Vicunha Participações S.A., Vicunha Steel S.A. and Textília S.A.. He is also an Executive Officer at CFL Participações S.A. and at Taquari Participações S.A., and administrator of Santander Financiamentos and 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) memberFazenda Santa Otília Agropecuária Ltda. (all these companies are part of the Boardcontrolling group of DirectorsCSN).


Table 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 and completed an MBA program in Finance at IBMEC.contents

 

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 areasteel, cement, energy and environmental operational  areas since June 21, 2005. He has been serving CSN since 1985, previously acting as General Manager of Hot Rolling, GeneralManager of Maintenance, Metallurgy Officer and General Officer of the Presidente Vargas Steelworks.Steelworks and Director of Nacional Minérios S.A. (Nacional Minérios S.A. ceased to exist on December 31, 2015). Mr. Diniz is also currently a member of the Board of Directors and Officer of Arvedi Metalfer do Brasil S.A., Cia. Metalic Nordeste, Companhia Metalúrgica Prada, ITASA. and Cia.Metalic Nordeste, a member of the Board of Directors of NacionalCongonhas Minérios S.A., Itá Energia S.A., Sepetiba Tecon S.A., Companhia Brasileira de Serviços de Infraestrutura and Lusosider – Aços PlanosPlano S.A., (all companies controlled by us or CBSI, andwith equity interrest of CSN). He is also currently serving as Officer of CSN Cimentos S.A.,Cia. Metalic Nordeste, Companhia Florestal do Brasil, Companhia Metalúrgica Prada, CSN Energia S.A., Estanho Rondônia S.A., Itá Energática S.A., Minérios Nacional S.A. and Stahlwerk Thüringen GmbH (all companies controlled by us or with equity interrest of CSN, having Nacional Minérios S.A. ceased to exist on December 31, 2015) and Fundação CSN.Mr.CSN. Mr. Diniz graduated in Mechanical Engineering from Pontificia Universidade Católica do Rio de Janeiro - PUC / RJ, further specialized in Business Management from Universidade Federal Fluminense - UFF/RJ and has an MBA from the Fundaçăo Dom Cabral Business School of Belo Horizonte.


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David Moise Salama.Mr. Salama was elected Executive Officer on August 2, 2011, being in charge of the investor relations area.real estate, insurance and credit areas. He has been serving CSN since 2006, having previously acted as Investor Relations Manager.Manager until August 2011 and as Investor Relations Executive Director from August 2011 until May 2015. He is also currently serving as Executive Officer of CSN Cimentos,Estanho de Rondônia S.A. and as an alternatemember of the Board of Directors of Cia. Metalic Nordeste, Companhia Florestal do Brasil, Congonhas Minérios and Sepetiba Tecon S.A. (all companies controlled by CSN), and also a deputy member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional –of CSN, or 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.PwC. 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 Martinez.Mr. Martinez was elected Executive Officer on August 2, 2011, being in charge of the commercial and logistic areas of the steel, products commercial area.cement and special sales segment. He has been serving CSN since 2002, having previously acted as Sales Officer.Officer and Director of Nacional Minérios S.A. (Nacional Minérios S.A. ceased to exist on December 31, 2015). Mr. Martinez is also President of the Brazilian Association of Steel Packaging – ABEAÇO 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,ABM. He is also currently serving as Officer of Cia. Metalic Nordeste, Congonhas Minérios S.A., Estanho de Rondônia S.A., Mineração Nacional S.A., CSN Energia, S.A. and an alternateStahlwerk Thüringen GmbH, , and member of the Board of Directors of NacionalCongonhas Minérios S.A., Companhia Florestal do Brasil, Companhia Metalúrgica Prada (all companies controlled by us) and MRS Logística S.A. (company joint controlled by us) and and member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS. 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.Canada.

Other Key ExecutivesPaulo Rogério Caffarelli

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.

Rogério Leme Borges dos Santos.Mr. SantosCaffarelli has been our controllerthe Executive Officer responsible for the Company’s corporate areas since April,March 10, 2015 and for the investor relations area since March 1,2016. He has been a member of Banco Votorantim since 2009, Chairman of the Board of Directors of Brasilcap Capitalização since 2010 and deputy member of the Board of Directors of Transnordestina Logística S.A. (joint controlled by us). He worked for more than 30 years at Banco do Brasil, in the last five years of which in the following areas: wholesale, international business, private bank, capital market, insurance, private pension plans, capitalization, credit cards and individual loans. In the last five years, he was Executive Secretary of the Ministry of Finance, between 2014 and 2015, an alternate member of the Advisory Board of the Deposit Insurance Fund (FGC) between 2013 and 2014, CEO of BB Banco de Investimentos (BB-BI) and BB Leasing between 2012 and 2014, and a member of the Board of Directors of Vale S.A., between 2014 and the beginning of 2015, BB Gestão de Recursos (BB DTVM) between 2010 and 2014, BB Mapfre SH1 Participações, between 2011 and 2012,  and Mapfre BB SH2 Participações, between 2011 and 2012, Chairman of the Board of Directors of Brasilprev, between 2009 and is currently our principal financial officer for purposes2012, IRB Brasil Resseguros, between 2010 and 2012 and CBSS Visavale (Alelo), between 2010 and 2012, Vice Chairman of Form 20-Fthe Board of Directors of Visanet (Cielo), between 2009 and related certifications. He previously worked at Alcoa Inc. as Latin America regional controller2012, President of Fenacap – National Capitalization Federation, between 2011 and at Coopers & Lybrand Auditores (later incorporated by PricewaterhouseCoopers) as audit manager.2012, BB Seguros Participações, between 2009 and 2012, BB Administradora de Cartões de Crédito, between 2009 and 2012, BB ELO Participações, between 2010 and 2012, and ABECS – Brazilian Association of Credit Card and Service Companies, between 2009 and 2012, Vice President of CNseg – National Confederation of Insurance Companies, between 2011 and 2012, a member of the Self-Regulating Board of Febraban – Brazilian Federation of Banks, between 2010 and 2011, a member of the Advisory Board of BBTUR, between 2009 and 2011, and a member of the Fiscal Council of Neoenergia between 2009 and 2010. Mr. Santos graduatedCaffarelli has a degree in accountingLaw from Pontifícia Universidade Católica de São Paulo, or PUC/SP,the Pontifical Catholic University of Curitiba, an MBA in Corporate Law and Finance from the Getulio Vargas Foundation (FGV), and has ancompleted specialization courses in Foreign Trade at the FAE/CDE Business School in Curitiba, and in International Executive MBATrade Law at IBEJ Curitiba. He also has a Master’s degree in Business Administration and Economics from the University of Pittsburgh.Brasília.


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Fábio Eduardo De Pieri Spina.Mr. Spina was elected Executive Officer on September 17, 2015, and is in charge of the legal area. During the last few years Mr. Spina acted as the Vice-President Legal Corporate Finance of The Kraft Heinz Company, during 2014 and 2015, having also acted as Latin America General Counsel and Global Head of Ethics & Compliance. Mr. Spina acted as an Officer at AGN Participações and Director of AGNs’ subsidiaries from 2012 until 2014. From 2009 until 2011, he acted as Global General Counsel and Corporate Affairs Officer at Vale S.A. and acted as Vice-President of Investor Relations of Anheuser-Busch Inbev during 2008 and 2009. Mr. Spina was also a teacher at INSPER and acted as a member of the INSPER Legal Consulting Board, Executive Vice-President of the Brasil-China Economic Council, a member of the board of IBRAM (Brazilian Mining Institute), a Board member of the Centre for Sustainable Development Vale-Columbia University, a member of the Consulting Board of Fundação Getúlio Vargas – FGV and member of the Board of Instituto Millenium. Mr. Spina graduated in law at the University of São Paulo Law School (São Paulo, Brazil - 1994) and possesses an L.L.M. from Columbia University School of Law (NY, US – 1997), and an MBA from INSEAD/Wharton (Fontainebleau, France - 2002).

Pedro Gutemberg Quariguasi Netto. Mr. Quariguasi was elected Executive Officer on May 11, 2016, and is in charge of the strategic businesses area. During the last five years, Mr.Quariguasi acted as CEO of Vale at Moçambique and as Global Officer of Coal of Vale at Australia from March 2014 until April 2016, and as Partner and Commercial and Marketing Officer at B&A Mineração from May 2012 until September 2013. Mr. Guariguasi has a degree in Metallurgical Engineering from Universidade Federal Fluminense, a Master degree in Metallurgical Engineering from Pontificia Universidade Católica do Rio de Janeiro, a PhD in Metallurgical Engineering from McGill University, Canada, and an MBA in Finance, Corporate Strategy and Economy from McKinsey & Company.

Mr. Benjamin Steinbruch and Mr. Léo Steinbruch are cousins. There are no other 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 directors’ and officers’ liability insurance insuring our Directors, our Executive Officers and certain key employees against liabilities incurred in connection with their respective positions with us.


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6B. Compensation

For the year ended December 31, 2013,2015, 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$29.7 47.9 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$422 million in 2013. The fair value of the plan assets of CBS, totaled R$2,685 million as of December 31, 2013, and projected benefit obligations were R$2,263 million. See Note 28 to our consolidated financial statements contained in “Item 18. Financial Statements.”

6C. Board Practices

Fiscal Committee and Audit Committee


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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. Currently, we do not have a Fiscal Committee in place.

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 Bernardo 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, 2011, 20122013, 2014 and 2013,2015, we had 20,791, 21,23221,962 and 21,96222,801 and 23,736 employees, respectively.  As of December 31, 2013,2015, approximately 3,6003,500 of our employees were members of the Steelworkers’ Union of Volta Redonda and region, which is affiliated with the Força Sindical since 2012, a national union.  We believe we have a good relationship with 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 4419 members, the Accountants’ Union with 42 members and the Workers’ Unions from Arcos, Casa de Pedra, Camaçari, Recife and Araucária, with a total of 271258 members. At all other companies controlled or jointly controlled, by us,CSN, such as Prada, ERSA, NamisaNamisa/Congonhas Minérios and TLSA,Transnordestina, we have a total of 1,4561,550 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.


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. See further details in Note 27 to our consolidated financial statements contained in “Item 18.  Financial Statements.”

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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 SiderurgiaAços S.A. and Rio Iaco Participações S.A., our controlling shareholders.

All of our Executive Officers and members of our Board of Directors held an aggregate of 1,55690,550 shares of our outstanding common shares as of December 31, 2013.2015.


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Item 7. Major Shareholders and Related Party Transactions

7A. Major Shareholders

On December 31, 2013,2015, our capital stock was composed of 1,457,970,1081,387,524,047 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, 2013,2015, 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:major shareholders:

 

 

 

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.

 

 

Common Shares  

     

Name of Person or Group  

 

Shares Owned  

 

Percent of Outstanding  Shares

 

Vicunha Aços S.A.(1)

 

 697,719,990

 

 50.29%

Rio Iaco Participações S.A.(1)

 

58,193,503

 

4.19%

     

(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

The Company’s transactions with companies directly or indirectly owned byrelated parties consists of (i) transactions with our principal shareholders or members of our Board of Directors. See “Item 4. Information on the Company – A. Historyholding companies; (ii) transactions with subsidiaries, jointly controlled entities, associates, exclusive funds and Development of the Company,” “Item 4B. Business Overview,” “Item 4D. Property, Plantother related parties; and Equipment – Acquisitions and Dispositions”, “Item 6A. Directors and Senior Management”, “Item 7A. Major Shareholders” and(iii) other unconsolidated related parties, which are detailed in Note 19 to the consolidated financial statementsour Consolidated Financial Statements included in “Item 18. Financial Statements.”Statements”. 

i.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, holding 51.41% of CSN´s voting shares. Rio Iaco Participações S.A is also a holding company and holds 4.29% of CSN´s voting capital.

ii.Our commercial and financial transactions with our subsidiaries, jointly controlled entities, associates, exclusive funds and other related parties are carried out at normal market prices and conditions, based on usual terms and rates applicable to third parties.  The Company presents details of suchtransactions in Note 19,  item b) of our Consolidated Financial Statements.

     iii        The Company mantain relations with other unconsolidated related parties as CBS Previdência, Fundação CSN, Banco Fibra, Ibis Participações e Serviços Ltda and Companhia de Gás do Ceará


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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, 2013,2015, the Company and its subsidiaries were defendants in 9,0677,532 labor claims, for which a provision has been recorded in the amount of R$251 479 million. Most of the claims relate to alleged subsidiary and/or joint liability with respect to our independent contractors, salary equalization, health hazard premiums andhazardous duty premiums, overtime pay, differences in the 40% fine on the severance pay fund (FGTS) deposits resulting from past federal government economic plans, and 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.


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Civil Contingencies

 

These are mainly claims for indemnities within the civil judicial processes in which we are involved. Such proceedings result, in general, resultfrom contractual disputes and collection of occupational accidents, diseasesvalues, claims for damages and contractual disputescompensations related to our commercial and industrial activities.activities, real estate disputes and disputes aiming at restoring health insurance. As of December 31, 2013,2015, the amount relating to probable losses for these contingencies was R$82 128 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, 2013,2015, the amount relating to probable losses for civil contingencies relating to environmental issues was R$4 18 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$428214 million has been recorded in 2013.2015.

 

RefisREFIS I, REFIS II and Advance Tax Payment Program

In November 2009, we adhered to the REFIS I, a special settlement and installment payment program 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.2008. Law No. 12,865/12,865, dated October 9, 2013, later extended the original deadline of the REFIS I (originally November 2009) to December 2013 and allowed the submission of additional tax and social security liabilities under the program. On December 31, 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 systemprogram 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.


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Our decision to join both the REFIS I and the REFIS II took into consideration the economic benefits provided by the REFIS II,such settlement programs, such as discounts in the amounts of fines, interest and fine exemptions,legal charges due, as well as the high costs of maintaining pending lawsuits. Joining

In November 2014, we adhered to the Advance Tax Payment Program established by the Federal Government under Law 13.043/2014, which allowed settlement of active federal debts, including the debts that were covered by the REFIS I and REFIS II allows usprograms mentioned above, through an advance payment of 30% of the total amount due in cash and the offset of the remaining amount due with tax losses. The total amount included in the program was R$1.603 million, resulting in an impact to paythe cash account of R$ 502 million and a reduced amountpositive result of fines, interestR$ 79 million in our income statements. We are currently waiting for a formal notification to be issued by the Federal Revenue to consolidate the Tax Payment Program.

As of December 31, 2015, we started to consolidate Congonhas Minérios as successor of Namisa in our results and legal charges that were previously due.financial reports, including its settlement and installment payment programs. In November 2013, Namisa adhered to the Tax Recovery Program for Profits of Foreign Subsidiaries, or REFIS II, established by the Federal Government to settle the Income Tax (IRPJ) and the Social Contribution on Net Income (CSLL), arising from the taxation of profits of foreign subsidiaries.  Namisa did not adhere to the Advance Tax Payment Program. On December 31, 2013,2015, the position of theCongonha´s debt under the REFIS II recorded under taxes payable in installments, was R$412 62 million.

For more information, see Note 16 – Taxes Installments - to the consolidated financial statements included in “Item 18.14.a). Financial Statements.”Statements”.

 

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, onin 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.


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In September 2011, we received a request from the SDE to provide information related to the acquisition of shares of Usinas Siderúrgicas de Minas Gerais S.A. –, or Usiminas, which later evolved to the analysis by CADE of a concentration act. In October 2011, SDE involved the CADE and the SEAE on the subject and we provided the requested information to these antitrust bodies.

 

In April and July, 2012, CADE issued certain injunctive orders limiting our ability to, among other things, acquire moreincrease our equity stake in Usiminas shares or exercise our voting rights onwith the shares we already own.

 

On April 10, 2014 CADE issued its decision on the matter, and a term of undertakingPerformance Commitment Agreement (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 interestequity stake in Usiminas, within a specified timeframe. The timeframe and percentage reduction percentages are confidential. Furthermore, our political rights in Usiminas will continue to be suspended until we reach the thresholds established in the TCD. On March 24, 2016, we applied to CADE to partially suspend the TCD so that we are able to exercise certain political rights, namely that of appointing  independent directors and members of the fiscal committee. On April 27, 2016 CADE granted our request, and on April 28, 2016, at USIMINAS’Annual General Meeting, we appointed two (2) independent directors and one (1) independent member of the fiscal committee of Usiminas, and their respective alternates. The election of Usiminas’ Board and Fiscal Committee members by CSN, as well as all meetings of the Board of Directors of Usiminas, are currently suspended as a result of judicial decisions issued by the State Court of Minas Gerais and the Federal Court of the Federal District, respectively. CSN has appealed the decision issued by the State Court of Minas Gerais on May 13, 2016.

 

Other Legal Proceedings

 

We are defendants in other proceedings at administrative and judicial levels, in the approximate amount of  R$12,37121,541 million as of December 31, 2015 (R$15,430 million as of December 31, 2014), of which R$ 10,90219,024 million relate to tax contingencies as of December 31, 2015 (R$13,799 million as ofDecember 31, 2014), R$350834 million to civil contingencies R$1,044as of December 31, 2015 (R$446 million as of December 31, 2014), R$1,033 millionto labor contingencies and social security contingencies as of December 31, 2015 (R$1,070 million as of December 31, 2014) and R$75359 million to environmental contingencies.contingencies as of December 31, 2015 (R$115 million as of December 31, 2014). The assessments made by legal counsel define these contingencies as entailing a risk of possible loss and, therefore, no provision has been recorded. Contingencies related to each of our subsidiaries are included proportionally to the percentage of these subsidiaries that we consolidate in our financial statements.


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Our main tax contingency relates to a R$6,526 7,743 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.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 Bureau of Federal Public Attorneys filed an appeal against suchSuch decision which is pending judgmentwas partially reviewed by the Administrative Board of Tax Appeals (CARF) and the tax assessment notice was partially reinstated. CSN and the Bureau of Federal Public Attorneys filed administrative appeals against CARF’s decision and we are currently waiting for the analysis by the Superior Council of Tax Appeals (Conselho Superior de Recursos Fiscais).

The same tax assessment notice informed above resulted on other contingency issued against Namisa (merged in  December 31, 2015 by our subsidiary Congonhas Minérios), in a total amount of R$2,250 million. This tax assessment demands the payment of income tax and social contribution not paid in view of the alleged improper goodwill amortization from 2008 to 2011. On May 2013, the São Paulo Regional Judgment Office (Delegacia Regional de Julgamento), the lower administrative court, issued a decision favorable to Namisa and cancelled the tax assessment notice. Such decision was maintained by CARF and we are currently waiting for the analysis by the Superior Council of Tax Appeals (Conselho Superior de Recursos Fiscais) of the special appeal filed by the Bureau of Federal Public Attorneys.

In December 2015, CSN received a new tax assessment notice, in the total amount of R$ 1.087 million for having allegedly improperly deducted interest expenses agreed in the pre-payment contracts between CSN and Namisa. We filed our defense before the São Paulo Regional Judgement Office (Delegacia Regional de Julgamento) and are waiting for a decision to be issued.

In July 2012, the environmental public prosecutor of the State of Rio de Janeiro (Ministério Público Estadual do 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 landfill 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. 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 considering the conclusion of all studies related to investigation phases, including the risk assessment and have commenced investigations,intervention plan, which under the timetable we proposed, is expected to be completed bywere concluded in April 30, 2014. We presented the studies resulting from our investigation to INEA and are awaiting for their response. 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$35 million in connection with the matters involving Volta Grande IV Residential and requested that we perform the same actions already under discussion in the July 2012 public prosecutor lawsuit. In January 2014 we filed a lawsuit 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 the State of Rio de Janeiro, described above.

After that, in May 2014, the state of Rio de Janeiro (INEA) filed a lawsuit to execute the debt. We are currently challenging both proceedings but no final decision on this matter has been issued to date.

As a result of the accident involving a Brazilian mining company in November 2015, the State of Minas Gerais filed judicial proceedings against several companies in the mining segment, based on the information disclosed in 2014 on the Environmental Statement Register. These proceedings question the structures that do not have technical stability guaranteed by an external auditor or which stability was not attested due to a lack of documents or technical data.

On March, 2016, CSN was notified about the Public Civil Action filed against it by the State of Minas Gerais and the State Environmental Foundation (FEAM) questioning the stability of CSN’s structure referred to as BAIA 4 – a small structure installed inside the industrial area and used for collection of fine of the ore filtration process. Such proceeding was filed based on outdated information. CSN will present its defense, clarifying the facts and attesting the stability of BAIA 4’s structure, in accordance with the auditor report.


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Environmental and social contingencies for our logistics facilities and the implementation of the new railroad are being reviewed by the management in accordance with the emergency attendance and the risk management plans established in 2014.

For further information on our legal proceedings and contingencies, see Notes 17 and 18 to our consolidated financial statements.

Dividend Policy

General


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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’Shareholders’ 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.

At our Annual Shareholders’ Meeting of April 28, 2016, our shareholders ratified the payment of R$ 275 million as dividends relating to 2015, which were already approved by the Board of Directors Meeting held on March 11, 2015, and paid to the shareholders. For dividends declared during the past four years, see “Item 3A. Selected Financial Data.”

At our Annual Shareholders’ Meeting of April 25, 2014, our shareholders ratified the payment of R$610 million as dividends and R$190 million as interest on shareholders’ equity relating to 2013, which were already approved by the Board of 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, shareholders are entitled to receive as a mandatory dividend in each fiscal year, either (i) the portion of the profits as may be stated in the bylaws of the company or, in the event the latter is silent in this regard, (ii) an amount equal to 50% of ourthe net profits as further (i)increased or reduced byby: (a) amounts allocated to the legal reserve; (ii) reduced by(b) amounts allocated to the contingency reserve and the tax incentive reserve, if any; and (iii) increased by the eventual(c) any reversion of any contingency reserves constituted in prior years. The payment of dividends may be limited to the amount of net profits realized during the fiscal year, provided that the difference is recorded as a reserve for unrealized profits. Profits recorded in the reserve for unrealized profits, when realized and not absorbed by losses in subsequent years, willhave to be added to the first dividend declared after their realization. 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 shareholders inat least 25% of our adjusted net profits, which amount shall include any particular year (“Distributable Amount”).interest paid on capital during that year. See “Mandatory Dividends” below.


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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 cannot 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.


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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. 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 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 as 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 payment of the Mandatory Dividend.

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. Amounts allocated to our capital reserve are not taken into consideration for purposes of determining Mandatory 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.


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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 Amountour adjusted profits (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.


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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. 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.

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 20132015 was 5.0%6.25%.

Interest on shareholders’ equity is deductible up to the greater of the following amounts:(i) 50% of the net profits,income (before taking into account the amounts attributable to shareholders as determined for accounting purposes, forinterest on shareholders' equity and the current periodprovision of interest paymentcorporate income tax but after the deduction of the provision of the social contribution on net profits and beforeprofits) related to the provision for income tax andperiod in respect of which the deduction of the amount of such interest; andpayment is made; or (ii) 50% of the balancesum of accumulated earningsretained profits and profits reserves from prior years.as of the date of the beginning of the fiscal year in respect of which the payment is made


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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:

 

 

Common Shares(1)

American Depositary Shares(1)

 

U.S.$ per Share(2)

 

Volume  

 

U.S.$ per ADS  

 

Volume  

 

High  

 

Low  

 

(Inthousands) 

 

High  

 

Low  

 

(Inthousands) 

2009:

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

18.45

 

6.03

 

4,930

 

18.61

 

6.00

 

7,214

2010:

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

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

 

10.83

 

8.09

 

3,958

 

10.88

 

8.53

 

5,486

Second quarter

 

9.58

 

5.23

 

3,914

 

9.63

 

5.24

 

5,078

Third quarter

 

6.80

 

4.56

 

6,435

 

6.78

 

4.55

 

7,331

Fourth quarter

 

5.84

 

4.75

 

4,940

 

5.90

 

4.72

 

6,695

Year End

 

10.83

 

4.56

 

4,817

 

10.88

 

4.55

 

6,148

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

 

5.96

 

3.59

 

6,905

 

5.92

 

3.63

 

6,080

             

 

 

Common Shares(1)

 

American Depositary Shares(1)

 

 

U.S.$ per Share(2)

 

Volume  

 

U.S.$ per ADS  

 

Volume  

  

High  

 

Low  

 

(Inthousands) 

 

High  

 

Low  

 

(Inthousands) 

2010

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

14.58

 

10.26

 

3,680

 

14.67

 

9.76

 

5,349

2011

 

 

 

 

 

 

 

 

 

 

 

 

Year end

 

16.60

 

5.83

 

3,456

 

13.37

 

5.62

 

4,828

2012

 

 

 

 

 

 

 

 

 

 

 

 

Year End

 

7.58

 

3.79

 

4,868

 

8.36

 

3.67

 

6,131

2013

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

5.22

 

3.69

 

5,607

 

5.11

 

3.68

 

5,175

Second quarter

 

3.79

 

2.39

 

7,943

 

3.80

 

2.37

 

6,103

Third quarter

 

3.73

 

2.02

 

8,441

 

3.87

 

2.10

 

6,823

Fourth quarter

 

5.71

 

3.62

 

6,285

 

5.64

 

3.73

 

6,752

Year End

 

6.01

 

2.14

 

7,104

 

5.64

 

2.07

 

6,225

2014

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

5.50

 

3.37

 

6,458

 

5.59

 

3.39

 

6,057

Second quarter

 

4.14

 

3.56

 

5,764

 

4.17

 

3.59

 

3,925

Third quarter

 

4.82

 

3.54

 

5,715

 

4.88

 

3.31

 

5,515

Fourth quarter

 

3.33

 

1.65

 

6,146

 

3.49

 

1.55

 

5,299

Year End

 

5.52

 

1.79

 

6,019

 

5.59

 

1.55

 

5,185

2015

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

2.13

 

1.39

 

5,992

 

2.02

 

1.45

 

2,941

Second quarter

 

2.95

 

1.68

 

5,139

 

2.89

 

1.65

 

3,003

Third quarter

 

1.63

 

0.79

 

6,847

 

1.61

 

0.77

 

3,771

Fourth quarter

 

1.59

 

0.96

 

7,273

 

1.58

 

0.94

 

1,521

Year End

 

2.71

 

0.83

 

6,314

 

2.89

 

0.77

 

2,372

2016

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

2.11

 

0.81

 

7,207

 

2.27

 

0.73

 

1,774

Month Ended:

 

 

 

 

 

 

 

 

 

 

 

 

April 29, 2016

 

3.83

 

1.96

 

10,269

 

3.78

 

1.94

 

3,382

 

Source: Economática and Bloomberg.

 

(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.


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Month Ended:

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

              

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 29, 2014,2016, the closing sale price (i) per common share on the BM&FBOVESPA was of R$8.7913.14 and (ii) per ADS on the NYSE was of U.S.$3.94.US$3.78. The ADSs are issued under a deposit agreement and JP Morgan Bankserves as depositary under that agreement.  

As of December 31, 2013,2015, approximately 344336,435 million, or approximately 23.6%24.2%, 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 202172 record holders (other than our ADR depositary) with addresses in the U.S., holding an aggregate of approximately 8061 million common shares, representing 5.47%10.0% of our outstanding common shares.

9B. Plan of Distribution

Not applicable.

9C. Regulation of Securities 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 2013,2015, the aggregate market capitalization of the BM&FBOVESPA was equivalent to R$2.41.91 trillion (or U.S.US.$1.0 trillion) 490 billion). In contrast, as of December 2013,2015, the aggregate market capitalization of the NYSE was U.S.$17.9US$24.50 trillion. The average daily trading volume of the BM&FBOVESPA and NYSE for December 20132015 was of approximately R$7.46.79 billion (or U.S.US.$3.5 2.04 billion) and U.S.$64 3.69 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 ADSstheADSs and Our Common Shares— 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”


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As of December 31, 2013,2015, we accounted for approximately 0.84%2.90% 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:

Ibovespa Index

 

 

 

 

 

 

 

 

 

 

 

 

 

High  

 

Low  

 

Close  

 

High  

 

Low  

 

Close  

 

 

 

 

 

 

      

2009

 

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

 

68,394

 

52,481

 

60,952

2013

 

63,472

 

44,816

 

51,507

2014

 

62,304

 

44,904

 

50,007

2015

 

58,574

 

42,749

 

44,014

2016 (through March 31)

 

50,023

 

37,046

 

49,084

2013

 

63,472

 

44,816

 

51,507

2014 (through March 31)

 

51,794

 

44,904

 

51,701

 

The IBOVESPA index closed at 51,70149,084 on March 31, 2014.2016. 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


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According to Law No 6,385, dated December 7, 1976, 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. 547,565, of January 5, 2014,June 15, 2015, 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.


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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’ meeting 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;

·        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, ofdated December 7, 2009, as amended (“CVM Rule No. 480”), CVM expanded the quantity and improved 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 and provides for issuers to file annually a comprehensive and opinative reference form (Formulário de Referência).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 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, ofdated December 17, 2009, as amended (“CVM Rule No. 481”), 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.


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CVM Rule No. 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, speciallyespecially for companies with widely dispersed capital; and, consequently (iii) facilitate the oversight of corporate businesses.

9D. Selling Shareholders

Not applicable.


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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 December 31, 20132015 our capital stock was composed of 1,457,970,1081,387,524,047 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.”


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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.

Voting Rights

Each common share entitles the holder to one vote at our shareholders’ meetings. According to CVM 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.


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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 of our Board of 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 theJornal Valor Econômico, at least 15 days prior to the scheduled meeting date and no fewer than three times. 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.


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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 a 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.


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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-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 fof 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.

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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.


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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 direct or indirect 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, dated March 31, 2000, 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.”

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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 the 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.”


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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 you surrender your ADSs and withdraw common shares, you 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.

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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”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 specifically 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.

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”).


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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.generated, but CSN does not have any profits generated prior to January 1, 1996.

It is important to note that as from January 1st, 2008, Brazil has adopted new GAAP, following IFRS standards. As from such date, Brazilian income taxes were calculated under a temporary regime called Transitional Tax Regime (RTT, in the Portuguese acronym).  The goal of such regime was to neutralize the impacts on the calculation of the corporate income tax in Brazil that could derive from the adoption of the new GAAP. Law 12.973 was then enacted in 2013, with the goal to adapt Brazilian tax legislation, based on the new GAAP, eliminating the RTT. With the introduction of the new rules, the law determined that, for fiscal year 2014, any dividends paid out of accounting profits which, for any reason, would be higher than the “tax profits” calculated according to the RTT, would be subject to withholding income tax in Brazil. Nonetheless, CSN does not have relevant accounting adjustments which could result in a lower “tax profit” as compared to the group’s accounting profit, reason why no withholding income tax shall be levied on any future distribution of dividends paid out of profits generated in 2014. As from fiscal year 2015, since there is no “tax profit” under the RTT, no potential exposure should exist, and the exemption for dividends is normally applicable again.

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”),or 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

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):


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·               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;

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·               are subject to income tax at a raterates varying from 15% to 22.5%, depending on the total amount of 15%gains within the same fiscal year (see table below) 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.

The capital gains rates described above, varying from 15% to 22.5%, shall be determined according to the following table:

Capital Gains Tax rate

Threshold (total gains on the sale of the same rights within a same fiscal year)

15.0%

Total gains below BRL 5 million

17.5%

Total gains above BRL 5 million, but below BRL 10 million

20.0%

Total gains above BRL 10 million, but below BRL 30 million

22.5%

Total gains above BRL 30 million

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.


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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:

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·         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.

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(“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.


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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” (asor a “Non-U.S. Holder” (both 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, the alternative minimum tax or the Medicare tax on net investment income) other than U.S. federal income taxation.

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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.

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 American 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’Shareholders’ equity under Brazilian law and (ii) amounts withheld in respect of Brazilian taxes)taxes and (iii) any additional amounts payable in respect of such withholding taxes as described above under “Brazilian Tax Considerations—Taxation of Dividends and Interest on Shareholders’ Equity”) 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 ourbyour 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.


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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 20% rate of tax in respect of “qualified dividend income” 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”)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.

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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 regarding 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.

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 stockholdersShareholders 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 (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,certaincircumstances, 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).


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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, thea non-corporate U.S. Holder’s gain or loss will be capital gain or loss taxed at a maximum rate of 20% where the property is held for more than one year. The deductibility of capital losses is subject to limitations under the Code.

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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 be able to 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 (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.

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 foreignnon-U.S. corporation owns at least 25% by value of the stockthestock of another corporation, the foreignnon-U.S. 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.


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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.

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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“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 minimis quantities, 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.

A U.S. Holder that makes a mark-to-market election with respect to its ADSs 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, and any gain recognized on the sale, redemption or other taxable disposition of an ADS with respect to which such an election is in place, 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.amounts on its annual inclusions. 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.


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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 long-term 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.

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Under recently issued temporary regulations effective for taxable years ending on or after December 30, 2013, aA U.S. Holder who owns common shares or ADSs during any taxable year that we are a PFIC in 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.or QEF election, among other circumstances. 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 toreceived by 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.

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, 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.


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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.

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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 could 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

·         “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.


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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:

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·        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.

 

 

 

Maturities

Exposure as of December 2013* (amortization)

 

Notional amount

 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

Maturities

Maturities

Exposure as of December 2015* (amortization)

 

Notional amount

 

2016

 

2017

 

2018

 

2019

 

2020

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

U.S. dollar LIBOR

 

2,743

 

298

 

158

 

476

 

476

 

215

 

1,120

 

6,512

 

449

 

605

 

881

 

1,693

 

1,976

 

908

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

U.S. dollar fixed rate

 

7,940

 

52

 

977

 

-

 

-

 

-

 

6,911

 

11,103

 

287

 

-

 

-

 

2,801

 

4,110

 

3,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

CDI

 

15,260

 

1,783

 

1,949

 

2,563

 

2,991

 

3,623

 

2,351

 

14,496

 

345

 

680

 

4,728

 

3,078

 

2,361

 

3,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Euro fixed rate

 

386

 

-

 

-

 

77

 

77

 

77

 

155

 

510

 

102

 

102

 

102

 

102

 

102

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

TJLP

 

1,016

 

70

 

75

 

81

 

81

 

81

 

628

 

1,052

 

40

 

57

 

57

 

66

 

60

 

772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Other

 

80

 

31

 

23

 

13

 

4

 

2

 

7

 

141

 

104

 

15

 

11

 

3

 

3

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

Exposure as of December 2012* (amortization)

 

Notional amount

 

2013

 

2014

 

2015

 

2016

 

2017

 

Thereafter

Maturities

Maturities

Exposure as of December 2014* (amortization)

 

Notional amount

 

2015

 

2016

 

2017

 

2018

 

2019

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

U.S. dollar LIBOR

 

2,143

 

160

 

362

 

463

 

622

 

536

 

-

 

4,364

 

328

 

539

 

645

 

373

 

1,191

 

1,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

U.S. dollar fixed rate

 

8,046

 

1,162

 

25

 

831

 

-

 

-

 

6,028

 

8,760

 

1,108

 

-

 

-

 

-

 

11,992

 

5,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

CDI

 

14,816

 

100

 

2,216

 

2,216

 

2,100

 

2,550

 

5,634

 

14,879

 

783

 

2,207

 

3,380

 

4,011

 

2,694

 

1,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Euro fixed rate

 

324

 

-

 

-

 

-

 

65

 

65

 

194

 

385

 

-

 

77

 

77

 

77

 

77

 

77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

TJLP

 

3,116

 

371

 

174

 

195

 

210

 

206

 

1,960

 

1,003

 

53

 

61

 

61

 

61

 

77

 

690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Other

 

378

 

32

 

23

 

31

 

45

 

21

 

226

 

79

 

36

 

21

 

7

 

6

 

2

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*All figures in R$ million.


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Our cash and cash equivalent were as follows:

 

 

December 31, 2013  

 

December 31, 2012  

 

Exposure  

 

December 31, 2015  

 

December 31, 2014  

 

Exposure  

Cash inreais:

 

449 

 

1,594

 

CDI 

 

1,488 

 

747

 

CDI 

Cash in U.S. dollars:

 

4,073 

 

5,035

 

LIBOR 

 

2,399 

 

2,989

 

LIBOR 

 

The table below shows the average interest rate and the average life of our debt.

 

 

December 2013  

 

December 2012  

 

 

December 2015  

 

 

December 2014  

 

Average rate %  

 

Average life  

 

Average rate %  

 

Average life  

 

Average rate %

 

Average life  

 

Average rate %  

 

Average life  

U.S. dollar LIBOR

 

3.54

 

5.04

 

2.72 

 

2.99 

 

3

 

3.62

 

3.08

 

4.26

U.S. dollar fixed rate

 

7.15

 

14.73 (with perpetual bond)

 

7.52

 

13.83 (with perpetual bond)

 

7.15

 

14,58 (with perpetual bond)

 

7.15

 

15.58 (with perpetual bond)

Euro fixed rate

 

3.88

 

4.09

 

3.88 

 

5.16 

 

3.88

 

2.09

 

3.88

 

3.09

BNDES U.S. dollar

 

2.36

 

0.17 

 

2.36 

 

0.67

Real Fixed

 

8

 

0.82

 

8

 

1.14

CDI

 

110.88 of CDI 

 

3.65

 

110.69 of CDI 

 

4.38 

 

112.54% of  CDI

 

4,07

 

111.11% of CDI

 

3.54

TJLP

 

1.36 

 

8.45

 

1.68 

 

7.65

 

1.36

 

9,79

 

1.36

 

7.89

 


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We conductedconduct Non Deliverable Forward or NDF, transactions for the purpose of ensuring(NDF) agreements to ensure 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 Brazilian real 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:

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

December 31, 2015

 

 

 

 

 

 

 

 

(in million, unless otherwise indicated)

 

Functional Currency

 

Notional Amount

 

Average Interest

 

Average Maturity(days)

Dollar future-to-real

 

U.S. Dollar

 

1,435

 

-

 

30

 

 

 

 

 

 

 

 

 

Hedge accounting of export

 

U.S. Dollar

 

1,558

 

-

  

 

 

 

 

 

 

 

 

 

Hedge accounting net investment

 

Euro  

 

120

 

-

  

 

 

 

 

 

 

 

 

 

CDI-to-fixed rate interest rate swap

 

Real  

 

150

 

-

 

61

 

 

 

 

 

 

 

 

 

Fixed rate-to-CDI interest rate swap

 

Real  

 

345

 

-

 

61


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December 31, 2014

 

 

 

 

 

 

 

 

(In million, unless otherwise indicated)

 

Functional Currency

 

Notional Amount

 

Average Interest

 

Average Maturity (days

Dollar-to-CDI swap

 

U.S. Dollar

 

10

 

-

 

2

 

 

 

 

 

 

 

 

 

Dollar-to-real swap (NDF)

 

U.S. Dollar

 

1.218

 

-

 

20

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap (NDF)

 

Euro  

 

90

 

-

 

9

 

 

 

 

 

 

 

 

 

Fixed rate-to-CDI interest rate swap

 

Real  

 

345

 

-

 

417

 

 

 

 

 

 

 

 

 

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

 

-

 

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

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;


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·        offshore cash;


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·        currency derivatives (in the case of options, we use the delta as a measure of exposure);derivatives;

·        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 U.S. dollars on our balance sheet.

 

December 31, 2013  

 

December 31, 2012  

 

December 31, 2015  

December 31, 2014  

U.S. dollar Liabilities

 

 

 

 

 

 

Loans and financing

 

4,590

 

5,049

 

4,570

4,999

Trade accounts payable

 

40

 

263

 

20

218

Intercompany loans

 

34

 

14

 

0

17

Others

 

9

 

25

 

25

19

Total Liabilities

 

4,673

 

5,351

 

4,615

5,253

 

 

U.S. dollar Assets

 

 

 

 

  

Offshore cash and cash equivalents

 

4,087

 

5,035

 

1,625

2,943

Guarantee margin

 

-

 

200

 

-

Trade accounts receivable

 

303

 

289

 

170

203

Advances to suppliers

 

-

 

12

 

-

Intercompany loans

 

154

 

61

 

0

137

Other

 

21

 

3

 

0

0,2

Total Assets

 

4,565 

 

5,600

 

1,795 

3,283 

 

 

 

 

  

Total U.S. dollar Exposure

 

(108)

 

249

 

-2,820

-1,970

 

 

 

 

  

Derivative notional

 

403

 

10

 

1,465

1,228

Cash Flow – Hedge Accounting

 

1.558

775

 

 

 

 

 

 

Total U.S. dollar Net Exposure

 

295

 

259

 

173 

33 

 

·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  

December 31, 2015  

 

December 31, 2014  

Euro Liabilities

 

 

 

 

 

 

 

Loans and financing

 

121

 

121

122

 

121

Trade accounts payable

 

2

 

-

5

 

6

Others

 

17

 

-

92

 

44

Total Liabilities

 

140

 

121

219

 

171

   

Euro Assets

 

 

 

 

 

 

 

Offshore cash and cash equivalents

 

1

 

3

5

 

5

Trade accounts receivable

 

34

 

32

7

 

10

Intercompany loans

 

78

 

92

-

 

-

Advances to suppliers

 

-

 

1

-

 

-

Other

 

54

 

37

21

 

12

Total Assets

 

167

 

165

33

 

27

 

 

 

 

   

Total Euro Exposure

 

27

 

44

-186

 

-144

 

 

 

 

   

Derivative notional

 

(90)

 

(90)

0

 

-90

 

 

 

 

Investment – Hedge Accounting

120

  

Total Euro Net Exposure

 

(63)

 

(46)

-66

 

-234


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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.

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 2004 and 20132015, the exchange rate had an average annual volatility of 14.98%.around 14.8 %.

·Sensitivity analysis of the U.S. dollar-to-cdi 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 31 December, 2013 recorded as assets in the amount of R$12,912 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$1.7570 per U.S.$1.00; scenario 2: (50% of Real appreciation) rate of R$1.1713 per U.S.$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

 

 

 

110

 

‘ 13

 

2.3426

 

-

    

1

     

1.7570

 

(64)

    

2

 

 

 

 

 

1.1713

 

(129)

 

 

·Sensitivity analysis of the U.S. dollar-to-euro exchange swap


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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, 2013 recorded as liabilities in the amount of R$5,258 million.

For consolidated exchange transactions with Euro fluctuation risk, based on the foreign exchange rate on December 31, 2013, of U.S.$ 1.3773 per €$ 1.00, adjustments were estimated for two 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

 

EURO fluctuation

 

 

 

(90)

 

5

 

1.3773

 

-

    

1

     

1.0330

 

73

    

2

 

 

 

 

 

0.6887

 

145

·Sensitivity analysis of exchange U.S. dollar-to-euro swapDerivative Financial Instruments and Foreign Exchange Exposure

The sensitivity analysis is based onCompany considered scenarios (1 and 2) are 25% and 50% to the assumption of maintaining,underlying asset appreciation, using as a probable scenario,benchmark the fair values ​​closing exchange rate as of December 31, 2013 recognized2015.

The currencies used in assets, amounting to R$0,017million.

To develop our sensitivity analysis we analyze two different scenarios for the U.S. dollar-euro parity volatility. Based on the foreign exchange rate of December 31, 2013 of U.S.$1.3773 per €$1.00, adjustments were estimated for two 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 onand the assumption of maintaining,respective scenarios are as a probable scenario, the fair values ​​as of December 31, 2013 recorded as liabilities in the amount of R$0.6 million.follows:

 

 

 

 

 

 

 

December 31, 2015

Currency

Exchange rate

Problable scenario

 

Scenario 1

 

Scenario 2

Dollar to real

3.9048

 

3.9116

 

4.881

 

5.8572

Euro to real

4.2504

 

4.2359

 

5.313

 

6.3756

Dollar to euro

1.0887

 

1.0856

 

1.3609

 

1.6331

 

 

 

 

 

 

 

 

      

December 31, 2015

Interest

Interest rate

Scenario 1

 

Scenario 2

 

 

CDI

14.14%

 

18.87%

 

22.64%

 

 

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$1.7570 per U.S.$1.00; scenario 2: (50% of Real appreciation) rate of R$1.1713 per U.S.$1.00.


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Instruments

Notional amount

Risk

Probable scenario (*)

Scenario 1

Scenario 2

Dollar future-to-real

1,435,000

Dollar

9.758

1,400,847

2,801,694

Hedge accounting of exports

1,557,667

Dollar

10.592

1,520,595

3,041,190

Exchange position functional currency BRL

-2,819,845

Dollar

-19.175

-2,752,733

-5,505,466

(not including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

 

Consolidated exchange position

172,822

Dollar

1.175

168,709

337,418

(including exchange derivatives above)

 

 

 

 

 

Hedge accounting net investment

120,000

Euro

-1.74

127,511

255,022

Exchange position functional currency BRL

-186,098

Euro

2,698

-197,747

-395,494

(not including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

 

Consolidated exchange position

-66,098

Euro

958

-70,236

-140,472

(including exchange derivatives above)

 

 

 

 

 

Dollar-to-euro swap

58,150

Dollarr

152,522

-10,682

-17,804

(*) The likely scenarios were calculated considering the following changes to the risk : Real x Dollar - real devaluation of 0.17 % / Real x Euro - Real appreciated 0.34% / Dollar vs. Euro - Dollar appreciation of 0.28 % . Source: Central Bank of Brazil and quotations European Central Bank at march 02, 2016

 

 

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

The Company considered scenarios 1, 2, 3(1 and 4 as2) are 25% and 50% ofon interest rate (CDI) appreciation and devaluation for volatility of the interest as ofon December 31, 2013.2015.

  

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

12/31/2015

Instruments

Notional amount

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

          

Fixed rate-to-CDI interest rate swap

345,000

 

CDI

 

-26,257

 

-5,456

 

-10,806

          

Dollar-to-CDI interest rate swap

150,000

 

CDI

 

870

 

2,208

 

4,375

 

·        Sensitivity analysis of changes in interest rate

The Company considersconsidered the effectsscenarios 1 and 2 to 25% and 50 % growth to volatility 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.31,2015 .

 

In millions of R$

   

Impact on profit or loss

(in million of Reais)

(in million of Reais)

 

 

 

 

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

 

% p.a

 

Probable scenario (*)

 

Scenario 1

Scenario 2

TJLP

 

5.00

 

2,5

 

8,4

 

7

 

-43.3

 

-18.5

 

-36.9

Libor

 

0.35

 

5,7

 

6,5

 

0.85

 

-449

 

-13.8

 

-27.6

CDI

 

9.77

 

71,5

 

49,5

 

14.14

 

1,360

 

-446.8

 

-893.6

 


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( * ) The sensitivity analysis is based on the premise of keeping as probable scenario the market values ​​as of December 31, 2015 recorded in assets and liabilities of the company.

·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.


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The Company considers as probable scenario the amounts recognized at market prices 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 the following scenarios for volatility of the shares.

- Scenario 1: (25% appreciation of shares);

- Scenario 2: (50% appreciation of shares).

  

Impact on profit or loss

Companies

 

Problable

25%

 

50%

Usiminas

 

772

 

200

 

399

Panatlântica

 

7

 

3

 

6

  

779

 

203

 

405

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

 

U.S.$5.00 for each 100 ADSs (or portion thereof)

Distribution of dividends

U.S.$5.00 for each 100 ADSs

Deposit of securities, including in respect of share, rights and other distributions

 

U.S.$5.00 for each 100 ADSs (or portion thereof)

Withdrawal of deposited securities

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, 2013,2015, such reimbursements totaled U.S.$0.70.9 million.

Item 13. Defaults, Dividend Arrearages and Delinquencies


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None.

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

None.


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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 PrincipalChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in RuleRules 13a-15(e) ofand 15d-15(e) under the Securities Exchange Act of 1934.Act. Based on thatthis evaluation, ourthe Company's Chief Executive Officer and our PrincipalChief Financial Officer have concluded that as of December 31, 2015 the design and operation of ourCompany did not maintain effective 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 asbecause of the endmaterial weakness identified in connection with significant unusual transactions.

Notwithstanding this material weakness, the Company has concluded that its consolidated financial statements included in this report fairly present, in all material respects, its financial position, results of our most recent fiscal year.operations, capital position, and cash flows for the years presented, in conformity with the International Financial and Reporting Standards – IFRS, as issued by the International Accounting Standards Board – IASB.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management

Management is responsible for establishing and maintaining effectiveadequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

Our The Company’s internal control over financial reporting is a process designed by, or under the supervision of ourthe Company’s CEO and CFO, 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 the Company’s consolidated financial statements for external purposes in accordance with IFRS.

Our internal control over financial reporting includes those policies and procedures that (1)(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2)the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,IFRS and that our receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors;directors of the Company; and (3)(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of ourthe Company’s 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 ourthe Company’s internal control over financial reporting as of December 31, 2013 based on the criteria for effective internal control over financial reporting established in “Internal Control –- Integrated Framework, (1992)” issued by the Committee of Sponsoring Organizations or COSO,(COSO) of the Treadway Commission.Commission (2013). Based on thethis assessment management haswe concluded that as of December 31, 2013, our internal control over financial reporting was not effective as of December 31, 2015.

As of December 31, 2015, we did not maintain effective controls to capture and accounting significant unusual transactions, which resulted in a material weakness.

A material weakness is effective.a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement in our annual financial statements will not be prevented or detected on a timely basis.

As of December 31, 2015, we identified a material weakness in our internal control over financial reporting  related to the design and operating effectiveness of our controls over complex and unusual transactions.  Specifically, we determined that:

·Our processes and controls were not adequately designed to identify, capture and communicate information related to all complex and significant unusual transactions in a timely manner to appropriate members of our finance and accounting organization that possess the necessary skills, knowledge and authority to evaluate whether such transactions are properly accounted for in accordance with IFRS.

·Inconsistent monitoring regarding the degree and extent of procedures that should be performed by key accounting personnel in their review of accouting for all complex and significant unusual transactions to determine that the objective of the review has been achieved. 

This material weakness resulted in audit adjustments to our consolidated financial statements for the year ended December 31, 2015 related to the classification of certain of our trade accounts payable balances as borrowings and financings (including the restatement of prior year financial statements), revenue recognition related to certain new export sales in 2015, foreign income tax expense related to a foreign subsidiary, and the classification of the effects of non-routine transactions in the statement of cash flows.  Additionally, if not remediated, this material weakness could result in a material misstatement in our consolidated financial statements that would not be prevented or detected on a timely basis.

Nevertheless the material weakness identified did not impact our major significant unusual transaction in 2015, which was the business combination of  iron ore and related logistics businesses.

Management is working on plans to remediate the material weakness, such as procedures and internal controls to improve our internal information and communication based on a validation guide to guarantee (i) definition of significant unusual transactions; (ii) all key departments involved; (iii) evaluation of accounting impacts and (iv) review of accounting records for these transactions. The Company is also establishing a formal policy to define all the procedures and responsible in this process.


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Attestation Report of the Independent Registered Public Accounting Firm

For the report of Deloitte Touche Tohmatsu Auditores Independentes, our independent registered public accounting firm, dated April 30, 2014May 11, 2016 on the effectiveness of our internal control over financial reporting as of December 31, 2013,2015, see “Item 18. Financial Statements”.

Changes in internal control over financial reporting

141

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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.

Item 16. [Reserved]

16A. Audit Committee Financial Expert

After reviewing the qualifications of the members of our Audit Committee, our 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


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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, theThe Code of Ethics was updated during year 20112015 and in February 2016 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 dedication to the established values.

There was no amendment to or waiver from any provision of our Code of Ethics in 2013.2015. 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 websiteswebsite 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 year ended December 31, 20132015 and 2012,2014, Deloitte Touche Tohmatsu Auditores Independentes acted as our independent auditor.

 

The following table describes the services rendered and the related fees.

 

 

Year Ended December 31,  

 

Year Ended December 31, 

 

2013  

 

2012

 

2015 

 

2014

 

(In thousands of R$)

 

(in thousands of R$)

Audit fees

 

3,399 

 

2,992

 

5,063

 

3,527

Audit – related fees

 

767

 

1,899

 

871

 

3,882

Tax fees

 

-

 

-

 

115

 

-

Total

 

4,166

 

4,891 

 

6,049

 

7,409

 

Audit fees

Audit fees in 20132015 and 20122014 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


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Audit-related fees in the above table are fees billed and billable by our independent auditors for services that are reasonably related to the performance of the audit or review of our financial statements. In 2013 and 20122015 these fees refer mainly to comfort letters for offeringvaluation reports issued to attend the merger and a review of bonds andtax bookkeeping (ECF). In 2014 these fees refer mainly to due diligence processes.process

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 in 2015 for professional services rendered by our independent auditors are for tax compliance services. In 2013 and 20122014 there were no fees for tax services provided by our independent auditors.

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.”


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

SinceThroughout the beginningyear of 2004,2014 and 2015 in accordance with the limits and provisions of CVM Instruction No. 10/80, our Board of Directors approved a number ofvarious share buyback programs.programs with the purpose of hold in treasury for subsequent disposal or cancellation:

Program

Board´s Authorization

Authorized Quantity

Program Period

Number Bought back

Shares Cancellation

Balance in Treasury

1st

03/13/2014

70,205,661

03/14/2014 04/14/2014

2,350,000

 

2,350,000

2nd

04/15/2014

67,855,661

04/16/2014 05/23/2014

9,529,500

 

11,879,500

3rd

05/23/2014

58,326,161

05/26/2014 06/25/2014

31,544,500

 

43,424,000

4th

06/26/2014

26,781,661

06/26/2014 07/17/2014

26,781,661

 

70,205,661

 

07/18/2014

 

 

 

60,000,000

10,205,661

5th

07/18/2014

64,205,661

07/18/2014 08/18/2014

240,400

 

10,446,061

 

08/19/2014

 

 

 

10,446,061

 

6th

08/19/2014

63,161,055

08/19/2014 09/25/2014

6,791,300

 

6,791,300

7th

09/29/2014

56,369,755

09/29/2014 12/29/2014

21,758,600

 

28,549,900

8th

12/30/2014

34,611,155

12/31/2014 03/31/2015

1,841,100

 

30,391,000

9th

03/31/2015

32,770,055

04/01/2015 06/30/2015

0

 

30,391,000

In 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

Not Applicable.

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.


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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 no 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.

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 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


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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.directors, and it was updated in the beginning of 2016. 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.Ethics.”

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.

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 reports 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, 2013 and 2012 and January 1, 2012

FS- 1

Statements of income for the years ended December 31, 2013, 2012 and 2011

FS- 3

Statements of comprehensive income for the years ended December 31, 2013, 2012 and 2011

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, 2013, 2012 and 2011

Notes to consolidated financial statements

FS-6

FS-8

The following consolidated financial statements of Namisa,Nacional Minérios S.A. 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, 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


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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 23, 2013, on the effectiveness of our internal control over financial reporting as of December 31, 2012.

* 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.


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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 30, 2014

Companhia Siderúrgica Nacional

By:

/s/ Benjamin Steinbruch

Benjamin Steinbruch

Title:

Chief Executive Officer

By:

/s/ Rogério Leme Borges dos Santos

Rogério Leme Borges dos Santos

Title:

Controller / Principal Financial Officer

147

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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 internal control over financial reporting of Companhia Siderurgica Nacional and subsidiaries (the "Company") 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. The Company's management is responsible 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 the Company's internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company'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 International Financial Reporting Standards as issued by the International Accounting Standards Board - IASB. A company'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 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's assets that could have a material effect on the financial statements.

Because of the 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 be prevented or 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 Company maintained, in all material respects, effective 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.

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

 

FS-R1

Consolidated financial statements:

 

The Board

Balance sheets as of DirectorsNovember 30, 2015 and  ShareholdersDecember 31, 2014

Companhia Siderúrgica Nacional

 

FS- 1

Statements of income for the eleven month-period ended November 30, 2015 and for the years ended December 31, 2014 and 2013

 

We have auditedFS- 3

Statements of comprehensive income for the accompanying consolidated statementseleven month-period ended November 30, 2015 and for the years ended December 31, 2014 and 2013

FS- 4

Statements of income,cash flow for the eleven month-period ended November 30, 2015 and for the years ended December 31, 2014 and 2013

FS- 5

Statements of changes in shareholders’ equity comprehensive incomefor the eleven month-period ended November 30, 2015 and cash flowsfor the years ended December 31, 2014 and 2013

FS- 6

Notes to consolidated financial statement

FS- 7


Table of contents

Item 19. Exhibits

Exhibit

Description

Number

1.1+

Bylaws of Companhia Siderúrgica Nacionaland its subsidiaries (the “Company”)CSN . (incorporated by reference from Annual Report on Form 20-F 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 accordance2014, filed with the standardsSEC on April 30, 2015).

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 Public Company Accounting Oversight Board (United States)Registration Statement on Form F-6 (333-7818) filed with the SEC). Those standards require that we plan

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 (incorporate by reference from the Registration Statement on Form F-6POS filed with the SEC on January 5, 2011)

4.1+

 Investment Agreement, dated November21, 2014, among Companhia Siderúrgica Nacional, Brazil Japan Iron Ore Corporation, POSCO, China Steel Corporation, Congonhas Minérios S.A. and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,Nacional Minérios S.A. (incorporated by reference from Annual Report 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 CompanyForm 20-F for the year ended December 31, 2011 2014, filed with the SEC on April 30, 2015).

8.1+

List of Subsidiaries

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 datedMay 11, in conformity2016, on the effectiveness of our internal control over financial reporting as of December 31, 2015.

15.2 

Consent of Snowden do Brasil Consultoria Ltda (incorporated by reference to the Annual Report on Form 20-F for the year ended December 31, 2014, filed with International Financial Reporting Standards (IFRS)the SEC on April 30, 2015)

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as issued bypart of an application for confidential treatment pursuant to the International Accounting Standards Board (IASB).Securities Exchange Act of 1934, as amended.

 

Emphasis+ Filed herewith.


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.

      May 13, 2016

Companhia Siderúrgica Nacional

 

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.

By:

 

/s/ KPMG Auditores IndependentesBenjamin Steinbruch

Benjamin Steinbruch

Title:

Chief Executive Officer

By:

 

/s/ Paulo Rogério Caffarelli

Paulo Rogério Caffarelli

 

São Paulo, Brazil

April 27, 2012, except for explanatory note 3 to the December 31, 2013 consolidated financial statements as to which the date is April 30, 2014. 

 

Title:

Principal Financial Officer

 

FS-R3

 

table of 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

 

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

 

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

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.

FS-4

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 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

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-7

table of contents

 (Expressed in thousands of reais – R$, unless otherwise stated)


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 internal control over financial reporting of Companhia Siderúrgica Nacional and subsidiaries (the “Company”) as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible 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 the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’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 International Financial Reporting Standards – IFRS, as issued by the International Accounting Standards Board - IASB. A company’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 International Financial Reporting Standards – IFRS, 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’s assets that could have a material effect on the financial statements.

Because of the 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 be prevented or 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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment: The Company did not maintain effective internal controls over complex and unusual transactions. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2015, of the Company and this report does not affect our report on such consolidated financial statements.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We do not express an opinion or any other form of assurance on management’s statements regarding its disclosures about corrective actions planned by the Company after the date of management's assessment.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015, of the Company and our report dated May 11, 2016 expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph related to the restatement of the consolidated balance sheets and statements of cash flows as of and for the years ended December 31, 2014 and 2013.

/s/ Deloitte Touche Tohmatsu Auditores Independentes


Deloitte Touche Tohmatsu Auditores Independentes

São Paulo, Brazil

May 11, 2016

1

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, 2015, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. 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, 2015, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with International Financial Reporting Standards – IFRS, as issued by the International Accounting Standards Board - IASB.

As discussed in Note 2.a.a) to the consolidated financial statements, the accompanying consolidated balance sheets as of December 31, 2014 and 2013 and the related statements of cash flows for the years ended December 31, 2014 and 2013 have been restated to reflect the reclassification of certain trade payables balances as borrowings and financings.

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, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO and our report dated May 11, 2016 expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.

/s/ Deloitte Touche Tohmatsu Auditores Independentes

DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES

São Paulo – SP, Brazil

May 11, 2016

2

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Balance Sheet

Thousands of Brazilian reais

 

 

 

 

    

 

Assets

   

 

 

Note

2015

2014

2013

CURRENT ASSETS

   

 

Cash and cash equivalents

4

7,861,052

8,686,021

9,995,672

Financial Investments

5

763,599

 

 

Trade receivables

6

1,578,277

1,753,056

2,522,465

Inventories

7

4,941,314

4,122,122

3,160,985

Other current assets

8

1,286,449

1,374,303

722,920

Total current assets

 

16,430,691

15,935,502

16,402,042

  

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Investments measured at fair value

 

 

34,874

30,756

Deferred income taxes

15b

3,307,027

2,616,058

2,770,527

Other non-current assets

8

1,583,921

947,420

1,835,325

  

4,890,948

3,598,352

4,636,608

  

 

 

 

Investments

9

3,998,227

13,665,453

13,487,023

Property, plant and equipment

10

17,871,599

15,624,140

14,911,426

Intangible assets

11

5,458,509

943,653

965,440

Total non-current assets

 

32,219,283

33,831,598

34,000,497

  

 

 

 

TOTAL ASSETS

 

48,649,974

49,767,100

50,402,539

    

 

    

 

The accompanying notes are an integral part of these consolidated financial statements.

F-1

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Balance Sheet

Thousands of Brazilian reais

 

 

 

 

 

   

 

 

 

Liabilities and shareholders´ equity

  

 

 

 

  

 

 

Restated

Restated

 

Note

2015

 

2014

2013

LIABILITIES AND SHAREHOLDERS' EQUITY

  

 

 

 

CURRENT LIABILITIES

  

 

 

 

Payroll and related taxes

 

256,840

 

219,740

208,921

Trade payables

 

1,293,008

 

1,167,826

1,059,772

Taxes payable

 

700,763

 

318,675

304,095

Borrowings and financing

12

1,874,681

 

3,261,203

2,642,807

Other payables

14

1,073,017

 

845,109

972,851

Provisions for tax, social security, labor and civil risks

17

127,262

 

550,385

333,519

Total current liabilities

 

5,325,571

 

6,362,938

5,521,965

  

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

Borrowings and financing

12

32,407,834

 

27,092,855

25,145,888

Other payables

14

131,284

 

9,315,363

10,061,571

Deferred income taxes

15b

494,851

 

238,892

268,833

Provisions for tax, social security, labor and civil risks

17

711,472

 

195,783

479,664

Pension and healthcare plan

27c

514,368

 

587,755

485,105

Provision for environmental liabilities and decommissioning of assets

18

328,931

 

238,539

370,454

Total non-current liabilities

 

34,588,740

 

37,669,187

36,811,515

  

 

 

 

 

Shareholders Equity

20

 

 

 

 

Issued capital

 

4,540,000

 

4,540,000

4,540,000

Capital reserves

 

30

 

30

30

Earnings reserves

 

2,104,804

 

1,131,298

2,839,568

Other comprehensive income

 

1,019,913

 

25,140

716,972

Total equity attributable to owners of the Company

 

7,664,747

 

5,696,468

8,096,570

  

 

 

 

 

Non-controlling interests

 

1,070,916

 

38,507

(27,511)

   

 

 

 

Total equity

 

8,735,663

 

5,734,975

8,069,059

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

48,649,974

49,767,100

 

50,402,539

   

 

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statements of Income

Thousands of Brazilian reais

     
  

 

 

 

 

Note

2015

2014

2013

Net Revenue from sales and/or services

22

15,331,852

16,126,232

17,312,432

Cost of sales and/or services

23

(11,799,758)

(11,592,382)

(12,422,706)

 

 

 

  

Gross profit

 

3,532,094

4,533,850

4,889,726

 

 

 

  

Operating expenses

 

1,645,531

(1,715,837)

(1,769,972)

Selling expenses

23

(1,436,000)

(1,041,975)

(874,875)

General and administrative expenses

23

(470,368)

(438,383)

(485,090)

Other operating income

24

3,725,882

90,488

566,063

Other operating expenses

24

(1,334,331)

(657,127)

(1,134,208)

Equity in results of affiliated companies

 

1,160,348

331,160

158,138

  

 

  

Profit before finance income (costs) and taxes

 

5,177,625

2,818,013

3,119,754

Financial income

25

491,987

171,552

171,984

Financial costs

25

(3,865,037)

(3,252,985)

(2,683,583)

  

 

  

Profit (Loss) before income taxes

 

1,804,575

(263,420)

608,155

  

 

  

Income tax and social contribution

15a

(188,624)

151,153

(74,161)

  

 

  

Net income (loss) for the year

 

1,615,951

(112,267)

533,994

  

 

  

Profit (Loss) for the year attributed to:

 

 

  

Companhia Siderúrgica Nacional

 

1,257,896

(105,218)

509,025

Non-controlling interests

 

358,055

(7,049)

24,969

  

 

  

Earnings per common share - (reais/share)

 

 

  

Basic

20g

0.92687

(0.07443)

0.34913

Diluted

20g

0.92687

(0.07443)

0.34913

     

F-3

Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statements of Comprehensive Income

Thousands of Brazilian reais

 

 

   

 

Note

2015

2014

2013

Consolidated profit for the year

 

1,615,951

(112,267)

533,994

Other comprehensive income

 

(949,903)

(691,832)

330,648

Items that will not be subsequently reclassified to the statement of income

 

 

 

 

Actuarial gains on defined benefit plan from investments in subsidiaries

 

230

2,221

 

Actuarial (losses) gains on defined benefit pension plan

 

92,221

(95,175)

97,478

Income tax and social contribution on actuarial (losses) gains on defined benefit pension plan

 

372

32,360

(33,142)

 

 

92,823

(60,594)

64,336

Items that could be subsequently reclassified to the statement of income

 

 

 

 

Cumulative translation adjustments for the year

 

530,540

28,227

218,927

Change in fair value of available-for-sale assets financial assets 

 

(969,701)

(971,808)

66,793

Income tax and social contribution on available-for-sale financial assets

 

174,166

330,415

(22,709)

Impairment of available-for-sale assets

13

555,298

205,000

5,002

Income tax and social contribution on impairment of available-for-sale assets

13

(33,269)

(69,700)

(1,701)

(Loss) gain on percentage change in investments

 

1,980

(73,754)

 

(Loss) gain on cash flow hedge accounting

13

(1,399,457)

(120,633)

 

Income tax and social contribution on (loss) gain on cash flow hedge accounting

13

117,865

41,015

 

(Loss) gain on hedge of net investments in foreign subsidiaries

13.b

(20,148)

 

 

 

 

(1,042,726)

(631,238)

266,312

 

 

 

 

 

Comprehensive income for the year

 

666,048

(804,099)

864,642

Attributable to:

 

 

 

  

Attributed to owners of the Company

 

 

307,993

(797,050)

839,673

Attributed to non-controlling interests

 

 

358,055

(7,049)

24,969

      


Companhia Siderúrgica Nacional and Subsidiaries

Consolidated Statement of Cash Flow

Thousands of Brazilian reais

 

 

 

Restated  

Restated  

 

Note

2015

2014

2013

     

Profit (Loss) for the year

 

1,615,951

(112,267)

533,994

Accrued charges on borrowings and financing

 

2,889,163

2,782,681

2,233,500

Charges on loans and financing granted

 

(65,084)

(41,373)

(54,217)

Depreciation/ depletion / amortization

10.a

1,176,840

1,281,485

1,155,593

Equity in results of affiliated companies

26

(1,160,348)

(331,160)

(158,138)

Deferred income tax and social contribution

 

(192,207)

(679,323)

(1,216,594)

Provision for tax, social security, labor and civil risks

 

85,965

5,302

97,371

Monetary variations and exchange differences

 

3,389,448

1,185,761

1,638,653

Provision of swaps/forwards transactions

 

4,086

4,869

21,643

Impairment of available-for-sale assets

13

555,298

205,000

5,002

Proceeds from disposal of assets

24

6,466

15,232

31,660

Gain on repurchase of debt securities

 

(166,642)

 

 

Provision for actuarial liabilities

 

1,193

7,350

13,488

Gain on business combination

 

(3,413,033)

  

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

 

101,854

44,825

7,985

Cash generated from operations

 

4,828,950

4,368,382

4,100,956

     

Trade receivables - third parties

 

208,488

88,736

(225,028)

Trade receivables - related parties

 

217,439

(143,218)

(62,795)

Inventories

 

(726,800)

(917,193)

259,301

Receivables from related parties

 

3,545,142

263,569

(54,931)

Recoverable taxes

 

(537,669)

(27,944)

486,787

Judicial deposits

 

(35,415)

203,065

5,821

Dividends received from related parties

 

  

324,180

Trade payables

 

301,118

219,353

(303,063)

Payroll and related taxes

 

188,734

9,777

148,556

Taxes in installments - REFIS

 

66,635

(567,000)

446,443

Payables to related parties

 

(69,412)

2,080

(3,063)

Interest paid

 

(2,964,826)

(2,744,954)

(2,389,654)

Interest received

 

8,402

13,609

24,321

Interest on swaps paid

  

(1,279)

(4,617)

Other

 

38,377

56,726

(30,158)

Increase (Decrease) in assets and liabilities

 

240,213

(3,544,673)

(1,377,900)

Net cash generated by operating activities

 

5,069,163

823,709

2,723,056

    

 

 

Investments

 

(2,727,036)

(8,376)

(5,131)

Purchase of property, plant and equipment

10

(1,616,173)

(1,848,496)

(2,489,569)

Capital reduction on joint venture

 

466,758

  

Receipt in derivative transactions

 

903,153

76,607

426,328

Purchase of intangible assets

11

(1,462)

(727)

(635)

Cash and cash equivalents in Namisa consolidation

 

456,364

  

Cash and cash equivalents on the loss of control over Transnordestina

   

(146,475)

Receipt loans from related-party

 

443,345

127,366

 

Loans granted to related parties

 

(61,217)

  

Short-term investment, net of redeemed amount

 

(728,725)

(4,117)

(30,324)

Net cash used in investing activities

 

(2,864,993)

(1,657,743)

(2,245,806)

Borrowings and financing raised

12

373,491

1,898,606

1,697,363

Payment of borrowings

 

(2,380,968)

(1,241,461)

(1,923,703)

Payment of borrowings - related parties

 

(52,839)

(46,585)

 

Dividends paid

 

(549,835)

(424,939)

(1,660,503)

Treasury shares

 

(9,390)

(909,204)

5,424

Forfaiting funding / drawee risk

 

924,706

641,430

62,592

Forfaiting amortization / drawee risk

 

(1,146,306)

(276,754)

(587,569)

Buyback of debt securities

 

(249,627)

(172,432)

 

Net cash used in financing activities

 

(3,090,768)

(531,339)

(2,406,396)

 

 

   

Exchange rate changes on cash and cash equivalents

 

61,629

55,722

32,997

 

 

   

Decrease in cash and cash equivalents

 

(824,969)

(1,309,651)

(1,929,146)

Cash and cash equivalents at the beginning of the year

 

8,686,021

9,995,672

11,891,821

Cash and cash equivalents at the end of the year

 

7,861,052

8,686,021

9,995,672

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

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-Controlling interests

Consolidated Equity

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)

Declared dividends (R$418.39 per thousand shares)

   

(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)

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 of the period

    

218,927

218,927

 

218,927

Actuarial (losses) 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

    

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

Capital transactions with shareholders

  

(1,609,204)

  

(1,609,204)

 

(1,609,204)

Treasury shares acquired

  

(909,204)

  

(909,204)

 

(909,204)

Declared dividends (R$493.53 per thousand shares)

  

(700,000)

  

(700,000)

 

(700,000)

Total comprehensive income

   

(99,066)

(691,832)

(790,898)

(7,049)

(797,947)

Profit for the year

   

(105,218)

 

(105,218)

(7,049)

(112,267)

Other comprehensive income

   

6,152

(691,832)

(685,680)

 

(685,680)

Cumulative translation adjustments for the period

    

28,227

28,227

 

28,227

Actuarial gains on defined benefit pension plan

    

(54,442)

(54,442)

 

(54,442)

Actuarial gain recycled to retained earnings

   

6,152

(6,152)

   

Loss on available-for-sale assets, net of taxes

    

(506,093)

(506,093)

 

(506,093)

Gain on percentage change in investments

    

(73,754)

(73,754)

 

(73,754)

Losses on hedge accounting, net of taxes

    

(79,618)

(79,618)

 

(79,618)

Internal changes in shareholders' equity

  

(99,066)

99,066

    

Reversal of statutory working capital reserve

  

(99,066)

99,066

    

Non-controlling interests in subsidiaries

      

73,067

73,067

Balances at December 31, 2014

4,540,000

30

1,131,298

 

25,140

5,696,468

38,507

5,734,975

Capital transactions with shareholders

  

(284,390)

  

(284,390)

 

(284,390)

Treasury shares acquired

  

(9,390)

  

(9,390)

 

(9,390)

Declared dividends (R$493.53 per thousand shares)

  

(275,000)

  

(275,000)

 

(275,000)

Total comprehensive income

   

1,257,896

994,773

2,252,669

358,055

2,610,724

Profit for the year

   

1,257,896

 

1,257,896

358,055

1,615,951

Other comprehensive income

    

994,773

994,773

 

994,773

Cumulative translation adjustments for the period

    

530,540

530,540

 

530,540

Actuarial gains on defined benefit pension plan

    

92,823

92,823

 

92,823

Loss on available-for-sale assets, net of taxes

    

(273,506)

(273,506)

 

(273,506)

Gain on percentage change in investments

    

1,980

1,980

 

1,980

Gain on hedge accounting, net of taxes

    

(1,281,592)

(1,281,592)

 

(1,281,592)

Gain on net investment hedge

    

(20,148)

(20,148)

 

(20,148)

Gain on business combination

    

1,944,076

1,944,076

 

1,944,676

Internal changes in shareholders' equity

  

1,257,896

(1,257,896)

  

674,354

674,354

Earnings reserve

  

1,257,896

(1,257,896)

  

674,354

674,354

Balances at December 31, 2015

4,540,000

30

2,104,804

 

1,019,913

7,664,747

1,070,916

8,735,663

F-6

                   (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, joint ventures, joint operations and associates and jointly controlled entitiesare collectively referred to herein as the "Group”). The Company’s registered office is located in São Paulo, SP, Brazil.

 

CSN has shares listed on the São Paulo Stock Exchange (BM&F BOVESPA) and on the New York Stock Exchange (NYSE). Accordingly, itthe Company reports its information to the Brazilian Securities Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).

 

The Group's main operating activities are divided into 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 containers and galvanized steel. In addition to the facilities in Brazil, CSN has operations in the United States, Portugal and Germany, aimed at gainingall of them are in line with the plan to achieve new markets and performingperform excellent services for final consumers. Its steels aresteel has been 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.

Iron ore is sold basically in the international market, especially in Europe and Asia. The prices charged in these markets are historically cyclical and subject to significant fluctuations over short periods of time, driven by several factors related to global demand, strategies adopted by the major steel producers and the foreign exchange rate. All these factors are beyond the Company’s control. The ore transportation isaccomplished by TECAR, a solid bulk terminal, one of the four terminals that compose the Port of Itaguai, located in Rio de Janeiro, which was transferred to the subsidiary CSN Congonhas Minérios S.A. on 31, December 2015. Imports of coal and coke are made through this terminal to the steel industry of CSN.

From November 30, 2015 the Company has transferred its mining assets, which includes the mine Casa de Pedra and the terminal TECAR, to its subsidiary Congonhas Minérios S.A. In the new structure, Congonhas Minérios S.A. also stared to control Namisa trough out a business combination transaction, the details are described in note 3.    

It further tin mines, tinbased in the State of Rondônia, is engaged to supply the needs of UPV, with the excess of these raw materials being sold to subsidiaries and third parties. CSN holds the concession to operate TECAR, a solid bulk terminal, one of the 4 (four) terminals that comprise the Itaguaí Port, in Rio de Janeiro. Importations of coal and coke are carried out through this terminal.

 

·      Cement:

 

CSN entered in 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 is installed a new business unit: CSN Cimentos, which produces CP-III type of cement by using slag produced by the UPV blast furnaces in Volta Redonda. It also explores limestone and dolomite at the Arches driveArcos unit, in the State of Minas Gerais, to supplysatisfy the needs of UPV andas of the cement plant.

 

·      Logistics

 

Railroads:

 

CSN has equity interests in three railroad companies: MRS Logística S. A., which manages the former Southeast Railway System of Rede Ferroviária Federal S.A., Transnordestina Logística S. A. (“TLSA”) and FTL - Ferrovia Transnordestina

F-7

Logística S.A. (“FTL”), which operate the NortheasternNortheast Railway System of RFFSA, in the States of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas, with TLSA being responsible for the sections of Missão Velha - Salgueiro, Salgueiro - Trindade, Trindade - EliseuVelha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro - PortoSalgueiro-Porto de Suape and Missão Velha - PortoVelha-Porto de Pecém (Railway System II) and FTL being responsible for the sections of São Luiz - Mucuripe, Arrojado - Recife, Itabaiana - Cabedelo,Luiz-Mucuripe, Arrojado-Recife, Itabaiana-Cabedelo, Paula Cavalcante - MacauCavalcante-Macau and Propriá - Jorge-Jorge Lins (Railway System I).

 

Ports:Ports:

 

FS-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 (Tecon) at the Itaguaí Port.  Located in the Bayharbor of Sepetiba, this port has a 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:

 

AsSince the energy is fundamental in its production process, the Company has assets for generation ofto generate electric power to guaranteefor guaranteeing its self-sufficiency.

 

For further details on the Group's segments, see Note 26 - Business Segment Reporting.Information details financial information per CSN business segment.

 

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)2.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). All the relevant information of the financial statements, and only this information, are being highlighted and correspond to those used by the Company's management.

 

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 areasIt is disclosed in the notes to this report all subjects involving a higherhigh degree of judgment or complexity or areas wherewhen assumptions and estimates are significant to the consolidated financial statements, those subjects are disclosed in the notes to this report and referrelated to the allowance for doubtful debts, allowanceprovision for inventory losses, provision for labor, civil, tax, environmental and social security risks,contingences, 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 criterioncriteria used in preparing the financial statements considers the historical cost, net realizable value, fair value or recoverable amount. When the IFRS allows us to option between acquisition cost and other measurement criteria, the acquisition cost was the criteria used.

 

The consolidated financial statements were approved by the Board of Directorsadministration and authorized forissue on AprilMa30y11, 2014.2016.

 

(b)2.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, 20132015 and 20122014 include the following direct and indirect subsidiaries, joint ventures and jointly controlled entities,joint operations, as well as the exclusive funds Diplic, Mugen and Vértice:rtice, as follows:

 

FS-9

 

table of contentsF-8

·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-10

 

 

·Companies

  

Equity interests (%)

  

Companies

 

12/31/2015

 

12/31/2014

 

Core business

       

Direct interest in subsidiaries: full consolidation

 

 

 

 

 

 

CSN Islands VII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands IX Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands X Corp. (1)

   

100.00

 

Financial transactions

CSN Islands XI Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XII Corp.

 

100.00

 

100.00

 

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

 

Equity interests

Sepetiba Tecon S.A.

 

99.99

 

99.99

 

Port services

Mineração Nacional S.A.

 

99.99

 

99.99

 

Mining and Equity interests

Companhia Florestal do Brasil

 

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 containers and distribution of steel products

Companhia Metalúrgica Prada

 

99.99

 

99.99

 

Manufacture of containers and distribution of steel products

CSN Cimentos S.A. (2)

 

 

 

100.00

 

Cement manufacturing

CSN Gestão de Recursos Financeiros Ltda. (*)

 

99.99

 

99.99

 

Management of funds and securities portfolio

Congonhas Minérios S.A.

 

87.52

 

99.99

 

Mining and Equity interests

CSN Energia S.A.

 

99.99

 

99.99

 

Sale of electric power

FTL - Ferrovia Transnordestina Logística S.A.

 

89.79

 

88.41

 

Railroad logistics

Nordeste Logística S.A.

 

99.99

   

Port services

       

Indirect interest in subsidiaries: full consolidation

 

 

 

 

 

 

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

Lusosider Projectos Siderúrgicos S.A.

 

99.94

 

99.94

 

Equity interests and product sales

Lusosider Aços Planos, S. A.

 

99.99

 

99.99

 

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

 

87.52

 

100.00

 

Financial transactions, product sales and Equity interests

Companhia Brasileira de Latas

 

100.00

 

100.00

 

Sale of cans and containers in general and Equity interests

Rimet Empreendimentos Industriais e Comerciais S. A. (3)

   

100.00

 

Production and sale of steel containers and forestry

Companhia de Embalagens Metálicas MMSA

 

99.67

 

99.67

 

Production and sale of cans and related activities

Companhia de Embalagens Metálicas - MTM

 

99.67

 

99.67

 

Production and sale of cans and related activities

CSN Steel Holdings 1, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

CSN Productos Siderúrgicos S.L. (4)

 

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

 

Sale of long steel

CSN Steel Sections Polska Sp.Z.o.o

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

CSN Asia Limited

 

100.00

 

100.00

 

Commercial representation

Namisa International Minérios SLU

 

87.52

 

 

 

Financial transactions, product sales and Equity interests

Namisa Europe, Unipessoal Lda.

 

87.52

   

Equity interests, product and iron ore sales

Namisa Handel GmbH

 

87.52

 

 

 

Financial transactions, product sales and Equity interests

Namisa Asia Limited

 

87.52

   

Commercial representation

       

Direct interest in joint operations: 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 joint ventures: equity method

 

 

 

 

 

 

Nacional Minérios S.A. (5)

   

60.00

 

Mining and Equity interests

MRS Logística S.A.

 

18.64

 

27.27

 

Railroad transportation

Aceros Del Orinoco S.A.

 

31.82

 

31.82

 

Dormant company

CBSI - Companhia Brasileira de Serviços de Infraestrutura

 

50.00

 

50.00

 

Equity interests and product sales and iron ore

Transnordestina Logística S.A.

 

56.92

 

62.64

 

Railroad logistics

       

Indirect interest in joint ventures: equity method

 

 

 

 

 

 

Namisa International Minérios SLU

   

60.00

 

Financial transactions, product sales and Equity interests

Namisa Europe, Unipessoal Lda.

 

 

 

60.00

 

Equity interests, product and iron ore sales

Namisa Handel GmbH

   

60.00

 

Financial transactions, product sales and Equity interests

MRS Logística S.A.

 

16.30

 

6.00

 

Railroad transportation

Namisa Asia Limited

   

60.00

 

Commercial representation

       

Direct interest in associates: equity method

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

20.00

 

20.00

 

Metallurgy and Equity interests

(*) They are Dormant Companies, therefore they do not appear in the note 9.a, where is disclosed business information under the equity method.

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F-9

 

(4)On(1) Company terminated in December 27, 2013, TLSA became a jointly controlled entity and2015 due to the investment accounted for under the equity method, as mentionedmerger with CSN Islands VII;

(2) Company incorporated in note 9.b.May 2015;

(3) Company was incorporated in November 2015;

(4) New corporate name of CSN Steel Holdings 2, S.L.U. amended in May 2015;

(5) Company incorporated in December 2015 by Congonhas Minérios S.A. (note 9).

 

·          Exclusive funds

 

Equity interests (%)

  

Exclusive funds

 

12/31/2013

 

12/31/2012

 

Core business

 

12/31/2015

 

12/31/2014

 

Core business

      

Direct interest: full consolidation

 

 

 

 

 

 

 

 

 

 

 

 

DIPLIC - Private credit balanced mutual fund

 

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

 

 

 

100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

Caixa Vértice - Private credit balanced mutual fund

100.00  

 

100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

100.00

 

100.00

 

Investment fund

BB Steel - Private credit balanced mutual fund

 

100.00

 

 

Investment fund

 

In preparingthe preparation of the consolidated financial statements the following consolidation procedures have been applied:

 

·Transactions between subsidiaries, associates, joint ventures and joint operations 

Unrealized gains on transactions with subsidiaries, joint ventures and jointly controlled entitiesassociates are eliminated to the extent of CSN’s equity interests in the related entity inby the consolidation process. Unrealized losses are eliminated in the same manner as unrealized gains, although only to the extent that there are not indications of impairment. The Company eliminates the effect on profit or loss of transactions carried out with joint ventures and, as a result, reclassifies part of the equity in results of joint ventures to financial costs, cost of sales and income tax and social contribution.

The base date ofto the financial statements of the subsidiaries and jointly controlled entitiesjoint ventures is the same as that of the Company, and their accounting policies are also in line with the policies adopted by the Company.CSN.

 

·Subsidiaries

 

Subsidiaries are all entities (including special purpose entities), whose which 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 the control is transferred to the Company and are deconsolidated from the date when such control ceases.

 

·Jointly 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 asJoint ventures and 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.

 

JointlyJoint 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 characteristicsobligations of each investor.

 

Joint arrangementsoperations are accounted for in the financial statements in order to represent the Company's contractual rights and obligations. Thus,Therefore, the assets, liabilities, revenues and expenses related to its interests in joint arrangementsoperations are accounted for individually in the financial statements.

Joint ventures are accounted for under the equity method and are not consolidated.

 

The Company eliminates the effect on profit or loss of transactions carried out with joint controlled entitiesventures and, as a result, reclassifieseliminates part of the shareequity in results of profits (losses) of jointly controlled entitiesjoint ventures to financefinancial costs, cost of sales, net sales and income tax and social contribution.

 

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· 

Associates

 

Associates are all entities over which the Company has significant influence but not control, generally through a shareholding ofpercentage from 20% up to 50% of the voting rights. Investments in associates are accounted for under the equity method of accounting and are initially recognized at cost.

 

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·         Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with owners of Company equity.the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of subsidiary 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 in 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)2.c) Foreign currencies

 

i.      Functional and presentation currency

 

Items included in the financial statements ofare related to each one of the Company'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.     BalancesTransactions and transactionsbalances

 

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 itemsvaluations when their values are remeasured. Foreign exchange gains and losses resulting from the settlement of thesethose transactions and from the translation at exchange rates in effect as of December 31, 2013 of2015 related to 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.a result of monetary items of foreign operation characterized as foreign investment.

 

The assetbalances of assets and liability balancesliabilities are translated at theby exchange rate in effectrates prevailing at the end of the reporting period. As of December 31, 2013,2015, US$1 is equivalentequal to R$2.3426 (R$2.0435 as of3.9048(R$2.6562 at December 31, 2012), €$ 12014) and €1 is equivalentequal to R$3.22654.2504 (R$2.6954 as of3.2270 at December 31, 2012) and ¥$ 1 is equivalent to R$0.02233 (R$0.02372 as of December 31, 2012)2014).

 

All other foreign exchange gains and losses, including foreign exchange gains and losses related to loansborrowings 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 translationexchange differences resulting from changes inrelated to 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.

 

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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 reportingpresentation currency are translated into the reportingpresentation currency as follows:

 

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·        AssetsThe assets and liabilities inof each balance sheet presented have beenare translated at theby exchange rate at the end of the reporting period;

 

·        IncomeThe 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.income; and

·Gains and losses accumulated in shareholders' equity are included in the income statement when the foreign operation is partially disposed or sold.

 

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 ininto other comprehensive income are recognized in the income statement as part of the gain or loss on sale.

 

(d)2.d) Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, and in banksbank accounts 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)2.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 were 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 for estimated losses.

 

(f)2.f) InventoriesInventories 

 

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 productsgoods 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.  The allowance for estimated losses foron slow-moving or obsolete inventories are recognized when considered appropriate.necessary.

 

Stockpiled ore inventories are accounted for as processed when removed from the mine. The cost of finished productsgoods comprises all direct costs necessary to transform stockpiled inventories into finished products.goods.

 

(g)2.g) InvestmentsInvestments 

 

Investments in subsidiaries, joint venture entitiesventures 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 revenueincome (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

F-12

adjustments to pension plans and available-for-sale investments that impact the subsidiaries’ shareholders' equity, are recognized in 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

When necessary, the accounting policies of subsidiaries, joint ventures and joint venture entitiesassociates are changed to ensure consistency and uniformity of criteria with the policies adopted by the Company.

 

(h)2h) Business combination

 

The acquisition method is used to account for on each business combination conducted by the Company. The considerationpayment obligation transferred forby acquiring a subsidiaryan entity is measured by 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 4).net assets.

 

(i)2.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 10. The depletion of mines is calculated based on the quantity of ore mined. Land is not depreciated since their 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 shorter ofbetween the normal useful lives of such assets orand the useful life of the mine. The Company recognizes in the carrying amount of property, plant and equipment the cost of replacement and consequently reducing the carrying amount of the part that it is replacingreplaced 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.

 

If some components of property, plant and equipment have different useful lives, these components are separately recognized asaccounted for in separate line items of property, plant and equipment items.equipment.

 

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;established, after this period the subsequent development costs are capitalized. Exploration and valuation expenditures include:

 

·        Research and analysis of explorationhistorical data related to area historical data;exploration;

·        Topographic, geological, geochemical and geophysical studies;

·        Determine the mineral asset’s volume and quality/grade of deposits;grade;

·        Examine and test the extraction processes and methods;

·        Topographic surveys of transportation and infrastructure needs;

·        Market studies and financial studies.studies;

 

The development costs for the development offrom new mineral deposits or from capacity expansion in mines in operationmine operations 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).

 

FS-14F-13

 

Stripping costs (the costs associated with the removal of overburdenedoverburden and other waste materials) incurred during the development of a mine, before production commences, they 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 strippingStripping costs in the production phase are included in the cost of the inventory produced, (that is extracted), except when a newspecific extraction campaign is launchedmade to permitaccess deeper deposits than where the accessore body is located. In these cases, costs are capitalized and taken to a significant newnoncurrent assets when the mineral ore body. In such cases,deposit is extracted and are amortized over the cost is capitalized as a non-current asset and amortized during the extractionuseful life of the ore body.

 

The Company holds spare parts that will be used to replace parts of property, plant and equipment and that willused to increase the asset’s useful life and the useful life of whichwhen it exceeds 12 months. These spare parts are classified in property, plant and equipment and not in inventories.

 

(j)2.i) Intangible assets

 

Intangible assets comprise assets acquired from third parties, including through business combinations and/or those internally generated.combinations.  

 

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.

Mineral rights acquired are classified in line item “other assets” in intangible assets.

 

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 acquiree´s assets and liabilities of the acquiree.liabilities. Goodwill on acquisitions of subsidiaries is recognized as ‘Intangible assets’intangible assets in the consolidated financial statements. In the individual balance sheet, goodwill is included in investments. Negative goodwillThe gain on purchase 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 fromin which the goodwill arose, and therecalling that 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 useful lives of 1from one to 5five years.

 

(k)2.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 and/or depreciation, such as property, plant and equipment, are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized atby the amount by which the carrying amountexciding value of an asset exceeds itsasset´s 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 for goodwill, that are considered impaired are subsequently reviewed for possible reversal of the impairment at the reporting date.

 

(l)Employee benefits

 

FS-15F-14

 

2.l) Employee benefits

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 asfor an asset on conditionsince it is agreed that either cash reimbursement or future reduction in future payments is available.on payables will flow back to CSN. 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 the 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. 

 

The Company and some of its 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 wereare calculated using the same accounting method used for defined benefit pension plans. These obligations are annually valued 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 in profit or loss until the benefits become vested.

 

The Company has recognizerecognizes all actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income, subsequently transferred to retained earnings or accumulated losses.income. If the plan is 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 recognizes a liability and an expense substantially allocated to production cost and, where applicable, to general and administrative expenses when such goals are met.

 

(m)2.m) ProvisionsProvisions 

 

Provisions are recognized when: (i)when the Company has a present legalobligation (legal or constructive obligationconstructive) as a result of a past events, (ii)event, it is probable that an outflow of resourcesthe Company will be required to settle the obligation and it has reliable cost estimation.

The amount recognized as a provision is the best value estimation required to settle the present obligation at the end of the reporting period, taking into account the risks and (iii)uncertainties surrounding the amount can be reliably measured. Provisions are determined discountingobligation. When a provision is measured using the expected future cash flows based on a pre-tax discount rate that reflects current market assessmentsestimated to settle the present obligation, its carrying amount is the present value of thosecash flows (when the effect of the time value of money and, where appropriate, the specific risksis material). When some or all of the liability. economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is probable that reimbursement will be received and that the amount of the receivable can be measured reliably.

(n)Concessions 

 

FS-16F-15

 


 

table of contents2.n) Concessions

The Company has governmentgovernmental concessions to provide the following types of services: railway and theirport transportation managed by Company´s subsidiaries and joint-ventures. The concessions included in the consolidated financial statements are related to the rail network in the Northeast area, managed by the subsidiary FTL, the container terminal in Itaguaí, managed by the subsidiary TECON and the port terminal TECAR for exporting iron ore and importing coal, which is managed by the subsidiary Congonhas. The joint venture concessions are related to TLSA and MRS and are not disclosed in these financial statements.

The Company´s concession contracts are not within the scope of the international interpretative standard IFRIC 12, considering that the grantor (refers to the government) has effectively no control over what, to whom and at what price the services will be provided by the dealer (refers to the private part) to the customers.

In essence, the payments made under our concession contracts has operating leasing characteristics. Therefore, the accounting should follow the accounting rules applicable to leases – IAS 17. Our concession agreements provide for the use of a specific asset for an agreed period of time, but without any transfer of ownership to the Company or option to buy these assets after the completion of these contracts. These payments are classified as operating leases.recognized in the income statement on a straight line basis over the period of the contracts.

 

Assets acquired or constructed by us are recorded in property, plant or equipment or in intangible assets, when applicable, according to the parameters defined in IAS16 and IAS 38. Under our agreements, we have control over these assets and assume the risks and rewards associated with them. At the end of the concession, if there is any residual value, the grantor reimburses us for these amounts.”

(o)2.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 fromto the proceeds,amount received, net of taxes.

 

When any Company of the Group 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)2.p) Revenue recognition

 

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.receivables. 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.contract term.

 

F-16


(q)2.q) Finance income and finance costs

 

Finance income includes interest income from funds invested (including(except available-for-sale financial assets), dividend income (except for dividends received from investeesnot 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 hedgingderivative 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 under 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 inon the fair value of financial instruments measured at fair value through profit or loss, impairment losses recognized in financial assets, and losses on hedgingderivative 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)2.r) Income tax and social contribution

 

Current and deferred income tax and social contribution are calculated based on the tax laws 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 assumedtaken in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The CompanyGroup recognizes provisions whenwhere 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 currentCurrent and deferred taxes are recognized in profit or loss unless they are related to business combinations or items recognized directly 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 entitiesjoint ventures 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 infrom 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 that have been enacted or substantially enacted by the end of the reporting period.

 

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. Annually, the Company reviews and verifies the existence of future taxable income and a provision for loss is recognized when the realization of these credits is not likely in less than 10 years.

 

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.

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(s)2.s) Earnings/(loss)(Loss) per share

 

Basic earnings/loss per share are calculated by means of the profit/loss for the year attributable to owners of the CompanyGroup and the weighted average number of common shares outstanding in the related period. Diluted earnings/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 CompanyGroup does not have any instruments potentially convertible into shares and, accordingly, diluted earnings/loss per share are equal to basic earnings/loss per share.

 

(t)2.t) Environmental and restoration costs

 

The Company recognizes a provision for the costs of recovery of areascosts and fines when a loss is probable and the amounts of the related costs can be reliably measured. Generally, the period when the provision for providing for the amount to be used in recovery is recognized 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 CompanyGroup and that are basically related to the acquisition and installation of equipment to control and/or prevent pollution.

 

(u)2.u) Research and development

 

FS-18

All these costsResearch expenditures are recognized inas expenses when incurred. Expenditures on project developments (related to the income statementdesign and testing stages of new or improved products) are recognized as intangible assets when incurred, exceptit is probable that projects will be successful, based on their commercial and technological feasibility, and only when they meet the criteria for capitalization. Research andcost can be reliably measured. When capitalized, development expenditures recognized as expense forare amortized from the year ended December 31, 2013 amounted to R$5,810 (R$6,033 asstart of December 31, 2012).a product commercial production, on a straight-line basis and over the period of the expected benefit.

 

(v)2.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.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

 

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 includes 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, other 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.

 

F-18


·        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 offor 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 measured 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 measured 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

ChangesThe 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 securitiesfinancial assets are recognized in profit or loss, whileas follows: (i) the effects of foreign exchange differences on non-monetary securities are recognized in shareholders' equity. Changesand the changes in the fair value of monetary and non-monetary securities classified as available-for-salethe investment in the investee’s capital are recognized directly in otherthe Company’s shareholders’ equity, in “Other comprehensive income and are only recognized in profit or loss when the investment is sold or written off as a loss.income”.

 

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.

 

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 option 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 ofevaluates in the end of each reporting period whether there is objectivean  evidence that a financial asset or a group of financial assets is impaired.areimpaired.

 

·        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 evidenceare evidences 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 thatand the future cash flow estimation can be reliably estimated.calculated..

 

The criteria used by CSN to determine whether there is objective evidenceare evidences of an impairment loss include:includes:

 

·      significant financial difficulty ofweakness related to the issuer or counterparty;

 

F-19

·      a breach of contract, such as default or delinquency inat interest or principal payments;

 

·      the issuer, for economic or legal reasons relating to the borrower’s financial difficulty,weakness, grants to the borrower a concession that the lender would not otherwise consider;

 

·      it becomingbecomes probable that the borrower will enterincur in bankruptcy or other financial reorganization;

 

·      the disappearance of an active market for thatthe related financial asset because of financial difficulties;weakness; 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:

 

- adverseAdverse changes in the payment status of borrowers in the portfolio;

- nationalNational or local economic conditions that correlate with defaults on the assets in the portfolio.

 

The amount of the loss is measured asby the difference between the carrying amount of the assetsasset 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

 

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

 

In the case of equity securities classified as available-for-sale, a significant or prolonged decline inat the fair value of an investment in an equity instrument below of its cost is also objectivean 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 andas well as the financial health and short-term business prospects of the business for the investee, including factors such as:  industry and segment performance, changes in technology and operating and operating/financial cash flows.If  there is any of this evidence ofthe impairment ofevidences is observed for 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. to profit or loss.Impairment losses recognized in the income statement as available-for-sale instruments are not reversed through the income statement.reversed.

 

CSN tested for impairment its available-for-sale investment in Usiminas shares, (seesee note 13).13 – Financial Instruments.

 

iii)    Financial liabilities

 

Financial liabilities are classified into following categories: measuredcategories “measured at fair value through profit or lossloss” and other“other financial liabilities.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 measured 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.

 

F-20


·      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 andas well as trade payables.

 

·        Offsetting of 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 the recognized amounts andas well as 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

Derivatives are initially recognized at fair value on the date when a derivative contract is entered, thereafter they are subsequently measured at their fair value and any changes are recognized as “Finance income (costs)” in the income statement.

 

Certain derivative·Cash flow Hedge activities

The Company adopts hedge accounting and designates certain financial liabilities as a hedging instrument of a foreign exchange risk associated to the cash flows from forecast, highly probable exports (cash flow hedges).

At the inception of the transaction, the Company documents the relationships between the hedging instruments do not qualifyand the hedged items, as well as its risk management objectives and strategy for undertaking hedging transactions. The Company also documents its assessment, both at the inception of the hedge accounting. Changesand on an ongoing basis, of whether the hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

The effective portion of the changes in the fair value of any of these derivative instrumentsfinancial liabilities designated and qualifying as cash flow hedge is recognized on equity, in line item "Hedge accounting”. Any gain or loss related to the ineffective portion is recognized immediately in profit or loss.

The amounts accumulated in equity are immediately recognized inrealized at the income statement underin the periods when the forecast exports affect profit or loss.

When a hedging instrument expires, is settled in advance or the hedging relationship no longer meets the hedge accounting criteria, or even when Management decides to discontinue hedge accounting, all cumulative gains or losses recorded in  equity at the time remain recognized in  equity. When the forecast transaction is completed, the gain or loss is reclassified to profit or loss. When a forecast transaction is no longer expected to take place, the cumulative gain or loss previously recognized in shareholders’ equity is immediately transferred to the income statement, in line item “Finance income” and “Finance costs”income (costs)”.

The movements in the hedge amounts designated as exporting cash flow hedges are stated in note 13.

·Even thoughNet investment hedge activities

For net investment hedge, the Company uses derivativesdesignates part of its financial liabilities as hedging instruments of its overseas investments with functional currencies other than the Group’s functional currency, according to IAS 39. Such relationship occurs since the maturity of the financial liabilities is related to the exchange variation of the investments in the amounts required for the effective relationship.

At the inception of the hedge relationship, the Company documents the relationship between the hedging purposes, it does not applyinstrument and the hedged item, along with its risk management objectives and its strategy for undertaking out various hedge accounting.transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values of the hedged item.

 

FS-21F-21

 

·
 Foreign exchange gains or losses on foreign operations

 

Gains

The effective portion of changes in the fair value of financial liabilities that are designated and lossesqualify as a net investment hedge is recognized in equity in line item “Hedge Accounting”. The gain or loss relating to the ineffective portion is recognized in finance income (costs), when applicable. If at some point of the hedging relationship the balance of the debt is higher than the balance of the investment, the exchange variation on the excess debt will be reclassified to the statement of profit or loss as a finance income/cost (ineffectiveness of the hedge).

The amounts accumulated in shareholders' equity are includedwill be realized in the income statement whenof profit or loss upon disposal or partial disposal of the foreign operation is partially disposed of or sold.operation.

 

The changes in the amounts of hedge denominated as Net investment hedge are shown in note 13.

(w)2.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 makeenable decisions regarding fundsresources to be allocated to the segment and assessment of its performance, and for which there isperformance. The Company  maintains distinct financial information available (see Note 26).for the distinct segments.

 

(x)2.x) Government grants

 

Government grants are not recognized until there is reasonable assurance that the Company will comply withto the conditions attaching to them and assurance that the grants will be received, whenso then 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 that the grants are intended to compensate.

 

The Company has state tax incentives in the North and Northeast regions, thatwhich 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 Entities. The 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)2.y) New standards and interpretations issued and not yet adopted

 

The following standards, amendments to standards and IFRS interpretations issued by the IASB are not yet effective and were not early adopted by the CompanyGroup for the year ended December 31, 2013:2015:

 

FS-22

Standard

Description

Effective date

 

IAS 3216 and IAS 38

Financial Instruments: PresentationProperty, Plant and Equipment andIntangible Assets, on – in May 2014 these accounting standards were revised to clarify that 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.revenue method will no longer be permitted for depreciation or amortization purposes.

 

 

January 1,2016

IFRS 10 and IAS 28

Consolidated Financial Statements andInvestments in Associates and Joint Ventures – in September 2014 a revision was issued proposing that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 to an investor’s subsidiary or joint venture should only be recognized to the extent of the unrelated investors' interests in the subsidiary or joint venture.

2016

 

Revised IFRS 10, IFRS12 and IAS27

7

The amendmentsFinancial Instruments: Disclosures – in September 2014 the IASB revised IFRS 7 to IFRS10 define an investment entityprovide guidance to clarify whether a servicing contract is continuing involvement and require athat the additional disclosure requirements are not specific for interim 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.periods.

 

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, 20142016

 

 

 

 

 

IFRS 9

Financial Instruments. IFRS 9 retains, but simplifies the mixedcombined measurement model and establishes two primarymain measurement categories forof financial assets: amortized cost and fair value. The classification basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Theasset's contractual cash flow.

IFRS 9 retains most of IAS 39 requirements for financialliabilities.

The main change refers to those cases where thefair value of thefinancialliabilities must be segregated so that the fair value portion related to the entity’s credit risk is recognized in “Other comprehensive income” and not in profit or loss for the period.

The guidance on IAS 39 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.is still applicable.

 

 

 

 

 

2018

 

January 1, 2015

IFRS 11

The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 for a business combination. The amendments also make it clear that the equity interest previously held in a joint operation is not re-measured on the acquisition of an additional equity interest in the same joint operation for as long as joint control is retained.

2016

IFRS15

Revenue from Contracts with Customers.This new standard introduces the principles that an entity will apply to determine the revenue measurement and when such revenue shall be recognized.

IFRS15 replaces IAS 11Construction Contracts, IAS 18Revenue, and related interpretations.

2018

IFRS16

Defines the principles for recognition, measurement,

presentation and disclosure of leases. IFRS 16 replaces IAS17 - Leases and related interpretations.

2019

F-22

 

The Company does

There are no other standards, amendments to standards and interpretations not expectyet effective that these new standards willthe Group expects to have a material impact on its financial statements in 2014.

3.CHANGES IN ACCOUNTING POLICIESstatements.

 

The Company applied, beginning January 1, 2013, IFRS 10Consolidated Financial Statements,, which establishes principles for the presentation and preparation2.a.a) Restatement of consolidated financial statements when an entity controls one or more entities, and IFRS 11accounting balancesJoint 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,The Company reclassified in 2014 the balances of forfaiting transactions and drawee risk with commercial suppliers, originally presented in balance sheet as the proportionate consolidation method for entities qualifiedline item trade payables, to loans and financing, as joint ventures is no longer allowed, the Company no longer consolidates its joint arrfollows:

a
ngements entities Nacional Minérios S.A., MRS Logística S.A.,a) Balance Sheet at December 31, 2014 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.December 31, 2013

 

     

Consolidated

 

 

 

 

 

12/31/2014

 

Published balances

 

Reclassifications

 

Restated balances

      

Total Assets

49,767,100

 

 

 

49,767,100

      

Trade payables

1,638,505

 

(470,679)

 

1,167,826

Borrowings and financing

29,883,379

 

470,679

 

30,354,058

Other liabilities

12,510,241

 

 

 

12,510,241

Total Liabilities

44,032,125

   

44,032,125

 

 

 

 

 

 

Total equity

5,734,975

   

5,734,975

 

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

F-23

FS-25

 

      

Consolidated

 

 

 

 

 

 

12/31/2013

 

 

Published balances

 

Reclassifications

 

Restated balances

Total Assets

 

50,402,539

 

 

 

50,402,539

       

Trade payables

 

1,102,037

 

(42,265)

 

1,059,772

Borrowings and financing

 

27,746,430

 

42,265

 

27,788,695

Other liabilities

 

13,485,013

 

 

13,485,013

Total Liabilities

 

42,333,480

 

 

42,333,480

 

 

 

 

 

 

 

Total equity

 

8,069,059

 

 

8,069,059

·Forfaiting

Trough out the financial years 2014 and 2015 the Company purchased raw materials from its suppliers located abroad through a foreign trade operation called Forfaiting, in which the financial institution  makes the payment in cash to exporter by the net values of the securities (discount rate and other possible expenses already deducted), allowing the Company to finance imported goods by an yearly interest rate from 1.25% to 3.28%, maturing in 12 months. As of 31 December, 2015, this liability amounted to R$ 288,772 (R$ 414,442 at December 31, 2014).

·Drawee risk

During the financial years 2014 and 2015 the Company carried out transactions denominated drawee risk, the transaction occurs when the financial institution engaged by the Company anticipates to suppliers the debt securities, so then subsequently receives from the Company on the maturity date  those anticipated values . As of 31 December, 2015, this liability amounted to R$84,063 (R$56,237 at December 31, 2014).

b) Statements of cash flows at December 31, 2014 and December 31, 2013

     

Consolidated

 

 

 

 

 

12/31/2014

 

Published balances

 

Reclassifications

 

Restated balances

      

Cash generated by operating activities

     

Loss of the period

(105,218)

   

(105,218)

Trade payables

581,951

 

(362,598)

 

219,353

Paid Interests

(2,742,876)

 

(2,078)

 

(2,744,954)

Others

3,454,528

   

3,454,528

Net cash generated by operating activities

1,188,385

 

(364,676)

 

823,709

 

     

Cash used in investing activities

(1,657,743)

   

(1,657,743)

 

     

Cash generated by financing activities

     

Forfaiting funding / drawee risk

  

641,430

 

641,430

Forfaiting amortization / drawee risk

  

(276,754)

 

(276,754)

Others

(896,015)

   

(896,015)

Net cash used in financing activities

(896,015)

 

364,676

 

(531,339)

 

     

Exchange rate changes on cash and cash equivalents

55,722

   

55,722

 

     

Decrease in cash and cash equivalents

(1,309,651)

   

(1,309,651)

F-24


      

Consolidated

 

 

 

 

 

 

12/31/2013

 

 

Published balances

 

Reclassifications

 

Restated balances

Cash generated by operating activities

 

     

Loss of the period

 

509,025

   

509,025

Trade payables

 

(841,157)

 

538,094

 

(303,063)

Paid Interests

 

(2,376,537)

 

(13,117)

 

(2,389,654)

Others

 

4,906,748

   

4,906,748

Net cash generated by operating activities

 

2,198,079

 

524,977

 

2,723,056

 

 

     

Cash used in investing activities

 

(2,245,806)

   

(2,245,806)

 

 

     

Cash generated by financing activities

      

Forfaiting funding / drawee risk

 

  

62,592

 

62,592

Forfaiting amortization / drawee risk

   

(587,569)

 

(587,569)

Others

 

(1,881,419)

   

(1,881,419)

Net cash used in financing activities

 

(1,881,419)

 

(524,977)

 

(2,406,396)

 

 

     

Exchange rate changes on cash and cash equivalents

 

32,997

   

32,997

 

 

     

Decrease in cash and cash equivalents

 

(1,896,149)

   

(1,896,149)

c) Statement of income and statement of comprehensive income on December 31, 2014 and 2013

The Company has not presented the others statements as of December 31, 2014 and 2013 since the changes in those tables were not material.

3.BUSINESS COMBINATION -Acquisition of control of Nacional Minérios S.A. (Namisa)

3.1 Object of transaction

 

tableOn December 11, 2014, the Board of contentsDirectors of CSN approved the establishment of a strategic alliance with an Asian Consortium comprised by the companies ITOCHU Corporation, JFE Steel Corporation, POSCO, Ltd., Kobe Steel Ltd., Nisshin Steel Co, Ltd. and China Steel Corp. (“Asian Consortium”).

The transaction consisted of a business combination through which the Asian Consortium contributed its equity interest of Namisa (40%) into Congonhas Minérios S.A. (“Congonhas Minérios”), a mining subsidiary of CSN. After the corporate restructuring, Congonhas Minérios became the holder of the commercial establishment related to CSN’s iron ore mine Casa de Pedra, CSN’s equity interest of Namisa (60%), 8,63% direct interest in MRS, as well as the right to manage and operate the solid bulk terminal of TECAR in Itaguaí Port (“TECAR”).

The transaction was concluded by the signing of a shareholders agreement by the shareholders of Congonhas Minérios, on November 30, 2015.

The following steps were carried out in order to conclude the transaction:

·Payment of dividends by Namisa before closing of the transaction, amounting to US$1.4 billion (equivalent to R$5.4 billion);

·Restructuring of Congonhas Minérios  through the contribution, by CSN, of the assets and liabilities related to Casa de Pedra, the rights to operate TECAR, 60% of Namisa’s shares, 8.63% of MRS’ shares, and US$850 million in debt (equivalent to R$3,370 million, as presented in note 9.b);

·Acquisition, by Congonhas Minérios, of 40% of the Namisa shares held by the Asian Consortium, resulting in the incorporation of Namisa by Congonhas Minérios;

·Signing of a shareholders agreement (“Shareholders’ Agreement”) by the shareholders of Congonhas Minérios;

·Payment by CSN of US$680 million relating to the acquisition of 4% of the shares held by the Asian Consortium in Congonhas Minérios and additional US$ 27 million relating to the  acquisition of 0.16% of the shares held by the Asian

F-25


Consortium in Congonhas Minérios, amounting to US$ 707 million (equivalent to R$2.7 billion);

·Settlement of the pre-existing agreements with Namisa for supply of high-silicon and low-silicon content ROM (Run of Mine), port services and ore beneficiation.

The following charts show the corporate structure before and after the transaction:

 

Considering the position of Congonhas Minérios’ assets, the contributions made by the Asian Consortium in the transaction, as well as adjustments resulting from the negotiations between the parties and adjustments of debt, cash and working capital, CSN and the Asian Consortium held, respectively, equity stakes of 87.52% and 12.48% in the capital stock of Congonhas Minérios upon conclusion of the transaction.

The transaction also includes an earn-out mechanism by which, in the event of a qualified liquidity event occurred under certain valuation parameters and within a defined time period after the closing of the transaction, the Asian Consortium’s equity interest in Congonhas Minérios could be diluted, at CSN´s sole discretion, from 12.48% to 8.71%. This mechanism was considered as a contingent asset and no related value was accounted thereto.

Part of the iron ore produced by Congonhas Minérios will be sold to the members of the Asian Consortium and to CSN. Such rights are reflected in long-term supply agreements entered into on November 30, 2015, which terms were negotiated on usual market conditions. CSN also ensured the use of TECAR for import of raw materials through a long-term agreement.

iii.3.2 Application of IFRS3 to the transaction

Prior to the transaction, Namisa was managed by means of a shareholders agreement, through which the Asian Consortium had sufficient vetoes that grant it substantial management rights over the operations. With respect to accounting, Namisa was classified as a joint venture within the scope of IFRS 10 and 11. CSN recorded its 60% equity interest in Namisa according to the equity method.

As mentioned above, CSN carried out a corporate restructuring involving the transfer of its mining operations, rights to operate the port terminal TECAR and equity interests in Namisa and MRS to Congonhas Minérios. This step of the transaction was carried out based on the book value of the assets, since there was no change control over the assets and equity stakes transferred. Upon conclusion of the corporate restructuring, Congonhas Minérios became the  controlled company of CSN that concentrates the group’s mining businesses.

As a result of the transaction, Namisa became  fully controlled by Congonhas Minérios. The Asian Consortium holds only protective vetoes in relation to the assets resulting from the business combination, usual in this type of transaction.

F-26


Accordingly, since there has been alteration of control over Namisa’s assets, IFRS3 should be applied. Under the parameters of such accounting standards, the acquisition date for purposes of accounting records was November 30, 2015 and the acquirer considered for transaction purposes was Congonhas Minérios. Namisa was the acquiree.

Balance sheet3.3 Application of the acquisition method

Under IFRS3, the acquisition method shall be applied for recording the transaction. The method consists of the following:

a) determining the purchase price;

b) recognizing the amount of the goodwill based on expectations for future profitability; and

c) recognizing a gain or loss on pre-existing relations that should be settled with the business combination.

These three steps are applicable to the acquisition of control over Namisa, and they are detailed as follows.

a)     Determination of the purchase price

According to IFRS3, the purchase price is determined by the sum of the transferred assets, liabilities incurred, equity interests issued, non-controlling equity interests and the fair value of any equity interest held prior to the transaction. The following table summarizes the price considered for accounting purposes:

Item

Comment

R$ million

Ref.

Assets transferred

A payment in the amount of USD707MM is being carried out in the transaction.

2,727

(i)

Liabilities assumed

Refers to financial adjustment of working capital and
debt.

6

(i)

Equity interests issued

Congonhas Minérios issued shares that were delivered to the Asian Consortium.

2,619

(ii)

Fair value of the equity interest held by the acquiring company in the company acquired immediately prior to the combination

Congonhas Minérios held 60% of the Namisa shares prior to the business combination and appraised such equity interest at fair value.

8,023

(iii)

Purchase price considered for the business combination

13,375

i.       Assets transferred and liabilities assumed

Subsequent to the capital increase, the transaction included a payment made for acquisition of 4.16% of Congonhas Minérios’ shares held by the Asian Consortium in the amount of US$707 million, equivalent to R$2,727 as of January 1, 2012November 30, 2015 and a liability amounting to R$6 to be paid along 2016.

Even though such payment was carried out by CSN for the acquisition of Congonhas Minérios shares, its economic effect was recorded at Congonhas Minérios as an integral part of the consideration received due to the control acquisition over Namisa, according to the guidelines provided by IFRS3.

ii.      Equity interests issued – Shares in capital stock of Congonhas Minérios

 

      
 

 

 

 

 

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

 

 

 

 

 

 

Congonhas Minérios performed the primary issue of shares to the Asian Consortium representing 12.48% of its total capital. Pursuant to IFRS3, such shares were appraised at fair value as of the acquisition date.

Such appraisal was performed using the discounted cash flow method, considering the business plans approved by the shareholders of Congonhas Minérios. The main premises of such appraisal and the results thereof are described in the table below:

 

FS-26F-27

 

 

table of contents

4.BUSINESS COMBINATION

·Stahlwerk Thüringen GmbH (“SWT”) and Gallardo Sections

On January 31, 2012, through its wholly-owned subsidiary 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 producer of long steel located in Unterwellenborn, 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.  (“AG Group”).

This acquisition helps CSN to strengthen its role in the long steel segment, by strengthening its portfolio of world class assets.

As mentioned in note 2(i), the acquisition method was used to account for identifiable assets acquired and liabilities assumed.

The purchase price of R$301,192 (€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 purchase price identification process, the Company considered the adjustments presented below and the 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 priceremises

 

301,192Figures

Volumes of iron ore

60Mt/year over the long-term

Prices - Platts CFR China 62% Fe

Intervals from US$56 to US$75

Discount rate

Nominal WACC of 13.91%

Fair value as of Nov. 30, 2015 (equity value)

R$20,988 million

Percentage of shares held by the Asian Consortium after acquisition of the 4.16% equity interest

12.48%

Fair value attributed to the shares issued

R$2,619 million

 

The fair value of Congonhas Minérios was calculated by independent appraisers who issued an appraisal report.

iii. 60% equity interest in Namisa held prior to the acquisition

Congonhas Minérios held 60% of Namisa’s shares immediately prior to the transaction costsregarding the acquisition of control be concluded. Such shares were appraised under the equity method.

According to item 41 of IFRS3, such shares are represented by consulting servicespart of the consideration transferred and lawyers’ fees totaling R$20.879, which have been includedshould be measured at their fair value as of the acquisition date. A gain or loss resulting from the difference between the fair value and the carrying amount recorded immediately prior to the acquisition should be recognized in profit or loss for the income statement, in general and administrative expenses, as incurred.year.

 

The tablesappraisal of the fair value of Namisa was conducted according to the discounted cash flow method, considering the business plans in effect prior to the transaction and approved by the shareholders. The main premises of such appraisal and the results thereof are shown in the following table:

Premises

Figures

Volumes of iron ore

40Mt/year over the long term

Prices - Platts CFR China 62% Fe

Intervals from US$56 to US$75

Discount rate

Nominal WACC of 14.36%

Fair value as of Nov. 30, 2015 (equity value)

R$13,375 million

Fair value attributed to the 60% participation(a)

R$8,023 million

Accounting Balances

Accounting balances considering the elimination of 60% due to the gain in the pre-existing relationship(b)

Carrying value as of Nov. 30, 2015 (60%)

R$6,164 million

Elimination of 60% on the gain of a pre-existing relationship(1)

R$933 million

5,231 million

Gain on appraisal of the 60% stake at fair value (a–(b)

R$2,792 million

(1)According to item b(i) below, showNamisa assets related to pre-existing contracts were adjusted to fair value at the acquisition date. The presentation of the gain in the valuation of the initial participation at fair value considers the elimination of 60% of the gain on the settlement of pre-existing relationship.

The fair value of Congonhas Minérios was calculated by independent appraisers who issued an appraisal report.

b)     Goodwill on acquisition of control over Namisa

According to IFRS3, the acquirer shall recognize goodwill based on expectations for future profitability as of the acquisition date, measured by the amount at which the purchase price exceeds the fair value of the assets and liabilities acquired (Purchase Price Allocation – PPA). The transaction generated goodwill of R$3,691 million, as per the table below:

Item

R$ million

Ref.

Purchase price considered

13,375

Item (a)

Fair value of the assets and liabilities acquired

9,684

(i)

Goodwill based on expectations for future profitability (Note 11)

3,691

F-28


The goodwill based on expectations for future profitability is recorded under Intangible Assets and, since it does not have a definite useful life, it is not amortized, according to IAS 38. As from 2016, CSN will begin conducting impairment testing for this asset according to the requirements established by IAS 36.

(i)     Fair value of the assets and liabilities acquired

The following table shows the fair value allocation breakdown for 100% of identifiablethe assets acquired and liabilities assumed recognized atas of November 30, 2015, calculated on the basis of reports prepared by independent appraisers:

        

Consolidated

 

 

Carrying amounts

 

Fair value adjustments

 

(-) Write-off of goodwill recorded at Namisa

 

Total fair value

Current assets

 

1,287,126

     

1,287,126

Cash and cash equivalents

 

783,256

     

783,256

Trade receivables

 

253,216

     

253,216

ROM and port advance - Congonhas

 

113,847

     

113,847

Other assets

 

136,807

     

136,807

Non-current assets

 

10,894,866

 

(189,319)

 

(578,531)

 

10,127,016

ROM and port advance - Congonhas

 

9,310,901

 

(1,554,121)

   

7,756,780

Other assets

 

144,982

     

144,982

MRS shares - 10%

 

306,190

 

480,610

   

786,800

Property, plant and equipment

 

550,825

 

156,271

   

707,096

Intangíible assets

 

581,968

 

727,921

 

(578,531)

 

731,358

Total assets acquired

 

12,181,992

 

(189,319)

 

(578,531)

 

11,414,142

 

 

       

Current liabilities

 

1,640,873

     

1,640,873

Borrowings and financing

 

4,680

     

4,680

Trade payables

 

29,037

     

29,037

Taxes payable

 

296,911

     

296,911

Dividends proposed (US$300 million)

 

1,156,800

     

1,156,800

Other payables

 

153,445

     

153,445

Non-current liabilities

 

266,224

 

19,402

 

(196,700)

 

88,926

Borrowings and financing

 

25,307

     

25,307

Provision for contingencies

 

7,486

     

7,486

Deferred taxes

 

215,783

 

19,402

 

(196,700)

 

38,485

Other payables

 

17,648

     

17,648

Total liabilities assumed

 

1,907,097

 

19,402

 

(196,700)

 

1,729,799

Total equity acquired

 

10,274,895

 

(208,721)

 

(381,831)

 

9,684,343

According to IFRS3, the goodwill based on expectations for future profitability existing in the Namisa’s financial statements, as of the acquisition date, the purchase price considered in the acquisition of SWT and Gallardo Sections, and the calculation of the resulting goodwill.should be written off so that a new goodwill is recognized.

 

The fair value adjustments made based on the corporate balance sheet to prepare the opening balance sheet were adjusted after the completionallocation of the valuation report in December 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, plantresulted in a loss in the total amount of R$208,721, distributed among the principal assets of Namisa. The following table shows the breakdown of the amounts allocated and equipment amounting to R$392,817. Total fair valuea summary of property, plant and equipment was measured at R$582,478.the calculation methodology:

 

(***) Refers to the deferred income tax on the fair value adjustments.

F-29

 

FS-27

 

Assets acquired

 

Valuation method

Carrying amounts

 

Fair value adjustment

 

Total fair value

   

Stake in MRS - 10%

 

Entity's discounted cash flow considering the long-term business plan approved by shareholders.

306,190

 

480,610

 

786,800

Agreement for sale of ROM, provision of port services and ore processing between Namisa and Congonhas

 

The contractual prices were compared with the market prices for ore and port services observed in comparable market purchase and sale transactions, adjusted by fluctuations in Plats projected over the agreement term. Based on the contractual volume, the difference between the result projected on the terms of the agreement and the market conditions generates goodwill.

9,424,748

 

(1,554,121)

 

7,870,627

Property, plant and equipment

 

The amounts of property, plant and equipment were adjusted by the difference between the fair value of the PP&E and their respective net carrying amounts, as per the technical valuation conducted by an independent appraiser for the groups of assets represented by improvements, constructions, vehicles, furniture and fixtures. The useful lives follow the periods disclosed in Note10.

550,825

 

156,271

 

707,096

Mining rights (Mina do Engenho, Fernandinho, Cayman)

 

The income approach was used based on the excess profitability methodology in multiple periods, due to the possibility of attributing the directly generated cash flow to the asset identified. Under this methodology, the amount of the mining rights is estimated based on their future profitability, discounting all costs and investments that would be necessary for extracting and processing the iron ore to their fair value. These rights will be amortized according to the depletion of the mines.

  

726,390

 

726,390

relationship with supplier - contract purchase of iron ore -
Itaminas

 

For the fair value calculation of the contract with Itaminas we used the income approach, comparing the future cash flows generated by operation in two scenarios, through the contract and market conditions.

  

1,531

 

1,531

Deferred income tax and social contribution on adjustments

 

 

  

(19,402)

 

(19,402)

Total

 

 

10,281,763

 

(208,721)

 

10,073,042

c)     Settlement of pre-existing relationships between Congonhas Minérios and Namisa

The IFRS3 determines that the increase or decrease in fair value, resulting from an advantage or disadvantage in the transaction between the acquirer and the acquiree, should be eliminated, with recognition of a gain or loss in the income statement of the year as of the transaction date. Such assets or relationships are referred as pre-existing relationship in the context of IFRS3.

Congonhas Minérios and Namisa have a pre-existing relationship resulting from long-term agreements for the performance of port services, supply of ROM iron ore and processing of ore. With the business combination, such agreements were extinct,  since CSN’s mining activities have now been centralized at Congonhas Minérios.

According to IFRS3, due to the fact that the business combination between Congonhas Minérios and Namisa have settled the pre-existing agreements, Congonhas Minérios recognized a gain for the year, recorded in the profit/loss item of Other operating income and expenses, amounting to R$621,648, which is related to the participation of 40% held by the Asian Consortium in the preexisting contracts.

3.4 Effects reflected in CSN parent company - Transaction between partners recorded in equity

As mentioned above, Congonhas Minérios was considered the acquirer for the application of IFRS3. As a result to the completion of the transaction, there was a change in CSN’s shareholding in Congonhas Minérios, which has not represented a loss of control in Congonhas Minérios by CSN. The Company’s participation decreased from 100% to 87.52%. According to IFRS10, this change should be classified as an equity transaction and the resulting gain or loss on the new value of the participation shall be recorded directly in net equity. Due to this percentage variation, a gain of R$1,945 million was recorded. The table below shows the reconciliation of contentsthis amount:

F-30

Goodwill arising on acquisitionEvents

 

R$ Million

(+) Purchase priceContribution to the capital of Congonhas Minérios by the Consortium - item (a)

 

301,192

(-) Fair value of assets acquired and liabilities assumed

65,5972,619

(=) Goodwill arising on acquisition (note 11)CSN Participation - 87,52% (1)

2,292

Acquisition by CSN of 4.16% - item (a)

2,727

Consortium participation - 12.48% (2)

(340)

Other effects of the corporate reorganization (3)

 

235,595(7)

Total gain on the transaction between shareholders (1 + 2 + 3)

1,945

 

Goodwill arising on3.5 Summary of the acquisition was mainly based on expected future earnings.accounting impacts

 

The following table shows the full impact of the business combination described above in the results and equity of the Company:

Events

 

R$ Million

 

Accounting effect

 

P&L

 

Equity

Valuation Gain on 60% participation in Namisa, at fair value - item 3.3 (a) iii

 

2,792

 

2,792

Gain on settlement of preexisting relationships - item 3.3 ( c)

 

621

 

621

Gain on business combination before tax / social contribution (Note 24)

 

3,413

 

3,413

Income tax on the gain of the pre-existing relationship - item 3.3 (c)

 

(528)

 

(528)

Gain in transaction between shareholders - item 3.4

   

1,945

Total impact of the business combination

 

2,885

 

4,830

 

 

 

 

 

5.4.    CASH AND CASH EQUIVALENTS

 

 

 

 

 

Consolidated

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Current

      

Cash and cash equivalents

      

Cash and banks

178,920

 

205,056

434,014

 

192,595

      

Short-term investments

      

In Brazil:

      

Government securities

48,206

 

862,299

165,520

 

246,407

Private securities

240,852

 

540,688

945,420

 

486,730

289,058

 

1,402,987

1,110,940

 

733,137

Abroad:

      

Time deposits

9,527,694

 

10,283,778

6,316,098

 

7,760,289

Total short-term investments

9,816,752

 

11,686,765

7,427,038

 

8,493,426

Cash and cash equivalents

9,995,672

 

11,891,821

7,861,052

 

8,686,021

 

The funds available in the Company and subsidiariesGroup set up in Brazil are basically invested in investment funds, classified as exclusive withandits financial statements were consolidated within CSN financial statements. The funds include repurchase agreements backed by governmentprivate and private bondspublic securities, with pre-fixed income, 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 FinancialNational Treasury Bills (LFTs).Bills.The exclusive funds are managed by BTG Pactual Serviços Financeiros S.A. DTVM , BB Gestão de Recursos DVTM and Caixa Econômica Federal and their assets collateralize possible losses on investments and transactions carried out. Investments in funds were consolidated.

 

In addition, aA significant part of the funds of the Company and its foreign subsidiaries is invested in Time Deposits withtime deposits in banks considered by the administration as leading banks, bearing fixed rates.

 

F-31

5.SHORT-TERM INVESTMENTS

The Company has investments in Public and Private securities managed by its exclusive funds that have been qualified as a margin deposits for the forward dollar contracts traded at BM&F Bovespa in the period and detailed in note 13 (b). The carrying amount of these financial investments totaled R$ 763,599 on December 31, 2015. These investments have pre-fixed yield and immediate liquidity.

6.    TRADE RECEIVABLES

  

 

  

Consolidated

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Trade receivables

      

Third parties

      

Domestic market

790,225

 

776,442

772,617

 

861,518

Foreign market

950,145

 

754,159

818,562

 

762,935

1,591,179

 

1,624,453

Allowance for doubtful debts

-114,172

 

-111,532

(151,733)

 

(127,223)

1,626,198

 

1,419,069

1,439,446

 

1,497,230

Related parties (Note 19 - b)

107,443

 

227,021

61,366

 

153,737

1,733,641

 

1,646,090

1,500,812

 

1,650,967

 

 

 

Other receivables

 

 

 

   

Dividends receivable (Note 19 - b)

717,595

 

955,869

Dividends receivable (Note 19 - b) (*)

27,817

 

59,470

Advances to employees

40,190

 

32,743

Other receivables

71,229

 

59,458

9,458

 

9,876

788,824

 

1,015,327

77,465

 

102,089

2,522,465

 

2,661,417

1,578,277

 

1,753,056

 

The breakdown of gross trade receivables(*) Refers mainly to dividends receivable from third parties is as follows:Congonhas Minérios S.A. totaling R$694,080 to be paid on November 30, 2016.

FS-28

     
  

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 orderaccordance with Group’ internal sales policy the Group performs operations relating 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,in which, after assignment ofassigning the customer’s trade notes/bills and receipt ofreceiving the fundsamounts from the closing of each transaction closed, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. This transaction totals R$386,732232,275 as of December 31, 20132015 (R$224,718264,411 as of December 31, 2012)2014), less the trade receivables.

 

The changesbreakdown of gross trade receivables from third parties is as follows:

    

Consolidated

  

12/31/2015

 

12/31/2014

Current

 

1,049,033

 

1,284,824

Past-due up to 180 days

 

353,443

 

236,843

Past-due over 180 days

 

188,703

 

102,786

 

 

1,591,179

 

1,624,453

The movements in the Company’sGroup’s allowance for doubtful debts are as follows:

   

Consolidated

 

12/31/2013

 

12/31/2012

 

12/31/2015

 

12/31/2014

Opening balance

 

-111,532

 

-124,939

 

(127,223)

 

(114,172)

Estimated losses

 

-17,988

 

-11,073

 

(35,631)

 

(25,305)

Recovery of receivables

 

15,348

 

24,480

 

11,121

 

12,254

Balance related to incorporation

    

Closing balance

 

-114,172

 

-111,532

 

(151,733)

 

(127,223)

 

F-32

 

7.    INVENTORIES

  

 

  

Consolidated

12/31/2013

 

12/31/2012

12/31/2015 

 

12/31/2014

Finished products

743,831

 

980,375

Work in process

650,311

 

668,170

Finished goods

1,912,868

 

1,270,182

Work in progress

1,007,630

 

858,811

Raw materials

714,365

 

722,922

1,062,557

 

1,006,620

Storeroom supplies

1,003,473

 

1,018,625

962,078

 

949,062

Iron ore

139,275

 

74,340

95,461

 

147,699

Advances to suppliers

11,915

 

36,921

12,147

 

2,329

(-) Allowance for inventory losses

-102,185

 

-108,160

Provision for losses

(111,427)

 

(112,581)

3,160,985

 

3,393,193

4,941,314

 

4,122,122

 

ChangesThe movements in the allowanceprovision for inventory losses are as follows:

 

   

Consolidated

 

12/31/2013

 

12/31/2012

 

12/31/2015

 

12/31/2014

Opening balance

 

-108,160

 

-94,950

 

(112,581)

 

(102,185)

Allowance for/reversals of slow-moving inventories and obsolescence

 

5,975

 

-13,210

Provision for losses /reversals of slow-moving and obsolescence (Note 24)

 

1,154

 

(10,396)

Closing balance

 

-102,185

 

-108,160

 

(111,427)

 

(112,581)

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 groupgroups of other current and non-current assets is comprised as follows:

 

 

 

 

   

 

 

 

 

  

Consolidated

Current

Non-current

Current

Non-current

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Judicial deposits (Note 17)

    

693,714

 

718,026

 

 

 

 

328,542

 

288,804

Credits with the PGFN (*)

    

88,921

 

84,392

Recoverable taxes (**)

480,495

 

407,297

 

112,788

 

183,092

Credits with the PGFN(1)

 

  

 

87,761

 

81,792

Recoverable taxes(2)

996,679

 

598,497

 

445,926

 

155,616

Prepaid expenses

37,369

 

38,767

 

38,117

 

42,893

119,456

 

36,226

 

28,119

 

33,323

Actuarial asset - related party (Note 19 b)

    

97,051

 

93,546

 

 

 

 

114,433

 

97,173

Derivative financial instruments (Note 13 I)

9,681

 

239,266

 

3,879

  

118,592

 

174,611

 

 

  

Guarantee margin on financial instruments (Note 13 l)

  

426,328

    

Exclusive fund quotas(3)

 

 

 

 

 

 

 

Securities held for trading (Note 13 I)

9,906

      

10,778

 

13,798

 

 

  

Iron ore inventory (Note 7)

    

144,483

 

144,483

Northeast Investment Fund (FINOR)

    

8,452

 

8,452

Trade receivables

    

9,970

 

8,983

Iron ore inventory(4)

 

 

 

 

144,499

 

144,483

Northeast Investment Fund – FINOR

 

   

10,888

 

8,452

Other receivables (Note 13 I)

 

 

 

 

6,877

 

1,347

Loans with related parties (Note 19 b)

147,273

 

5,362

 

603,862

 

314,699

 

 

517,493

 

373,214

 

117,357

Other receivables from related parties (Note 19 b)

15,658

 

20,309

 

18,129

 

10,515

9,420

 

15,780

 

29,020

 

7,037

Other

22,538

 

14,826

 

15,959

 

18,058

31,524

 

17,898

 

14,642

 

12,036

722,920

 

1,152,155

 

1,835,325

 

1,627,139

1,286,449

 

1,374,303

 

1,583,921

 

947,420

 

(*) (1)Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

.

(**) (2)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,recoverable and income tax and social contribution for offset. The variation in the year stems from recognition of extemporaneous credits in the year 2015. The Company conducted an assessment of their credits and expects to recover in the coming periods.

 

(3)Refers to transactions with derivatives managed by the exclusive funds.

(4)Long-term iron ore inventories that will be used after the construction of the processing plant, which will produce pellet feed, expected to start operating in the second half of 2017, splited to Congonhas Minérios from the drop down of mining assets (refer to note 3).

F-33


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”)Reduce of financial leverage

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 completionprimary goal of reducing financial leverage, the Company´s Management is focused on a plan of disposal of assets and believes that a portion of these assets will be sold within 12 months as from December 31, 2015; however, it is not possible to confirm that the sale is highly probable for any of the spin-off,considered assets, within these 12 months period. The Company considers several sales scenarios that vary according to different macroeconomic and operating assumptions. In this context, the new Shareholders’ Agreement became effectiveCompany did not segregate and control is now jointly held withnot reclassified these assets in 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,financial statements 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,discontinued operations in accordance with the IFRS 10, CSN reversed all TLSA assets and liabilities and non-controlling5.

9.a) Direct equity 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

 

 

Classification

 

12/31/2015

 

12/31/2014

Joint-venture e Joint-operation

 

 

 

   

Nacional Minérios S.A.

 

(*)

   

9,471,026

MRS Logística S.A.

 

Joint Venture

 

556,505

 

776,691

CBSI - Companhia Brasileira de Serviços de Infraestrutura

 

Joint Venture

 

502

 

3,482

Transnordestina Logística S.A.

 

Joint Venture

 

1,271,045

 

1,296,936

Fair Value alocated to TLSA due to control loss

 

Joint Venture

 

659,105

 

659,105

Arvedi Metalfer do Brasil

 

Associate

 

1,039

 

15,672

Other investments

      

Usiminas

 

Equity Instrument at fair value classified as avalable for sale

 

450,073

 

1,409,440

Panatlântica

 

Equity Instrument at fair value classified as avalable for sale

 

21,601

 

31,589

Others

 

 

 

  

1,512

    

2,959,870

 

13,665,453

(*) In the new structure, Congonhas Minérios S.A. stared to control Namisa trough out a business combination transaction, the details are described in note 3.

FS-31F-34

 

1.9.b) Merger of subsidiaries and division of assets

In 2015 there were controlled incorporation of operations, drop down of business establishment, and division of assets that impacted the financial statements as follows:

 

 

 

CSN Cimentos (1)

 

Casa de Pedra e Tecar (2)

 

Namisa (3)

 

Mineração
Nacional (4)

 

05/01/2015

 

12/31/2015

 

12/31/2015

 

12/31/2015

Cash and equivalents

 

129,745

   

213,355

  

Trade receivables

 

433,542

 

650,716

 

193,612

  

Inventories

 

21,814

 

497,357

 

61,513

 

19,026

Dividends receivable

     

1,344,829

  

Deferred tax

 

29,042

 

73,436

    

Advance to suppliers

   

14,470

 

9,414,947

  

Other current and non-current assets

 

21,452

 

229,841

 

173,273

 

7,838

Investments

 

93,564

 

6,173,113

 

344,698

  

Property, plant, equipment and intangible

 

397,570

 

5,932,597

 

1,091,498

 

41,848

Borrowings and financing

   

(3,257,338)

 

(1,257,299)

  

Advance to customers

 

  

(9,414,946)

    

Trade payables

 

(30,180)

 

(323,995)

 

(41,076)

 

(541)

Proposed dividends

 

    

(1,156,800)

  

Deferred tax

     

(143,146)

  

Tax payable

 

(10,625)

 

(25,550)

 

(141,959)

  

Other current and non-current liabilities

 

(24,919)

 

(392,978)

 

(209,826)

 

(9,133)

Net assets

 

1,061,005

 

156,723

 

9,887,619

 

59,038

(1) Merger of subsidiary CSN Cimentos as mentioned in Note 9.d;

(2) Drop down of the assets Casa De Pedra, TECAR, 60% of the shares of Namisa and 8.63% of MRS shares from CSN's mining business to the subsidiary Congonhas Minérios, as mentioned in Note 3;

(3) Merger of the subsidiary Namisa by Congonhas Minérios as mentioned in Note 3;

(4) Spin-off of Namisa assets to National Minérios in addition of restructuring the Company´s mining activities mentioned in note 3. Furthermore, besides the book values of the spin-off mentioned above, fair value adjustments were assigned to mining rights amounting to R$427 million, R$282 net of income taxes (IR/CSLL).

9.c) Rollforward of investments balances in joint ventures, associates and other investments

 

  

Consolidated

 

12/31/2015

 

12/31/2014

Opening balance of investments

13,665,453

 

13,487,023

Opening balance of loss provisions

   

Investment balance of Namisa 11.30.15(1)

(10,160,981)

  

Capital increase/acquisition of shares(2)

3,575

 

10,279

Capital reduction(3)

(466,758)

  

Dividends(4)

(54,464)

 

395,307

Comprehensive income(5)

(967,447)

 

(970,266)

Equity pickup(6)

1,192,034

 

743,119

Drop down of MRS assets to Congonhas(7)

786,800

  

Others

15

 

(9)

Closing balance of investments

3,998,227

 

13,665,453

Balance of provision for investments with negative equity

   

Total

3,998,227

 

13,665,453

(1)Refers to Namisa´s equity on November 2015, after the business combination events (dividends distribution, CSN Handel acquisition and transferring of mining assets to Congonhas Minérios S.A.), during which the company was not consolidated. Therefore, the carrying amounts presented herein differ from the amounts presented in note 3.

(2) The variation is due mainly by capital increase in Prada with capitalization of credits receivable from indirect subsidiaries Rimet and CBL amounting to R$331,869 as well as capital increase in the Mineração Nacional, due to the drop down of assets from Nacional Minérios in the amount of R$ 59,038 (see note 9.b).

(3) In 2015 it refers to capital reduction in the companies Nacional Minérios S.A. and Cia Metalic Nordeste. In 2014, refers to capital reduction in the subsidiaries CSN Steel, CSN Americas, CSN Metals, CSN Minerals and CSN Export.

(4) Dividend payments by Namisa in the amount of R$ 3,239,040 and declaration of dividends amounting to R$694,080, scheduled to be paid on November 30, 2016 (see Note 3);

F-35

(5) Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments the(the functional currency of which is not the Brazilian real.reais) and actuarial gain/loss reflecting the investments measured by equity method.

 

2.Below is(6) The table below shows the reconciliation of the shareequity in results of profit of jointly controlled entitiesaffiliated companies included on investment balance with the share of profit of investees recognizedamount disclosed in the balance sheet afterincome statement and it is due to the reclassifications:elimination of the results of the CSN´s transactions with these companies:

   

Consolidated

 

12/31/2015

 

12/31/2014

Equity in results of affiliated companies

 

 

 

Nacional Minérios S.A.

1,156,714

 

673,060

MRS Logística S.A.

78,684

 

102,476

CBSI - Companhia Brasileira de Serviços de Infraestrutura

(2,979)

 

572

Transnordestina

(31,137)

 

(27,465)

Arvedi Metalfer do Brasil

(15,690)

 

(5,524)

Others

6,442

 

 

 

1,192,034

 

743,119

Eliminations

 

 

 

To cost of sales

(50,815)

 

(45,812)

To net revenues

2,805

 

50,261

To finance costs

  

(628,629)

To taxes

16,324

 

212,221

Equity in results

1,160,348

 

331,160

9.d) In Joint ventures and joint operations financial information

 

·SEPETIBA TECON S.A. (“TECON”)

The Container Terminal was created to exploit the terminal no 1 in Itaguaí Port, located in the State of Rio de Janeiro. The terminal is connected to the UPV by the Southeast railroad network.  The Southeast railroad network is the contract object of the concession that has been granted to MRS Logística S. A. The range of services includes the move operation of cargo, storage of containers and steel products, general cargo, cleaning and maintenance.

The Tecon concession was granted on September 3, 1998, this concession allows the exploitation of said terminal for 25 years renewable for the same period.

When the concession expires, it will return to the Union as well as all the rights and privileges transferred to Tecon, along with the ownership of assets and those resulting from investments, declared reversible by the Federal Government for being necessary to the continuity of terminal´s operation. The reversible assets will be indemnified by the Federal Government at the residual value of cost, based on the accounting records of Tecon after deducting depreciation.

·ESTANHO DE RONDÔNIA S.A. (“ERSA”)

Headquartered in the state of Rondônia, the subsidiary operates two units, which are based in the cities of Itapuã do Oeste and Ariquemes. In Itapuã do Oeste is extracted the cassiterite (tin ore) and in Ariquemes is located the casting operation, where the metallic tin is made,  which is the raw material used in UPV for the production of tin plates.

·CIA. METALIC NORDESTE (“Metalic”)

Headquartered in Maracanaú, State of Ceará, its corporate purpose is to manufacture metallic packaging destined basically to the beverage industry. Its production is mainly focused on the north and northeast Brazil market and the production excess is directed to foreign markets.

The Company´s operational unit has two separate production lines: i) cans, its main raw material is steel coated with tin, provided by the parent company and; ii) metal covers, its main raw material is aluminum.

 

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

F-36


·COMPANHIA METALÚRGICA PRADA (“Prada”)

Metal packaging

Prada operates in the field of steel packaging, producing what is best and safest in steel cans, buckets and aerosols. Its supply chain includes the chemical and food segments, providing packaging and printing services to leading companies in the market.

On August 1, 2014 Prada subscribed 10.820.723.155 shares in its subsidiary Companhia Brasileira de Latas ("CBL") that were paid through the capitalization of credits arising from advances for future Capital Increase (AFAC), held by Prada and related CBL amounting to R$108,207.  Due to the increase mentioned, Prada´s participation raised from 59.17% to 95.55% of total share capital of CBL.

As of August 28, 2014 Prada acquired altogether the shares held by minority shareholders of CBL representing 4.45% of the share capital by the amount of $5. Nowadays Prada holds a 100% interest in the share capital CBL.

CBL is also engaged in the manufacture of metal steel packaging for the food and chemical industry, supplying its products to leading companies in the market, thus acting in the same Prada´s business segment.

Additionally, as of 2014 the Companhia de Embalagens (MMSA) has incorporated three metal packaging companies as follows: Empresa de Embalagens Metálicas (LBM Ltda.), Empresa de Embalagens Metálicas (MUD Ltda.) and Empresa de Embalagens Metálicas (MTM do Nordeste).

On November 30, 2015, Prada has incorporated its subsidiary Rimet Empreendimentos Industriais e Comerciais.

Distribution

Prada is a player in the market of processing and distribution regarding flat steel products, with a diversified product line. It provides coils, rolls, strips, blanks, metal sheets, profiles, tubes and tiles, among other products, to the most different industry segments - from automotive to construction. It is also specialized in providing service steel processing, meeting the demand of the all national companies.

·CSN CIMENTOS S.A. (“CSN Cimentos”)

Established in Volta Redonda, state of Rio de Janeiro, the Company is engaged in the manufacture and sale of cement, using as its raw materials the blast furnace slag from the UPV steelwork. CSN Cimentos started its operations on May 14, 2009.

As of March 31, in order to optimize processes and maximize results, focusing on a single organizational structure of all commercial and administrative activities, the Directors of CSN proposed the merger of the subsidiary CSN Cimentos SA. The CSN Cimentos SA. net assets amounted R$1,109,662 in the mentioned date. At the extraordinary general meeting with the shareholders held on April 30, 2015, the merger of CSN Cimentos was approved, with effect from 1 May 2015, and as a result of the transaction, CSN Cimentos was extinguished and CSN assumed all its assets, rights and obligations.

·CSN ENERGIA S.A.

Its main objective is the distribution of the excess electric power generated by CSN and Companies, consortiums or other entities in which CSN holds an interest.

·FTL - FERROVIA TRANSNORDESTINA LOGÍSTICA S.A. (“FTL”)

FTL was created on the purpose of incorporating the spun-off portion of TLSA, the Company holds the concession to operate the railway cargo transportation, the public service is provided in northeastern of Brazil, which includes the railway between the towns of Sao Luis to Fortaleza, Recife Daredevil, Itabaiana Cabedelo, Paula Cavalcante Macau and Propriá Jorge Lins ("Network I").

F-37

 

 

As of April 2015, the CSN subscribed shares by capitalization of advances for future capital increase amounting R$ 45,071, therefore its participation in the share capital of the company increased from 88.41% to 89.79%.

·CONGONHAS MINÉRIOS S.A. (“CONGONHAS”)

Headquartered in Congonhas, Minas Gerais, it is primarily engaged in the production, purchase and sale of iron ore. Congonhas commercializes its products mainly in the overseas market. As mentioned in note 3, from 30 November 2015, the Congonhas has centralized mining operations of CSN, including the establishments of the mine Casa de Pedra, the port TECAR and the participation of 18.63% in MRS. The participation of the CSN in this subsidiary is 87,52%.

·MINERAÇÃO NACIONAL S.A.

Headquartered in Congonhas, Minas Gerais State, the Mineração Nacional is primarily engaged in the production and sale of iron ore. This subsidiary concentrates the assets of mining rights relating to mines Fernandinho, Cayman and Casa de Pedra transferred to this subsidiary in the business combination process described in note 3.

c)Investments in joint9.e) Joint ventures and joint operations financial information

 

The balances of the balance sheets and income statements of joint venture and joint operation are presented as follows and refer to 100% of the companies under joint control are stated below:companies´ profit/loss:    

FS-32

 

12/31/2013

 

12/31/2012

 

11/30/2015

       

12/31/2015

         

12/31/2014

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá
Energética

 

MRS
Logística

 

CBSI

 

CGPAR

 

Joint-Venture

 

 

 

 

 

 

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

Equity interest (%)

 

Nacional Minérios

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

Nacional Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

 

34.94%

 

50.00%

 

56.92%

 

48.75%

 

50.00%

 

60.00%

 

27.27%

 

50.00%

 

62.64%

 

48.75%

 

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

 

456,364

 

671,475

 

3,343

 

75,977

 

36,647

 

10,621

 

5,499,139

 

266,905

 

925

 

511,586

 

31,436

 

27,253

Advances to suppliers

 

115,693

 

6,854

 

289

   

215

 

81

 

250,469

 

13,994

 

98

   

364

 

337

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

 

364,468

 

657,000

 

22,726

 

67,540

 

17,137

 

43,358

 

309,054

 

532,016

 

30,164

 

54,196

 

15,859

 

32,146

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

 

936,525

 

1,335,329

 

26,358

 

143,517

 

53,999

 

54,060

 

6,058,662

 

812,915

 

31,187

 

565,782

 

47,659

 

59,736

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

Advances to suppliers

 

9,310,901

           

9,236,170

          

Other non-current assets

 

136,144

 

533,897

 

139

 

280,718

 

32,880

 

13,087

 

129,504

 

503,849

 

86

 

253,307

 

32,371

 

85

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

 

1,399,713

 

6,191,459

 

4,689

 

7,006,464

 

534,569

 

34,000

 

1,431,643

 

5,867,645

 

6,083

 

5,750,208

 

568,883

 

63,557

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

 

10,846,758

 

6,725,356

 

4,828

 

7,287,182

 

567,449

 

47,087

 

10,797,317

 

6,371,494

 

6,169

 

6,003,515

 

601,254

 

63,642

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

Total Assets

 

11,783,283

 

8,060,685

 

31,186

 

7,430,699

 

621,448

 

101,147

 

16,855,979

 

7,184,409

 

37,356

 

6,569,297

 

648,913

 

123,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                        

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilitiesPassivo circulante

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

42,247

 

 

 

333,796

 

 

 

20,053

 

97,681

 

1,588

 

41,957

 

380,656

 

 

 

13,883

 

4,680

 

844,296

   

167,112

   

10,849

 

368,818

 

382,332

   

187,331

   

25,520

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

 

1,635,993

 

893,883

 

28,794

 

250,440

 

33,667

 

55,281

 

429,345

 

851,850

 

27,718

 

84,594

 

29,986

 

52,744

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

 

1,640,673

 

1,738,179

 

28,794

 

417,552

 

33,667

 

66,130

 

798,163

 

1,234,182

 

27,718

 

271,925

 

29,986

 

78,264

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

339,961

 

 

 

2,566,412

 

 

 

21,664

 

3,479,420

 

335,806

 

 

 

2,253,721

 

 

 

14,814

 

25,307

 

2,772,462

   

4,560,078

   

12,620

 

29,541

 

2,657,635

 

 

4,223,796

   

23,443

Other non-current liabilities

 

86,694

 

1,870

 

390,228

 

10,050

 

18,956

 

201,900

 

19,595

 

5,812

 

301,393

 

9,364

 

 

 

230,859

 

564,407

 

1,389

 

220,001

 

2,170

 

1,193

 

243,231

 

444,379

 

2,674

 

3,172

 

 

 

8,551

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

otal non-current liabilities

 

256,166

 

3,336,869

 

1,389

 

4,780,079

 

2,170

 

13,813

 

272,772

 

3,102,014

 

2,674

 

4,226,968

 

 

 

31,994

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

 

9,886,444

 

2,985,637

 

1,003

 

2,233,068

 

585,611

 

21,204

 

15,785,044

 

2,848,213

 

6,964

 

2,070,404

 

618,927

 

13,120

Total liabilities and shareholders’ equity

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

 

11,783,283

 

8,060,685

 

31,186

 

7,430,699

 

621,448

 

101,147

 

16,855,979

 

7,184,409

 

37,356

 

6,569,297

 

648,913

 

123,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

       

 

   

 

            

 

12/31/2013

 

12/31/2012

 

11/30/2015

         

01/01/2015 a

12/31/2015

           

01/01/2014 a

12/31/2014

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Joint-Venture

 

 

 

 

 

 

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

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

 

Nacional Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

 Logística

 

Itá Energética

 

CGPAR

 

Nacional Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

 Logística

 

Itá Energética

 

CGPAR

59.76%

 

18.64%

 

50.00%

 

56.92%

 

48.75%

 

50.00%

 

60.00%

 

27.27%

 

50.00%

 

62.64%

 

48.75%

 

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

 

751,595

 

3,172,744

 

151,097

   

157,379

 

172,388

 

1,474,633

 

3,063,061

 

161,372

 

14

 

136,565

 

278,855

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

 

(557,504)

 

(2,094,961)

 

(147,186)

 

 

 

(88,683)

 

(132,034)

 

(1,214,196)

 

(2,013,846)

 

(150,411)

 

 

 

(86,751)

 

(234,944)

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

 

194,091

 

1,077,783

 

3,911

   

68,696

 

40,354

 

260,437

 

1,049,215

 

10,961

 

14

 

49,814

 

43,911

Operating (expenses) income

 

-113,212

 

-44,154

 

-277,814

 

-6,399

 

-1,402

 

-315,776

 

-412,091

 

-48,688

 

-262,777

 

-3,807

 

-16

 

(113,533)

 

(371,798)

 

(8,615)

 

(32,863)

 

(50,455)

 

(14,480)

 

(277,648)

 

(282,736)

 

(8,934)

 

(28,459)

 

(46,182)

 

(3,572)

Finance income (costs), net

 

1,621,386

 

1,266

 

-114,637

 

751

 

306

 

-18,843

 

1,329,707

 

-1,745

 

-82,417

 

174

 

29

 

1,996,261

 

(255,003)

 

(1,254)

 

(18,309)

 

2,777

 

(1,713)

 

1,651,891

 

(190,294)

 

69

 

(15,383)

 

2,972

 

(1,309)

Income before income tax and social contribution

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

 

2,076,819

 

450,982

 

(5,958)

 

(51,172)

 

21,018

 

24,161

 

1,634,680

 

576,185

 

2,096

 

(43,828)

 

6,604

 

39,030

Current and deferred income tax and social contribution

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

 

(148,964)

 

(152,994)

 

 

 

(7,041)

 

(7,992)

 

(512,913)

 

(196,792)

 

(946)

   

(2,279)

 

(13,030)

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

                      

Profit / (loss) for the period

 

1,927,855

 

297,988

 

(5,958)

 

(51,172)

 

13,977

 

16,169

 

1,121,767

 

379,393

 

1,150

 

(43,828)

 

4,325

 

26,000

 

(*) 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”)

 

HeadquarteredNamisa, 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.12/31/2015 Namisa was merged into Namisa and,Congonhas Minérios S.A. concluding the transaction with the Asian Consortium, as a result, Posco and BJIOC became the holders of a direct interestdetailed 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.note 3 – Business combination.

 

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-33F-38

 

 

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 createdestablished in July 1996 that was engaged to carry out the construction ofoperate under a shared concession, the Itá hydroelectricHydropower Plant (UHE Itá), with 1,450 MW of installed power, plant:  contracting forlocated on the supply of goodsUruguay River, on the Santa Catarina 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.Rio Grande do Sul state border.

 

·      MRS LOGÍSTICA S.A. (“MRS”)

 

This subsidiary, locatedWith registered offices in the City of Rio de Janeiro, RJ,Janeiro-RJ, this subsidiary is engaged in providing public railroad freight transportation, services, on the basis of an onerous concession, agreement, on the tracksdomain routes of the Southeast Railway System, -Grid of the federal railroad network (Rede Ferroviária Federal S.A. – RFFSA), located betweenin the cities of RioSoutheast (Rio de Janeiro, São Paulo and Belo Horizonte, previously belonging to Rede Ferroviária Federal S.A.- RFFSA, which was privatized on September 20, 1996.

AsHorizonte. The concession has a 30-year term as from December 1, 1996, extendable for an equal term by exclusive decision 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.concession grantor.

 

MRS can alsomay further engage in modalservices involving transportation servicesmodes related to railroad transportation and also participate in projects aimed at expanding the railroad services granted on a concession basis.service concessions granted.

 

For provisionperformance 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 freight railroad freight transportation activities. Upon extinctionAt the end of the concession, all the leased assets willare to be transferred to the ownership of the railroad transportation operator designated inat that same act.time.

 

·In 2014, the Company had a direct equity interest of 27.27% in the capital stock of MRS, as well as an indirect equity interest of 6% therein, together with its joint venture Namisa.

The Company has transferred 8.63% of its direct participation in MRS to Congonhas under the business combination described in note 3.

Owing to the transaction in question, as of December 31, 2015, the Company has a direct equity interest of 18.64% in the capital stock of MRS and an indirect equity interest of 18.63% through its subsidiary Congonhas Minérios, consequently the total participation is 37.27%.

CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

 

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The Igarapava Hydroelectric Power Plant is located in Rioon the Grande River, in the city of Conquista, MG, withand has installed capacity of 210 MW. It consists of 5 bulb typebulb-type generating units and is considered a major mark for power generation in Brazil.units.

 

CSN holds a 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, 20132015 is R$29,41727,084 (R$30,58428,250 as of December 31, 2012)2014) and the amount of the expense in 2013 is2015 amounted to R$6,0245,040 (R$6,6205,302 in 2012)2014).

 

·      CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

 

CSN holds 50% of CBSI's share capital. The investmentCBSI is the result of a joint ventureoperation between CSN and CKLS ServiçosCKTR Brasil Ltda. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services to subsidiaries, associates, controlling companiesCSN and other 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.  

 

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·      CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”)

 

CSN holds 50% of CGPAR's share capital. The investmentCGPAR 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”)

 

ItTLSA is primarily engaged in the public service operation and development of thea railroad freight transportation public servicenetwork in the Brazil’s Northeastern railway system, which encompassesNortheast of Brazil network, comprising the stretches between rail segments Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to EliseuVelha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro toSalgueiro- Porto de Suape, and Missão Velha to PortoVelha-Porto de Pecém sections (“Railway System II”).

During the year 2015, CSN and others shareholders subscribed 3,973,152 shares in TLSA amounting to R$213,834, which R$3,229 from CSN and R$210,605 from others shareholders, consequently at December 31, 2015 CSN held 56.92% of TLSA share capital.  Therefore, due to the transactions described above that caused a participation change of the shareholders in the share capital of TLSA on 2015, the Company recognized a gain of R$2,014, recorded in equity.

9.f) Additional information on indirect participation in abroad operations

·STAHLWERK THÜRINGEN GMBH (“SWT”)

 

AsSWT was formed from the former industrial steel complex of Maxhütte, located in the Germany city of Unterwellenborn, which produces steel shapes used for construction in accordance with international quality standards.

Its main raw material is steel scrap, the Company has an installed production capacity of 1.1 million metric tons steel/year. The SWT is a wholly owned indirect subsidiary of CSN Steel S.L.U, a subsidiary of CSN.

·COMPANHIA SIDERURGICA NACIONAL – LLC (“CSN LLC”)

The CSN LLC has an industrial plant in Terre Haute, Indiana State - USA, where is located the cold rolled and galvanized steel production lines. The LLC assets and liabilities came from the extinct Heartland Steel Inc., Incorporated in 2001. CSN LLC is a wholly owned indirect subsidiary of CSN Americas S.L.U, a subsidiary of CSN.

·LUSOSIDER AÇOS PLANOS S.A. (‘Lusosider’’)

Incorporated in 1996 in succession to Siderurgia Nacional (a company privatized by the Portuguese government that year), Lusosider is the only Portuguese company of the steel industry to produce cold rolled and galvanized anti-corrosion steel. Based in Paio Pires, The Lusosider has an installed capacity of about 550,000 tons / year to produce four large groups of steel products: galvanized sheet, cold rolled sheet, pickled and oiled plate. The products are manufactured by Lusosider and may be used in the packaging industry, construction (pipes and metallic structures) and in home appliance components.

9.g) Other investments

·PANATLÂNTICA S. A. (“Panatlântica”)

Panatlântica is  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 classified as available-for-sale and measured at fair value.

The Company currently holds 11.38% (11.40% as of December 31, 2013 CSN held 77.30%2014) of Transnordestina Logística’sPanatlântica’s total share capital.

 

d)Other investments

·      Usinas Siderúrgicas de Minas GeraisUSINAS SIDERURGICAS DE MINAS GERAIS S.A. – USIMINAS (“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,

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Minas Gerais, and Cubatão, São Paulo, respectively, to bethe final product is sold in the domestic market and  also for exports. Itforeign market. Usiminas 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 asall centers are located in strategic locations strategic for the shipment of its production.

 

On April 9, 2014, the Administrative Council for Economic Defense (CADE - Conselho Administrativo de Defesa Econômica) issued its decision on the matter about the Usiminas shares held by CSN signing a Performance Commitment Agreement), also called TCD, between CADE and CSN. Under the terms of the decision of CADE and TCD, CSN must reduce its interest in USIMINAS and evaluate strategic alternatives with respect to its investment in Usiminas.

As of December 31, 20122015 and 2013,2014, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas'USIMINAS share capital.

 

UsiminasUSIMINAS 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.

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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.Paulo, is engaged in pipe production. As of December 31, 2015 and 2014 CSN held 20.00% of Arvedi’s share capital.

 

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

             

Consolidated

 

Land

 

Buildings

 

Machinery.
equipment
and facilities

 

Furniture
and fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at December 31, 2014

216,458

 

2,432,450

 

10,499,676

 

36,633

 

2,243,967

 

194,956

 

15,624,140

Cost

216,458

 

3,021,437

 

16,791,750

 

167,410

 

2,243,967

 

414,276

 

22,855,298

Accumulated depreciation

  

(588,987)

 

(6,292,074)

 

(130,777)

   

(219,320)

 

(7,231,158)

Balance at December 31, 2014

216,458

 

2,432,450

 

10,499,676

 

36,633

 

2,243,967

 

194,956

 

15,624,140

Exchange rate effect

16,418

 

51,910

 

230,588

 

1,453

 

5,498

 

4,833

 

310,700

Acquisitions

1,841

 

9,710

 

242,656

 

3,292

 

1,914,732

 

10,355

 

2,182,586

Capitalized interest (notes 25 and 31)

        

166,366

   

166,366

Write-offs (note 24)

    

(2,507)

 

(49)

 

(3,827)

 

(83)

 

(6,466)

Depreciation

  

(103,387)

 

(1,005,848)

 

(6,214)

   

(11,573)

 

(1,127,022)

Transfers to other asset categories

22,623

 

95,524

 

880,652

 

81

 

(1,270,903)

 

272,023

  

Transfers to intangible assets

        

(1,852)

   

(1,852)

Business Combination, fair value of assets acquired (nota 3)

6,949

 

215,642

 

266,934

 

3,790

 

146,734

 

67,047

 

707,096

Update of the ARO estimation

          

22,582

 

22,582

Others

  

(5,723)

 

(2,879)

   

(1,329)

 

3,400

 

(6,531)

Balance at December 31, 2015

264,289

 

2,696,126

 

11,109,272

 

38,986

 

3,199,386

 

563,540

 

17,871,599

Cost

264,289

 

3,436,458

 

18,638,117

 

183,086

 

3,199,386

 

811,535

 

26,532,871

Accumulated depreciation

  

(740,332)

 

(7,528,845)

 

(144,100)

   

(247,995)

 

(8,661,272)

Balance at December 30, 2015

264,289

 

2,696,126

 

11,109,272

 

38,986

 

3,199,386

 

563,540

 

17,871,599

 

(*) It refersRefer basically to railway assets such as yards,courtyards, tracks and railway sleepers. Also comprises leasehold improvements, vehicles, hardware, mines, ore deposits, and ore bodies and replacement storeroom supplies.spare part inventories.

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(**)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:

 

 

 

 

 

 

 

 

 

Consolidated

Project description

 

Start date

 

Completion date

 

12/31/2015

 

12/31/2014

Logistics

        

Current investments for maintenance of current operations.

 

 

 

 

 

35,457

 

45,522

     

35,457

 

45,522

Mining 

 

 

 

 

 

 

 

 

Expansion of Casa de Pedra Mine capacity production.

 

2007

 

2016/2017

(1)

709,945

 

462,075

Expansion of TECAR export capacity.

 

2009

 

2020

(2)

390,920

 

332,394

Current investments for maintenance of current operations.

     

302,764

 

60,236

 

 

 

 

 

 

1,403,629

 

854,705

Steel

        

Construction of a long steel plant to produce rebar and machine wire.

 

2008

 

2016

(3)

105,697

 

95,991

Implementation of the AF#3’s gas pressure recovery.

 

2006

 

2015

   

1,140

Expansion of the service center/Mogi.

 

2013

 

2015/2016

(4)

14,950

 

46,993

Current investments for maintenance of current operations.

     

375,579

 

159,499

 

 

 

 

 

 

496,226

 

303,623

Cement

        

Construction of cement plants.

 

2011

 

2016

(5)

1,254,897

 

1,030,938

Current investments for maintenance of current operations.

     

9,177

 

9,179

 

 

 

 

 

 

1,264,074

 

1,040,117

 

 

 

 

 

 

3,199,386

 

2,243,967

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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 stagesCentral Plant Stage 1;

(2)Estimated date for the completion of the 60 mtpa phase;

(3)Refers to advance for construction of two new plants, which were converted in the third quarter of 2015 to a supply contract of equipment for using in steelmaking operation.  

(4)Expected date for completion of the 45 Mtpa and 60 Mtpa stagesService Center/Mogi;

(3)  Started in January 2014.

The costs classified in construction in progress comprise basically the acquisition(5)Expected date for completion 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.Arcos/Minas Gerais unit.

 

In view2015 the management conducted a review of the need to review the useful lives at least every financial year, in 2013 management performed the review for all the Company’sCompany's units. As a result,Therefore, the estimated useful lives for the current year are as follows:

 

Buildings

43

Machinery, equipment and facilities

14

Furniture and fixtures

11

Other

26

   

Consolidated

In Years

12/31/2015

 

12/31/2014

Buildings

43

 

43

Machinery, equipment and facilities

18

 

18

Furniture and fixtures

11

 

10

Other (*)

14

 

29

 

(*) In 2015, after review, the assets of locomotives, wagons and above structure, which were which were on average depreciated over 29 years and inserted into other, were reclassified to the class Buildings and Machinery, equipment and facilities.

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a)10.a) Depreciation and amortization expense:

Additions to depreciation, amortization and depletion for the period were distributed as follows:

   

Consolidated

 

12/31/2015

 

12/31/2014

Production costs

1,112,538

 

1,222,302

Sales expenses

9,358

 

9,066

General and Administrative Expenses

13,876

 

13,763

 

1,135,772

 

1,245,131

Other operating expenses (*)

41,068

 

36,354

 

1,176,840

 

1,281,485

(*) Refers to the depreciation of unused equipment and intangible assets amortization, see note 23.

10.b) Capitalized Interest

As of December 31, 2013,2015, the Company capitalized borrowing costs amounting to R$490,747 (R$401,827 as166,366 (as of December 31, 2012)2014, R$ 165,789). These costs are basically estimated for the cement, mining and long steel projects, mainly relating to:(i) 

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table of contents

new integrated cement plant, (ii) Casa de Pedra expansion (ii)(iii); construction of the long steel mill in the city ofVolta Redonda (RJ), see notes 25 and 32.31.

 

The rates used to capitalize borrowing costs are as follows:

    

Rates

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

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%

11,35%

 

10.03%

 

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

 

 Consolidated 
 

Goodw ill 

 Customer

 relationships

Software 

Trademarks

and

patents

 Rights and

licenses

Others 

Total 

Balance at December 31, 2014 407,434 347,115 79,867 109,052  185 943,653 
Cost 666,768 415,964 153,080 109,052  185 1,345,049 
Accumulated amortization (150,004) (68,849) (73,213)    (292,066) 
Adjustment for accumulated recoverable value (109,330)      (109,330) 
Balance at December 31, 2014 407,434 347,115 79,867 109,052  185 943,653 
Effect of foreign exchange differences  104,136 191 34,584  60 138,971 
Acquisitions and expenditures   1,234  78 150 1,462 
Business combination, fair value of assets e        
goodw ill (nota 3b) 3,691,031 1,531 3,437  726,390  4,422,389 
Transfer of property. Plant and equipment   930  922  1,852 
Amortization  (39,395) (10,423)    (49,818) 
Balance at December 31, 2015 4,098,465 413,387 75,236 143,636 727,390 395 5,458,509 
Cost 4,357,799 549,413 173,154 143,636 727,390 395 5,951,787 
Accumulated amortization (150,004) (136,026) (97,918)    (383,948) 
Adjustment for accumulated recoverable value (109,330)      (109,330) 
Balance at December 31, 2015 4,098,465 413,387 75,236 143,636 727,390 395 5,458,509 

As a result, the estimated useful lives for the current year are as follows:

 

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

   

Consolidated

 

12/31/2015

 

12/31/2014

Software

5

 

5

Customer relationships

13

 

13

FS-38F-43

 

Impairment testing

(*) 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 lifegoodwill arising from expectations for future profitability of software is 01 to 05 yearsthe companies acquired and of otherthe 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 isindefinite useful lives (trademarks) have been allocated to CSN’s operatingthe operational divisions that(cash-generating units) of CSN, which represent the lowest level of assets or group of assets. When a CGU has an intangible asset with indefinite useful life allocated, the Company performs an impairment test. The CGU with intangible assets at which goodwill is monitored by the Company's senior management, never above Operating Segments.in this situation are as follows:

 

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

  
              

Consolidated

    

Goodwill

 

Brands

 

Total

Cash generating unity

 

Segment

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Packaging (*)

 

Steel

 

158,748

 

158,748

     

158,748

 

158,748

Flat steel (**)

 

Steel

 

13,091

 

13,091

     

13,091

 

13,091

Long steel (***)

 

Steel

 

235,595

 

235,595

 

143,636

 

109,052

 

379,231

 

344,647

Mining (****)

 

Mining

 

3,691,031

       

3,691,031

  
    

4,098,465

 

407,434

 

143,636

 

109,052

 

4,242,101

 

516,486

 

(*) The goodwill of the Packaging cash-generating unit is shown net of impairment loss in the amount of R$109,330.

(**) Goodwill of flat steel is allocated to the steel operation CSN, considering the operation of the Presidente Vargas Steelworks and other assets involved in other product processing steps until its sale to the customer.

(***) The goodwill and trademark that are recorded in line item intangible assets at long steel segment, those transactions are derived from the business combination of Stahlwerk Thuringen GmbH ("SWT") and Gallardo Sections CSN. The assets mentioned are considered to have indefinite useful lives as they are expected to contribute indefinitely to the Company's cash flows.

(****) Refers to the goodwill based on expectations for future profitability, resulting from the acquisition of Namisa by Congonhas Minério, an operation that was concluded in December 2015. As from 2016, the balance will be tested annually for impairment. See further details relating to calculation of the goodwill in note 3 – Business Combination.

The impairment testing of the goodwill and the trademark include the balance of property, plant and equipment of the cash-generating unit (CGU) Steel Containersunits and also the intangible. The test 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. Thecomparison between the actual balances and the value in use of those units, determining based on the projections of discounted cash flows and use of such assumptions and judgements as: revenue growth rate, does not exceedcosts and expenses, discount rate, working capital, future Capex investment and macroeconomic assumptions observable in the average long-term growth rate of the industry in which the Cash-Generating Unit (“CGU”) operates.market.

 

The main assumptions used in calculating the valuestest were as follows:

Segment

 

Real Discount Rate

 

Revenue Growth Rate

Long steel (*)

 

7.90%

 

3.53%

Metal packaging

 

9.39%

 

6.07%

(*) The assets tested are located in use asGermany. The discount rate is calculated in Euro and the growth rate is the expectation for the region of Europe, the market in which this CGU generates cash flows.

Based on the analyses conducted by Management, was not necessary to record losses by impairment to those assets in the year ended on December 31, 2013 are as follows:2015.

 

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-39F-44

 

12.  BORROWINGS, FINANCING AND DEBENTURES

 

TheAs December 31, 2015 the balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

 

 

Rates p.a. (%)

Current liabilities

Non-current liabilities

Consolidated

 

12/31/2013

12/31/2012

12/31/2013

12/31/2012

Rates p.a. (%)

Current liabilities

 

Non-current liabilities

FOREIGN CURRENCY

 

 

 

Rates p.a. (%)

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

FOREIGNCURRENCY

 

 

 

 

 

 

 

Prepayment

 

1% to 3.50%

105,874

162,290

1,166,615

1,104,271

1% to 3.5%

207,657

 

346,719

 

2,633,137

 

2,338,327

Prepayment

 

3.51% to 7.50%

207,331

8,954

1,276,717

878,705

3.51% to 8%

286,487

 

12,411

 

3,429,716

 

1,713,249

Perpetual bonds

 

7.00%

3,189

2,781

2,342,600

2,043,500

7%

5,315

 

3,615

 

3,904,800

 

2,656,200

Fixed rate notes

 

4.14 to 10%

156,868

1,265,330

5,505,110

4,802,225

4.14% to 10%

175,768

 

1,236,634

 

6,910,992

 

4,996,352

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%

 

Forfaiting

1.25% to 3.28%

288,772

 

414,442

    

Other

 

3.51% to 7.50% + 1.2%

49,306

9,860

442,843

409,337

1.2% to 8%

115,594

 

51,634

 

425,635

 

387,240

  

534,924

1,488,423

10,733,885

9,248,793

 

1,079,593

 

2,065,455

 

17,304,280

 

12,091,368

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

1,3% + TJLP and fixed rate 2.5% to 6% + 1,5%

55,435

 

85,373

 

1,018,189

 

965,849

Debentures

 

105.8% to 110.8% CDI and TJLP + 0.85%

846,387

128,239

1,932,500

4,436,892

110.8% to 113.7% of CDI

60,670

 

847,411

 

1,750,000

 

1,550,000

Prepayment

 

106.5% to 110,79% CDI and 8% fixed rate

101,330

163,812

5,345,000

4,800,000

109.5% to 116.5% of CDI and fixed rate of 8%

522,418

 

118,870

 

5,200,000

 

5,345,000

CCB

 

112.5% CDI

1,085,436

62,072

6,200,000

7,200,000

112.5% and 113% of CDI

92,976

 

101,841

 

7,200,000

 

7,200,499

Intercompany

 

110.79% CDI

 

Drawee risk

 

84,063

 

56,237

    

Other

 

 

8,527

10,983

15,505

16,581

 

6,229

 

9,422

 

12,107

 

11,549

  

2,138,724

711,729

14,455,689

17,988,728

 

821,791

 

1,219,154

 

15,180,296

 

15,072,897

Total borrowings and financing

Total borrowings and financing

2,673,648

2,200,152

25,189,574

27,237,521

Total borrowings and financing

1,901,384

 

3,284,609

 

32,484,576

 

27,164,265

Transaction costs and issue premiums

Transaction costs and issue premiums

-30,841

-31,030

-85,951

-101,939

Transaction costs and issue premiums

(26,703)

 

(23,406)

 

(76,742)

 

(71,410)

Total borrowings and financing + transaction costs

Total borrowings and financing + transaction costs

2,642,807

2,169,122

25,103,623

27,135,582

Total borrowings and financing + transaction costs

1,874,681

 

3,261,203

 

32,407,834

 

27,092,855

 

The balances of prepaid intercompany borrowings totalforfaiting and drawee risk operations totaled R$2,943,964 as of 372,835 at December 31, 2013 (R$2,339,776 as of2015 (R $ 470,679 at December 31, 2012) and the balances of Fixed Rate Notes and Intercompany Bonds total R$2,452,956 (R$3,545,340 as of December 31, 2012)2014), see note 19.

·Funding transaction costsNote 2aa.

 

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

·      Maturities of borrowings, financing and debentures presented in non-current liabilities

 

As of December 31, 2013,2015, the inflation-adjusted principal of long-term borrowings, financing and debentures by maturity year is as follows:

 

 

 

 

 

 

Consolidated

2015

 

3,181,503

 

13%

2016

 

3,210,020

 

13%

2017

 

3,628,773

 

14%

 

1,458,605

 

4%

2018

 

3,997,706

 

16%

 

5,779,525

 

18%

2019

 

3,813,514

 

15%

 

7,870,087

 

24%

After 2019

 

5,015,458

 

19%

2020

 

8,483,766

 

26%

2021

 

2,320,721

 

7%

After 2021

 

2,667,072

 

8%

Perpetual bonds

 

2,342,600

 

10%

Perpetual bonds

3,904,800

 

13%

 

25,189,574

 

100%

 

32,484,576

 

100%

 

·      AmortizationsDebt renegotiation

In September 2015, the Company completed the lengthening of part of its debts with Caixa Economica Federal amounting to R$ 2,570,000, and with Banco do Brasil SA, amounting to R$ 2,208,000, changing the maturities scheduled for the years 2016 and 2017 for the period between 2018 and 2022, in installments equally distributed.

F-45


·Amortization and new borrowings, financing and debentures

 

The table below shows the amortizations and new funding intransactions and redemption during 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

    

Consolidated

 

 

12/31/2015

 

12/31/2014

Opening balance

 

30,354,058

 

27,788,695

Funding transactions

 

978,206

 

1,907,479

Forfaiting funding / Drawee Risk

 

924,706

 

641,430

Repayment

 

(2,850,077)

 

(1,460,478)

Charges – payments

 

(1,146,306)

 

(276,754)

Forfaiting payments

 

(2,957,762)

 

(2,401,241)

Forfaiting charges

 

(7,064)

 

(2,078)

Provision of charges

 

3,052,164

 

2,524,849

Provision charges Forfaiting / Drawee Risk

 

2,032

 

 

Other(1)

 

5,932,558

 

1,632,156

Closing balance

 

34,282,515

 

30,354,058

 

(*)(1) Includes interests, unrealized foreign exchange and inflation adjustments.monetary gains and losses.

 

In December 2013,2015 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 principalGroup captures 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 themamortizing loans as of December 31, 2013.shown below:

 

·      Debentures Funding

 

i. Companhia Siderúrgica Nacional

Transaction

Financial institution

Date

Amount

Maturity

Promissory note

Banco do Brasil

March 2015

100,000

July 2015

Export Credit Note

Banco do Brasil

January 2015

200,000

December 2017

8th Issue of Debentures

Banco do Brasil

January 2015

100,000

January 2022

9th Issue of Debentures

Banco do Brasil

July 2015

100,000

March 2022

Pre - Export Payment

Caterpillar

April 2015

208,563

March 2020

Pre - Export Payment

Caterpillar

July 2015

260,375

March 2020

Other

9,268

Total

978,206

·Amortization

 

 

Payment of principal

 

Debt charges

Fixed Rate Notes

 

1,048,880

 

729,992

Debentures

 

782,500

 

274,431

Bank Credit Bill

 

 

 

1,031,735

Export Credit Note

   

695,291

Advance Cambial Agreement

 

52,839

 

1,434

Pre - Export Payment

 

387,651

 

191,481

Promissory note

 

100,000

 

3,620

BNDES/FINAME

 

48,656

 

28,540

Pre - Debt Payment

 

416,269

 

 

Others

 

13,282

 

1,238

Total

 

2,850,077

 

2,957,762

 

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-41F-46

 

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, itThe Company also carries outenters into derivative 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 ofusing Brazil’s money market and mercantile and futures exchange quotations. The amounts recordedrecognized in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months. Considering the maturities and featurescharacteristics 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

 
 12/31/2015 12/31/2014 
 Consolidated

Notes 

 Availablefor sale

Fair valuethrough

profit or loss

 Loans andreceivables - effective

interest rate

Otherliabilities -  amortizedcost method

Balances 

Available  for sale

 Fair valuethrough profit orloss

Loans and

receivables -

 effective 

interest rate 

Other

liabilities -

amortized

cost

method

 Ajusted Balances

Assets 

 

 

 

 

 

 

 

 

 

 

Current 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents 

4 

 

 

7,861,052 

 

7,861,052 

 

 

8,686,021 

8,686,021 

Short-term investments - margin deposit 

5 

 

 

763,599 

 

763,599 

 

 

 

 

Trade receivables 

6 

 

 

1,500,812 

 

1,500,812 

 

 

1,650,967 

1,650,967 

Derivative financial instruments 

8 

 

118,592 

 

 

118,592 

 

174,611 

 

174,611 

Trading securities 

8 

 

10,778 

 

 

10,778 

 

13,798 

 

13,798 

Loans - related parties 

8 

 

 

 

 

 

 

 

517,493 

 

517,493 

Total 

 

 

129,370 

10,125,463 

 

10,254,833 

 

188,409 

10,854,481 

11,042,890 

 
Non-current            
Other trade receivables 8   6,877  6,877   1,347 1,347 
Investments 9 471,674    471,674 1,441,032    1,441,032 
Short-term investments         34,874  34,874 
Loans - related parties 8   373,214  373,214    117,357    117,357 
Total  471,674  380,091  851,765 1,441,032   153,578   1,594,610 
Total assets  471,674 129,370 10,505,554  11,106,598 1,441,032 188,409 11,008,059   12,637,500 
 
Liabilities           
Current           
Borrow ings and financing 12    1,901,384 1,901,384   3,284,6093,284,609 
Derivative financial instruments 14  26,257   26,257  65  65 
Trade payables     1,293,008 1,293,008   1,167,8261,167,826 
Dividends and interest on capital      464,982 464,982      277,097277,097 
Total   26,257  3,659,374 3,685,631  65  4,729,5324,729,597 
 
Non-current           
Borrow ings and financing 12    32,484,576 32,484,576   27,164,26527,164,265 
Derivative financial instruments 14  -     21,301     21,301 
Total   -  32,484,576 32,484,576  21,301  27,164,26527,185,566 
 
Total liabilities   26,257   36,143,950 36,170,207   21,366  31,893,79731,915,163 

 

·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.

F-47

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 fairFair value of assets.measurement

 

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

 

    

12/31/2015

     

12/31/2014

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Level 1

 

Level 2

 

Balances

 

Level 1

 

Level 2

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Current assets

                            

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Derivative financial instruments

   

9,681

   

9,681

   

239,266

   

239,266

   

118,592

 

118,592

   

174,611

 

174,611

Trading securities

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

10,778

   

10,778

 

13,798

   

13,798

Non-current assets

                            

Available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Investments

 

2,405,174

     

2,405,174

 

2,336,137

     

2,336,137

 

471,674

   

471,674

 

1,441,032

   

1,441,032

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

 

482,452

 

118,592

 

601,044

 

1,454,830

 

174,611

 

1,629,441

                

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Current liabilities

                            

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Derivative financial instruments

   

6,822

   

6,822

   

244,333

   

244,333

   

26,257

 

26,257

   

65

 

65

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Financial liabilities at fair value through profit or loss

                            

Derivative financial instruments

 

 

 

17,375

 

 

 

17,375

 

 

 

 

 

 

 

 

 

        

21,301

 

21,301

Total liabilities

 

 

 

24,197

 

 

 

24,197

 

 

 

244,333

 

 

 

244,333

   

26,257

 

26,257

   

21,366

 

21,366

 

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Includes observable inputs in market such as interest rates, exchange etc., but not prices traded in active markets.

There are no assets and liabilities classified as level 3.

II – Investments in financial instruments classified as available for saleavailable-for-sale and measured at fair value through OCI  

 

These consistConsist mainly of investments in shares acquired in Brazil involving companies considered as top ranked companies,by the Company, which are recognized in non-currentnoncurrent 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.

 

ImpairmentPotential impairment of available-for-sale financial assets classified as available for sale

Potential impairment of available-for-sale financial assets

 

The Company has investments in common (USIM3) and preferred (USIM5) shares of Usiminas (“Usiminas Shares”), designated as available-for-sale financial assets as they doassets. The Company adopts this designation because the nature of the investment is not meet the criteria to be classified withincomprised in 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 underin line item “investments” and is carried at fair value based on the quoted price on the stock exchange (BM&FBOVESPA). According to the Company's policy, the gains and losses arising from changes in the price of shares are recorded directly in equity, as other comprehensive income.

 

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 valuationThe Company's accounting policy requires judgment based on CSN’s policy, prepared according to practices used in the domestic and international markets, and consists of an instrument by instrumenta quarterly analysis based on quantitative and qualitative information available in the market from the time anmoment the instrument showsdemonstrates a drop of more than 20% or more in itsof their market value or

from the time there is a significant drop in its market value as compared to itstheir acquisition price duringcost for more than twelve12 months.

Based on If the qualitative and quantitative elements, management concluded, in its best judgment,Company concludes that there was evidence of a significant impairmentdrop in the price of the investment ininstrument, an impairment loss must be recognized. In 2012,considering the price of Usiminas shares ason the BM&FBovespa, was recorded the first impairment loss on that shares. According to this policy, whenever the share price reached a level lower than the last record impairment, the Company should record further losses, redefining the new minimum threshold value 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.shares.

 

F-48

FS-43

 

 

In December 2012the year 2015 there was an additional recognitiona reduction in the price of R$264,441 related to deferred taxes on accumulated losses duethe shares to the annual analysislevel of the effectivelast recorded loss, therefore, the Company recorded the new losses to the income taxstatement in the amount of R$ 555,298,  in line item other operating expenses and social contribution rate that took into considerationconstituted the temporary differences generated by this investment in CSN subsidiaries resulting from the reclassificationtotal of accumulated losses.R$ 33,269 as deferred taxes.

 

AsThe market value of June 30, 2013, therethe shares was an additional declinelower than the base price of the last impairment, as follows:

Class of shares

 

Quantity

 

Stock Exchange Market price(BM&FBovespa)

  

Share Market Price of last impairment recorded in 2014

 

03/31/2015

 

06/30/2015

 

09/30/2015

 

12/31/2015

Common

 

71,390,300

 

6.64

 

 

 

 

 

 

 

4.02

Preferred

 

105,215,700

 

5.05

 

4.97

 

4.12

 

3.35

 

1.55

 

 

176,606,000

 

 

 

 

 

 

 

 

 

 

The change in the quotationcarrying amount of Usiminas is presented below:

  12/31/2014 12/31/2015 Market Variation as of 2015 
   
 Class of shares

 Quantity

Share

 price

Closing

 Balance

Share

price

Closing

Balance

Share

price

Closing

Balance

Common 71,390,300 12.30 878,101 4.02 286,989 (8.28) (591,112) 
Preferred 105,215,700 5.05 531,339 1.55 163,084 (3.50) (368,255) 
 176,606,000  1,409,440  450,073  (959,367) 

The negative variation in 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 quotationprice of shares on 2015 amounting to R$959,367 were recognized in other comprehensive income.income, offsetting the gain that was recorded as of December 31, 2014 amounting to R$ 404,069. Subsequently, the loss of R$555,298 was recoded in profit/loss, in line item other operating expenses. In addition, refer to reconciliation below:

Class of shares

 

Quantity

 

Share price basis for impairment

 

Accounting balance basis for impairment

 

Impairment Loss

  

2014

 

2015

 

2014

 

2015

 

2015

Common

 

71,390,300

 

6.64

 

4.02

 

474,032

 

286,989

 

(187,043)

Preferred

 

105,215,700

 

5.05

 

1.55

 

531,339

 

163,084

 

(368,255)

 

 

176,606,000

     

1,005,371

 

450,073

 

(555,298)

·Share market price risks

 

The Company continuesis exposed to evaluate strategic alternatives with respectthe risk of changes in share prices due to itsthe investments made and classified as available-for-sale.

According to the Company’s accounting policies, any negative changes in the investment in Usiminas. These initiatives can, for example, affect the way an investment is recordedUsiminas considered significant (impairment) are recognized 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, and positive changes are recognized in current and non-current assets and liabilities, and any gains and possible losses are recognized as financecomprehensive income or finance costs, respectively.until the investment is realized.

 

The amounts areAs of December 2015, the amount 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 valuescomprehensive income for investments available for sale, net of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.taxes is R$(73).

F-49


 

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

IVIII - 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’ hedgehedging 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.

 

·13.a) Foreign exchange and interest rate riskrisks

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

·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 calculationExchange rate risk

 The exposure arises from the existence of exchange exposure that occurs by analyzing assets and liabilities exposed to foreigngenerated in US dollars or Euro and is denominated natural currency underexposure. Net exposure is the following terms: (i) trade receivables and payables in foreign currency; (ii) cash and cash equivalents and debts in foreignresult of offsetting the natural 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 theby hedging strategy;

·carrying out derivative hedging transactions only with leading banks, diluting the credit risk through diversification among these banks;

·Foreign exchange exposureinstruments adopted by CSN.

 

The consolidated net exposure as of December 31, 20132015 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

 

 

 

 

12/31/2015

Foreign Exchange Exposure

 

(Amounts in

 US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

1,625,202

 

5,197

Trade receivables

 

169,511

 

7,258

Other assets

 

57

 

20,743

Total assets

 

1,794,770

 

33,198

Borrowings and financing

 

(4,569,415)

 

(121,989)

Trade payables

 

(20,195)

 

(4,944)

Other liabilities

 

(25,005)

 

(92,363)

Total liabilities

 

(4,614,615)

 

(219,296)

Foreign exchange exposure

 

(2,819,845)

 

(186,098)

Notional amount of derivatives contracted, net

1,435,000

  

Cash flow hedge accounting

 

1,557,667

  

Net Investment hedge accounting

   

120,000

Net foreign exchange exposure

172,822

 

(66,098)

 

·          Classification ofInterest rate risk

Risk arises from short and long term liabilities with fixed or post fixed interest rates and inflation rates.

Item 13 b) shows the derivatives in the balance sheet and statement of incomehedging strategies to protect exchange and interest rates risks.

 

 

FS-46F-50

 


 

table13.b) Hedging instruments: derivatives and hedge accounting

CSN uses several instruments for protection of contentsforeign currency risk and interest rate risk, as shown in the following topics:

·Portfolio of derivative financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 positionsForward exchange rate contracts

As part of the swap transactions were settled on December 12, 2013, together with its guarantee deposit.

Dollar-to-CDIhedging strategy of natural exposure to dollar, CSN contracts foreign exchange swap

derivative instruments. As of December 31, 20132015 the Company held in its portfolio forward dollar contracts traded at BM&F Bovespa which totaled the notional amount of US$ 1.435 billion.

These contracts consist in negotiating the exchange rate of Reais to US dollar, for prompt delivery, contracted under Resolution 1.690/90 of the National Monetary Council (CMN) in standard contracts established by BM&F Bovespa. CSN determines the required volume of currency to be purchased in accordance with its foreign exchange management strategy and negotiates a shortsufficient volume of contracts to achieve this financial volume.

The maturity of the portfolio always occurs on the first business day of the contract´s maturity month, being renewable every 30 days, in average. The contract settlement is exclusively financial, on the due date and occurs daily until the maturity. The position held by the Company is set at the end of each session based on the difference of the day's settlement price (D0) compared to the previous day price (D-1), and is settled on the following day (D+1), according to the rules of BM&F.

 For as much as the Company maintains contracts traded on the BM&F Bovespa, it is required by the clearing house a guarantee margin to cover those commitments in these contracts, which is only a percentage of the contract´s total amount. CSN maintains securities linked to this guarantee margin, consisting mainly of government bonds, which will be redeemed after the end position. The amounts of these investments are described in Note 5.

F-51


The contracts on the BM&F Bovespa have been carried out to replace the 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 (Noncontracts (NDF - Non Deliverable Forward) transactions fortraded in over 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.counter markets.

Dollar x Euro swap

US dollar-to-Euro exchange swap

 

The subsidiary Lusosider carries outhas derivative transactions with derivatives to hedgeprotect its dollar exposure against the euro-dollar fluctuation.versus euro.

 

US dollar-to-Euro exchangeFixed rate-to-CDI swap (NDF)

 

In additionThe purpose of this transaction is to peg obligations subject to a fixed rate to interest rates based on the swaps above, the Company also contracted NDFs (non-deliverable forwards) to hedge its euro-denominated assets.average rate of interbank deposits of one day (CDI), calculated and disclosed by CETIP. Basically, the Company contracted financial derivativesswaps for its euro-denominated assets, whereobligations indexed to fixed rates, in which it will receive the difference between the US dollar exchange rate change for the period, multiplied byreceives interest on the notional amount (long position) and paypays a 100% of the difference between the exchange rate change in euro for the periodcertificate of deposit interbank - CDI (pre-fixed rate) on the notional euro amount onof 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

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 contractsthis contract are directly related to fluctuations in exchange rates (US$) and interest rates (LIBOR and CDI).CDI fluctuations. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution.

 

InterestCDI-to-Fixed rate swap transactions (Fixed rate to CDI)

 

ItsThe purpose of this transaction is to peg obligations subject to a post-fixed rate (CDI) to a fixed rate to the fluctuation of the average interest rate of the one-day interbank deposits (CDI), calculated and disclosed by CETIP.rate. Basically, the Company carried outcontracted swaps offor its obligations indexed to the fixed rate,CDI, in which it receives interest on the notional amount (long position) and pays 100% of the CDIa pre-fixed rate 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.fluctuations. 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.institution.

 

Classification of the derivatives in the balance sheet and statement of income

 12/31/2015 
Designation AssetsLiabilitiesImpact on
Date Current Non-current Total Current Non-current Total shareholders’
Dollar - to-CDI swap       (18) 
Dollar- to- real swap (NDF)       785,702 
Forward dollar 110,075  110,075    25,381 
Dollar- to- euro swap (NDF)       39,668 
Dollar - to- euro swap 7,647  7,647    (4,405) 
Fixed rate- to- CDI swap    26,257  26,257 (4,956) 
CDI -to- fixed rate swap 870  870    870 
 118,592  118,592 26,257  26,257 842,242 
 
       12/31/2014 
Designation  Assets   Liabilities  Impact on 
Date Current Non-current Total Current Non-current Total shareholders’ 
Dollar - to-CDI swap 5,346  5,346    (12,735) 
Dollar- to- real swap (NDF) 153,316  153,316 65  65 213,602 
Dollar- to- euro swap (NDF) 6,722  6,722    33,397 
Dollar - to- euro swap 9,227  9,227    8,605 
Fixed rate- to- CDI swap       (943) 
CDI -to- fixed rate swap     21,301 21,301 (3,926) 
 174,611 - 174,611 65 21,301 21,366 238,000 

·      Hedge accounting – cash flow

Beginning November 1, 2014, the Company formally designated cash flow hedging relationships to protect highly probable future cash flows against US dollar fluctuations.

In order to better reflect the accounting impacts of this foreign exchange hedging strategy on its profit, CSN designated part of its US dollar-denominated liabilities as a hedging instrument of its future exports. As a result, foreign exchange differences arising on translating the designated liabilities will be temporarily recognized in shareholders’ equity and allocated to profit or loss when such exports are carried out, which will allow recognizing the US dollar impact on liabilities and exports concurrently. Note that adopting hedge accounting does not entail contracting any financial instrument. As ofDecember 31, 2015 the Company designated for hedge accounting US$1,558 million in exports to be carried out between October, 2016 and October, 2022.

F-52


To support these designated amounts, the Company prepared formal documentation indicating how hedging is aligned with the goal and strategy of CSN’s Risk Management Policy by identifying the hedging instruments used, the hedging purpose, the nature of the hedged risk, and showing the expected high effectiveness of the designated relationships. The designated debt instruments total an amount equivalent to the portion of future exports. Thus, the exchange differences on translating the instrument and the hedged item are similar. According to the Company’s accounting policy, continuous assessments of the prospective and retrospective effectiveness must be carried out by comparing the designated amounts with the expected amounts, approved in Management’s budgets, and the actual export amounts.

Through hedge accounting, the exchange gains and losses of the debt instruments do not immediately affect the Company’s profit or loss except to the extent that exports are carried out.

The table below shows a summary of the hedging relationships as of December 31, 2015:

 

(1)During the third quarter 2015, we reviewed the future export projections and identified that the amount of US$ 9 million designated previously were not highly probable. According to internal policy, the hedge relationship was discontinued prospectively, since the resume of exports in future periods is possible.

(2)On October, 2015 was settled the portion of debt designated as a hedge instrument. Therefore, we revert to the profit/loss the accumulated exchange rate variation related this installment.

In the hedging relationships described above, the amounts of the debt instruments were fully designated for equivalent iron ore export portions.

F-53


The movements in the hedge accounting amounts recognized in shareholders’ equity as of December 31, 2015 are as follows:

 

12/31/2014

 

Addition

 

Reversal

 

12/31/2015

Cash flow hedge accounting

120,633

 

1,410,896

 

(11,439)

 

1,520,090

Income tax and social contribution on cash flow hedge accounting

(41,015)

 

(479,705)

 

3,889

 

(516,831)

Not recorded Income tax and social contribution on cash flow hedge accounting

  

357,951

   

357,951

Fair value of cash flow hedge, net of taxes

79,618

 

1,289,142

 

(7,550)

 

1,361,210

As of December 31, 2015 the hedging relationships established by the Company were effective, according to the prospective tests conducted. Thus, no reversal for hedge accounting ineffectiveness was recognized.

·Hedge of net investment in foreign subsidiaries

CSN has natural foreign exchange exposure in euros arising significantly from loan made by a subsidiary abroad with functional currency in Reais, for the acquisition of investments abroad whose functional currency is Euro. Such exposure arises from converting the balance sheets of these subsidiaries for consolidation in CSN, and the exchange rate of the loans affected the income statement in the financial result item and exchange variation of the net assets of the foreign operation directly affected the equity in other comprehensive income.

As from 1 September 2015 CSN began to adopt hedge of net investment to eliminate exposure in order to cover future fluctuations of the euro on such loans. Non-derivative financial liabilities have been designated represented by loan agreements with financial institutions in the amount of € 120 million. The carrying amounts as of December 31, 2015 are:

            

12/31/2015

Designation Date

 

Hedging Instrument

 

Hedged Item

 

Type of Hedged Risk

 

Exchange Rate on designation

 

Designated amounts (EUR'000)

 

Impact on shareholders' equity

09/01/2015

 

Non-derivative financial
liabilities in EUR – Debt contract

 

Investments in subsidiaries which
EUR is the functional currency

 

Foreign exchange -
R$ vs. EUR spot rate

 

4.0825

 

120,000

 

(20,148)

Total

 

 

 

 

 

 

 

 

 

120,000

 

(20,148)

Changes in amounts related to hedge of net investment recorded in equity as of December 31 2015 is presented below:

 

12/31/2014

 

Addition

 

Reversal

 

12/31/2015

Net investment hedge in foreign operations

 

 

20,148

 

 

 

20,148

Fair value of net investment hedge in foreign operations

 

 

20,148

 

 

 

20,148

On December 31, 2015 hedge relationships established by the Company found to be effective, according to prospective tests. Therefore, no reversal by ineffectiveness of the hedge was recorded.

13.c) Sensitivity analysis

We present below the sensitivity analysis for currency risk and interest rate.

·Sensitivity analysis of exchange rate swapsDerivative Financial Instruments and consolidated Foreign Exchange Exposure

 

The Company considered scenarios 1 and 2 as 25% and 50% of appreciationdeterioration for volatility of the currency, using as reference the closing exchange rate as of December 31, 2013 for dollar-to-real exchange swap R$2.3426,2015.

The currencies used in the sensitivity analysis and for dollar-to-euro exchange swap R$1.3773.its scenarios are shown below:

 

          

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

F-54


        

12/31/2015

Currency

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

USD

 

3.9048

 

3.9116

 

4.8810

 

5.8572

EUR

 

4.2504

 

4.2359

 

5.3130

 

6.3756

USD x EUR

 

1.0887

 

1.0856

 

1.3609

 

1.6331

      

12/31/2015

Interest

 

Interest rate

 

Scenario 1

 

Scenario 2

CDI

 

14.14%

 

18.87%

 

22.64%

 

(*) The sensitivity analysis is basedeffects on income statement, considering both scenarios are shown below:

  

 

 

 

 

 

 

 

 

 

12/31/2015

Instruments

 

Notional
amount

 

Risk

 

Probable
scenario (*)

 

Scenario 1

 

Scenario 2

 

 

 

 

 

 

 

 

 

 

 

Future dólar

 

1,435,000

 

Dólar

 

9,758

 

1,400,847

 

2,801,694

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting of exports

 

1,557,667

 

Dólar

 

10,592

 

1,520,595

 

3,041,190

 

 

 

 

 

 

 

 

 

 

 

Currency position

 

(2,819,845)

 

Dólar

 

(19,175)

 

(2,752,733)

 

(5,505,466)

(not including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

Consolidated exchange position

 

172,822

 

Dólar

 

1,175

 

168,709

 

337,418

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

           

Hedge of net investments in foreign operations

 

120,000

 

Euro

 

(1,740)

 

127,511

 

255,022

           

Currency position

 

(186,098)

 

Euro

 

2,698

 

(197,747)

 

(395,494)

Consolidated exchange position

 

(66,098)

 

Euro

 

958

 

(70,236)

 

(140,472)

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

           

Dollar-to-euro swap

 

58,150

 

Dólar

 

152,522

 

(10,682)

 

(17,804)

(*) The likely scenarios were calculated considering the assumptionfollowing changes to the risks: Real x Dollar - Real depreciation of maintaining, as a probable scenario, the market values as0.17% / Real x Euro – Real depreciation of December 31, 2013 recognized0.34% / Dollar x Euro - Dollar depreciation of 0.28%. Source: prices Banco Central do Brasil and Central Bank of Europe in liabilities.March 2, 2016.

 

·      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

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

          

12/31/2015

Instruments

 

Notional
amount

 

Risk

 

Probable
scenario (*)

 

Scenario 1

 

Scenario 2

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

(26,257)

 

(5,456)

 

(10,806)

Dollar-to-CDI interest rate swap

 

150,000

 

CDI

 

870

 

2,208

 

4,375

 

·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. Sensitivitysensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2013. Therefore, there is no impact on2015 recognized in the financial instruments classified as available for sale already presented above. company's assets and liabilities.

F-55


·Sensitivity analysis of changes in interest rates

The Company considered the scenarios 1, and  2 as 25% and 50% of appreciationevolution for volatility of the shares.interest as of December 31, 2015.

 

  

 

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

      

Impact on profit or loss

Changes in interest rates

 

% Yearly

 

Probable scenario(*)

 

Scenario 1

 

Scenario 2

 

TJLP

 

7.00

 

(43,325)

 

(18,466)

 

(36,932)

 

Libor

 

0.85

 

(449,052)

 

(13,775)

 

(27,550)

 

CDI

 

14.14

 

(1,359,986)

 

(446,791)

 

(893,582)

 

 

·Credit risks

(*) The exposure to credit riskssensitivity analysis is based on the assumption of financial institutions is in line withmaintaining as probable scenario the parameters establishedmarket values at December 31, 2015 recorded in the financial policy. The Company adopts the practice of analyzing in detail the financial position of its customersCompany´s assets 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.liabilities.

 

·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.

·13.d) 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

At December 31, 2015

 

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

 

1,901,384

 

7,238,130

 

18,674,574

 

6,571,872

 

34,385,960

Derivative financial instruments

6,822

 

17,375

     

24,197

 

26,257

       

26,257

Trade payables

1,102,037

       

1,102,037

 

1,293,008

 

 

 

 

 

 

 

1,293,008

         

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

Dividends and interest on capital

 

464,982

       

464,982

 

·V – Margin depositsFair 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 losses are recognized as finance income or finance costs, respectively.

 

The Company holds margin deposits totaling R$426,328 asamounts 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 December 31, 2012; this amount is investedother long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

The estimated fair values for certain consolidated long-term borrowings and financing were calculated at Deutsche Bank as guaranteeprevailing market rates, taking into consideration the nature, terms and risks similar to those of the derivative financial instrumentrecorded contracts, basically swaps between CSN Islands VIII and CSN. This deposit was settled together with the respective swap on December 12, 2013.as compared below:

    

12/31/2015

   

12/31/2014

 

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

 

3,910,115

 

1,330,685

 

2,659,815

 

1,974,031

Fixed rate notes

 

7,086,760

 

3,915,310

 

6,232,986

 

6,267,272

F-56


 

14.  OTHER PAYABLES

 

The group of other payables classified in current and non-current liabilities is comprised as follows:

 

 

 

 

 

 

 

Consolidated

Current

Non-current

Current

Non-current

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Payables to related parties (Note 19 b)

422,150

 

703,236

 

8,522,685

 

7,758,093

6,798

 

249,758

 

 

 

9,236,716

Derivative financial instruments (Note 13 I)

6,822

 

244,333

 

17,375

  

26,257

 

65

 

 

 

21,301

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

    

Exclusive funds(1)

 

 

 

 

 

 

 

Dividends and interest on capital payable to Company owners

  

152,966

    

Dividends and interest on capital payable to non-controlling owners(2)

464,982

 

124,131

 

 

 

 

Advances from customers

28,213

 

31,062

    

49,505

 

22,905

    

Taxes in installments (Note 16)

247,387

 

166,818

 

1,454,838

 

1,085,079

24,237

 

33,358

 

87,890

 

20,728

Profit sharing - employees

121,631

 

7,771

    

171,695

 

120,278

    

Freight provision

105,104

 

64,349

 

 

 

 

Provision for industrial restructuring

122,854

      

Other provision

30,784

 

21,873

 

 

 

 

Other payables

144,612

 

127,202

 

66,673

 

165,877

70,801

 

55,426

 

43,394

 

36,618

972,851

 

1,582,040

 

10,061,571

 

9,009,049

1,073,017

 

845,109

 

131,284

 

9,315,363

 

(1)Refers to derivative transactions managed by exclusive funds.

(2)In connection with the business combination described in note 3, Namisa approved the dividend distribution in the amount of U$300 million, equivalent to R$1,157 million prior to its merger, in proportion to equity participation of CSN and JKTC immediately prior to the business combination, which were 60% and 40% respectively. This obligation was succeeded by the subsidiary Congonhas Minérios S.A. after incorporation of Namisa and has its liquidation scheduled for the last quarter of 2016.

15.  INCOME TAX AND SOCIAL CONTRIBUTION

 

(a)15.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

 

Consolidated 

Income tax and social contribution (expenses) income

     

12/31/2015

12/31/2014

12/31/2013

Income tax and social contribution income (expense)

 

Current

-1,290,755

 

-321,999

 

-136,427

(380,831)

(528,170)

(1,290,755)

Deferred

1,216,594

 

1,274,207

 

52,542

192,207

679,323

1,216,594

-74,161

 

952,208

 

-83,885

(188,624)

151,153

(74,161)

 

FS-50F-57

 

The reconciliation of Company and consolidated income tax and social contribution expenses and income and the result from applying the effective rate onto profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

 

12/31/2013

 

12/31/2012

 

12/31/2011

  

 

 

Consolidated

Profit (loss) before income tax and social contribution

608,155

 

(1,432,782)

 

3,751,119

12/31/2015

 

12/31/2014

 

12/31/2013

(Loss) profit before income tax and social contribution

1,804,575

 

(263,420)

 

608,155 

Tax rate

34%

 

34%

 

34%

34%

 

34%

 

34% 

Income tax and social contribution at combined statutory rate

-206,773

 

487,146

 

-1,275,380

(613,556)

 

89,563

 

(206,773)

Adjustment to reflect effective rate:

     

Adjustment to reflect the effective rate:

     

Interest on capital benefit

255,000

 

 

 

 

 

 

 

 

255,000

Share of profits of investees

     

Income subject to special tax rates or untaxed

227,097

 

444,378

 

1,279,431

Equity pickup

394,518

 

112,594

 

53,767

Profit with differentiated rates or untaxed

829,265

 

1,772

 

173,330

Transfer pricing adjustment

-31,404

    

(66,447)

 

(2,350)

 

(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

  

(176,795)

 

(29,259)

 

(166,734)

Indebtdness limit

(54,091)

 

(13,170)

 

 

Deferred taxes on temporary differences - non computed (1)

(1,143,365)

   

 

Refis Effect and early discharge

(2,586)

 

(14,649)

 

(689,299)

Deferred taxes on foreign profit

72,376

    

Fair value on Namisa stake of 60%

632,030

  

 

 

Subsidiaries’ tax credit

550,270

 

 

 

44,434

 

 

 

 

550,270

Other permanent deductions (add-backs)

-12,318

 

24,111

 

502

(59,973)

 

6,652

 

(12,318)

Income tax and social contribution in profit for the year

-74,161

 

952,208

 

-83,885

Income tax and social contribution in profit for the period

(188,624)

 

151,153

 

 (74,161)

Effective tax rate

12%

 

-66%

 

-2%

10%

 

57%

 

12%

 

 (1) As from third quarter of 2015 the Company no longer computes income tax and social contribution credits on tax losses and temporary differences. See details in note 15 (b).

F-58


(b)15.b) Deferred income tax and social contribution:

                

The deferred income tax and social contribution are calculated on income tax and social contribution loss carryforwardstax losses and relatedthe temporary differences between the tax bases of assets and liabilities and the accounting balances oftheir carrying amounts in 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

 Opening balance MovementClosing balance 
 12/31/2014 

Comprehensive
income

Profit or lossTax Crédits(**)  Others 12/31/2015 
       
Deferred tax assets       
Income tax losses 383,185 11,629 (175,479) 6,910  226,245 
Social contribution tax losses 75,662  14,565 2,804  93,031 
Temporary differences 2,157,211 250,519 650,824  (70,803) 2,987,751 
- Provision for tax. social security, labor, civil and environmental risks 226,741  5,206  (12,088) 219,859 
- Provision for environmental liabilities 71,925  18,243  (1,667) 88,501 
- Asset impairment losses 68,981  (1,088)  (408) 67,485 
- Inventory impairment losses 32,366  (6,953)  (9,475) 15,938 
- (Gains)/losses on financial instruments (6,419)  965   (5,454) 
- (Gains)/losses on available-for-sale financial assets 618,291 124,924 188,801   932,016 
- Income tax and social contribution non computed o/ available-for-sale financial assets 15,973    15,973 
- Actuarial liability (pension and healthcare plan) 163,627 (68)    163,559 
- Accrued supplies and services 68,483  10,098  (29,541) 49,040 
- Allow ance for doubtful debts 29,852  2,673  (1,111) 31,414 
- Goodw ill on merger (102,659) (8,435) 111,094    
- Unrealized exchange differences (*) 1,011,007  1,416,919   2,427,926 
- (Gain) on loss of control over Transnordestina (224,096)     (224,096) 
- Cash flow hedge accounting 41,015 475,816    516,831 
- Income tax and social contribution non computed o/ cash flow hedge accounting (357,951)    (357,951) 
- Deferred taxes non computed   (1,133,091)   (1,133,091) 
- Other 158,097 260 37,957  (16,513) 179,801 
Non-current assets 2,616,058 262,148 489,910 9,714 (70,803) 3,307,027 
 
Deferred tax liabilities       
Temporary differences 238,892 67,652 297,703  (109,396) 494,851 
- Provision for tax. social security, labor, civil and environmental risks   (567)  (14,302) (14,869) 
- Provision for environmental liabilities   878  (1,667) (789) 
- Asset impairment losses   (7,743)  (10,698) (18,441) 
- Inventory impairment losses   (435)  (10,725) (11,160) 
- Actuarial liability (pension and healthcare plan)  (504) (104)   (608) 
- Accrued supplies and services   21,129  (64,079) (42,950) 
- Allow ance for doubtful debts   (17)  (1,111) (1,128) 
- Fair value adjustment - SWT Aquisition 222,454 63,406 (33,311)   252,549 
- Fair Value adjustment - Mining Business combination   317,041  19,402 336,443 
- Others 16,438 4,750 832  (26,216) (4,196) 
Non-current liabilities 238,892 67,652 297,703  (109,396) 494,851 

 

(*) The Company taxes foreign exchange differences on a cash basis to calculate income tax and social contribution.

 

(**) UseReversal of Company´s tax credits onand tax loss carryforwards of subsidiaries to settle tax debts, as prescribed byprovided for in Law 12865/No. 12,865/13, Art. 40, Par. 7 (REFIS). (See Note 16.)

FS-51

Some Group companies recognizedcontingences, related to tax credits on income tax and social contribution loss carryforwards not subject to statute of limitations and basedinstallment program, on the historyconsolidation 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.debts.

 

The estimate of recovery of the deferredCompany has its corporate structure overseas subsidiaries, for which profits are taxed at 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,the countries where they are not subject to statute of limitations.

The Company’s corporate structure includes foreign subsidiaries whose profits are subject to income tax levieddomiciled by the related countries, recognized at taxlower rates lower than thethose prevailing rate in Brazil.

 

For the years of 2010From 2011 to 2013 these2015 some abroad subsidiaries generated profits amounting to R$4,027,058, which,4,025,071, in case tax authorities may understand that these profits have already been distributed hence, it would be subject toand, therefore, additional taxation in Brazil, in the approximateif due, would amount ofapproximately to R$1,300,0001,356,111 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 as possible and, therefore, no provision was recognized in the financial statements.

 

F-59

·(c)Law 12.973/14

Law 12.973, enacted in May 2014, brought significant changes to tax legislation, which among others, revoked the Transition Tax Regime (RTT).Theses changes directly impact the determination of the income tax and social contribution basis. As from 2015, the application of the Law is mandatory and CSN applied the Law´s requirements.

·Impairment test - Deferred taxes

CSN approved by the Board of Directors´ Meeting of November 6 th2015, a study to demonstrate the generation of future taxable income with which it is expected that the credits currently registered in the balance sheet are offset.

The test was performed considering only the parent company, since the other group companies have no relevant credits for purposes of this test. The parent company consists of the following businesses:

• Flat Steel Brazil;

• Long Steel Brazil;

• Mining

• Cement;

• Investments in other entities.

The study was prepared based on the CSN´s financial model of long-term and considered several scenarios which vary according to different macroeconomic and operating assumptions. Furthermore, the model considers a combination of assets sales scenario and liquidity events in order to achieve a specific amount of resources to CSN allowing a leverage reduction of and consequently, the reduction of financial expenses.

In addition, a sensitivity analysis of tax credits utilization considering a change in macroeconomic assumptions, operational performance and liquidity events took place. This sensitivity analysis showed that the consumption of credits is sensitive to exogenous issues and outside the Company's control.

Thus, considering the study´s results, which indicates the probable future taxable income to compensate the deferred income tax and social contribution balances recognized until June 30, 2015, the Board of Directors agreed to not record the deferred income tax and social contribution as from the 3rd quarter of 2015. If the tax credit for the second quarter was constituted, the amount would be R$1.09 billion. Additionally, the study projects the compensation of the residual balance amounting R$3,229 million for the next periods according to the schedule below:

In millions of reais

 

Parent Company

2016

 

686

2017

 

622

2018

 

152

2019

 

192

2020

 

286

2021

 

464

2022

 

576

2023

 

251

 

 

3,229

15.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

12/31/2015

 

12/31/2014

 

12/31/2013

Income tax and social contribution

 

 

 

 

 

 

 

 

 

 

Actuarial gains on defined benefit pension plan

33,012

 

66,155

 

54,714

64,489

 

65,372

 

33,012

Changes in the fair value on available-for-sale financial assets

-401,574

 

-377,164

 

241,484

38

 

(140,859)

 

(401,574)

Exchange differences on translating foreign operations

-425,510

 

-425,510

 

-425,510

(425,510)

 

(425,510)

 

(425,510)

Cash flow hedge accounting

158,880

 

41,015

 

 

-794,072

 

-736,519

 

-129,312

(202,103)

 

(459,982)

 

(794,072)

 

 

(d)Provisional Measure no. 627 of 2013 (“MP 627/13”)

FS-52F-60

 

 

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 INSTALLMENTSTaxes 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 Refis debts arising from theseand other tax installment payment plans, recorded in taxes in installments in current and non-current liabilities, as mentioned in note 14, 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

 

 

 

 

 

 

 

Consolidated

 

Current

Non-current

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Federal REFIS Law 11.941/0(a)

11,891

 

9,942

 

19,247

 

 

Federal REFIS Law 12.865/1(a)

4,830

   

56,661

  

Other taxes in installments (b)

7,516

 

23,416

 

11,982

 

20,728

 

24,237

 

33,358

 

87,890

 

20,728

 

a)16.a) Tax Recovery Program (Federal Refis) – Law11,941/09 and Law 12,865/13

 

·      New deadline –Federal Law 11,941/11.941/09 Tax Installment Payment Program

 

OnIn November 26, 2009 the Company and some subsidiaries joined the Tax Recovery Programs establishedInstallment Payment Program introduced by Law 11,941/11.941/09, and Provisional Act 470/2009, aimedaiming at settlingregularizing tax liabilities through a special payment system and installment plan for the settlement of tax obligations and social security obligations.security.

The group decided to pay all tax debts with judicial deposits in cash. The Group awaits the approval by the Federal Revenue Service (RFB) and the National Treasury Attorney General’s Office (PGFN) of these amounts, which total R$9,942.

National Minerals SA (NAMISA), incorporated by Congonhas Ores on December 31, 2015, and now consolidated in these financial statements at December 27, 2013 and November 25, 2014 has chosen to include some debts in the program installment introduced by Law 11,941 / 2009, due to the reopening of the deadlines for accession brought by Law No. 12,865 / 13 and 12,996 / 14, respectively

 

With the new deadline·Installment Payment Program, Federal law 12.865/13

NAMISA also chose 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 includedinclude in the new tax installment plan onDecember 27, 2013.

FS-53

·Profits for Foreign Subsidiaries– Law 12,865/13

Underestablished by Article 40 of Law 12,865/No. 12,865 / 13, the federal government allowed the payment in installments of income tax debts and social contribution arisingbased on the profits of subsidiaries located abroad from 2009 to 2012, resulting 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.MP 2158-35 / 2001.

 

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)16.b) Other tax installments (regular and other)

 

TheSome Group companies also joinedhave installment payment plans with the Regular social securityFederal Revenue Service and state tax (INSS) installment plan and other plans.authorities.

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

12/31/2013

 

 

 

12/31/2012

 

Accrued liabilities

 

Judicial deposits

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Tax

259,725

 

87,391

 

178,657

 

99,400

 

143,852

 

129,524

 

82,472

 

77,836

Social security and labor

298,637

 

138,911

 

263,700

 

156,772

Social security

 

70,174

 

62,277

 

46,193

 

46,193

Labor

 

478,611

 

444,243

 

165,027

 

 136,396

Civil

82,143

 

29,022

 

96,705

 

36,109

 

128,451

 

106,143

 

24,634

 

17,897

Environmental

4,262

 

961

 

7,056

  

 

17,646

 

3,981

 

1,697

 

1,697

Judicial deposits

  

8,935

   

11,350

     

8,519

 

8,785

644,767

 

265,220

 

546,118

 

303,631

 

838,734

 

746,168

 

328,542

 

288,804

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

 

F-61

 

FS-54

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 20132015 were as follows:

 

                   

Consolidated

 

 

 

 

 

 

 

 

 

Current + Non-current

 

 

 

 

 

 

 

 

 

Current + Non- current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

 

12/31/2014

 

Additions

 

Accrued charges

 

Net utilization of reversal

 

12/31/2015

Tax

 

320,783

 

72,980

 

42,475

 

-8,097

 

428,141

 

129,524

 

120,673

 

7,841

 

(114,186)

 

143,852

Social security

 

43,858

   

3,403

   

47,261

 

62,277

   

7,897

   

70,174

Labor

 

219,842

 

100,304

 

24,924

 

-93,694

 

251,376

 

444,243

 

213,543

 

61,445

 

(240,620)

 

478,611

Civil

 

96,705

 

6,862

 

2,022

 

-23,446

 

82,143

 

106,143

 

34,951

 

35,372

 

(48,015)

 

128,451

Environmental

 

7,056

 

3,663

 

964

 

-7,421

 

4,262

 

3,981

 

20,401

 

284

 

(7,020)

 

17,646

 

688,244

 

183,809

 

73,788

 

-132,658

 

813,183

 

746,168

 

389,568

 

112,839

 

(409,841)

 

838,734

 

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, thisThis provision includes tax liabilities resulting from contingencieslawsuits filed by the Company, subject to SELIC (Central Bank’s policy rate).

 

a) Tax lawsuits

I - Income tax and social contribution

 

“Plano Verão” -The main tax lawsuits assessed by the outside legal counsel as probable losses to which CSN is claimingor its subsidiaries are parties are as follows: (i) Municipal tax assessments (ISS) incident in lease contracts; (ii) ICMS Assessment Notice for the recognitionalleged nonpayment of financial andthis tax effects on the calculationproduct imports; (iii) Tax Forfeiture to collect ICMS reported but not paid; (iv) collection of income tax and social contribution related to removal byfor the governmentoffset 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”).nonexistent tax credits.

 

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.Labor lawsuits

 

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

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, 2013,2015, the Group is a defendant in 9,0677,541 labor lawsuits, for which a provision has been recorded in the amount of R$251,376478,611 (R$219,842444,243 as of December 31, 2012)2014). 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) related to period prior to retirement and 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.

 

During the year ended December 31, 2015 there were addition or write-off movements in labor lawsuits, due to court orders issued to terminate lawsuits and the constant revision of the Company’s accounting estimates related to the provision for contingencies that take into consideration the different nature of the claims made, as required by the Company’s accounting policies.

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$82,143128,451 as of December 31, 20132015 (R$96,705106,143 as of December 31, 2012).

d) Other2014)

 

§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 lawsuits

 

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. TheForlawsuits involving environmental proceedings totalmatters, a provision has been recognized in the amount of R$4,262 (R$7,05617,646 as of December 31, 2012).2015 (R$3,981 as of December 31, 2014)

 

 

FS-56F-62

 

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, anuntil the moment, a complete diagnostic of the risks and so the Company has not estimated amount due to the illiquidity of thecosts for those 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 aas possible levelrisk of risk,loss 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 istable below shows a defendant in other administrativesummary of the balance of the main legal matters compared with the balance at December 31, 2014 and judicial proceedings (tax, social security, labor, civil, and environmental),2015.

 

 

12/31/2015

 

12/31/2014

Tax assessment notice issued against the Company for an alleged sale of 40% of the shares of its joint venture NAMISA to a Japanese-Korean consortium,

 

7,743,501

 

7,068,252

Income tax / Social contribution - Assessment Notice and Imposition of Fine (AIIM) - - Disallowance of deductions of goodwill generated in the reverse incorporation of Big Jump by Namisa (*)

 

2,250,833

  

Assessment Notice and Imposition of Fine (AIIM) - Income tax / Social contribution - gloss of interest on prepayment arising from supply contracts of iron ore and port services

 

1,105,793

 

 

Tax foreclosures - ICMS - Electricity credits

 

785,043

 

742,727

Installments MP 470 - alleged insufficiency of tax losses

 

587,205

 

521,340

Offset of taxes that were not approved by the Federal Revenue Service - IRPJ/CSLL, PIS/COFINS e IPI

 

1,015,355

 

523,171

Assessment notice for an alleged nonpayment of taxes- IRPJ/CSLL - foreign subsidiaries (2010)

 

526,047

 

476,316

Assessment Notice and Imposition of Fine (AIIM) - Income tax / Social contribution - Profits earned abroad 2008 (*)

 

306,136

  

Disallowance of the ICMS credits - Transfer of iron ore

 

516,581

 

446,907

Disallowance of the ICMS credits - ICMS - acquisition of subsidiary

 

277,389

 

257,536

ICMS - Refers to the transfer of imported raw material at an amount lower than the price disclosed in the import documentation

 

252,112

 

230,261

Disallowance of the tax losses arising on adjustments to the SAPLI

 

409,323

 

362,489

Assessment Notice - ICMS - shipping and return merchandise for Industrialization (*)

 

541,338

 

 

Assessment Notice- Income tax- Capital Gain of CFM vendors located outside (*)

 

170,835

  

Other tax (federal, state, and municipal) lawsuits.

 

2,537,626

 

2,870,796

Social security lawsuits

 

289,923

 

299,341

Annulment action filed by CSN against CADE

 

70,423

 

63,463

Other civil lawsuits

 

763,576

 

382,641

Labor and social security lawsuits

 

1,032,678

 

1,069,663

Environmental lawsuits

 

359,046

 

115,024

 

 

21,540,763

 

15,429,927

 (*) Namisa lawsuits that after the drop down started to reflect 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 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-57

(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.  CSN financial statements. 

 

The assessments made by the legal counsel define these administrative and judicial proceedings as entailing risk of possible loss and, therefore, no provision was recorded in conformity with management’sManagement’s judgment and accounting practices adopted in Brazil.

Environmental lawsuits

 

F-63

The environmental processes present high complexity for estimating the amount at risk, should be taken into consideration, among various aspects, procedural development, the extent of damage and the projection of repairing costs.

During the second quarter 2015, in line with the Company's accounting policy of prognostic losses of ongoing processes, the management has reevaluated its environmental contingencies, supported by its internal and external legal counsel.

As a result of this work, there was an increase of the possible risk of loss amounting R$ 244,022.

There are other environmental processes for which it is not yet possible to assess the risk and contingency value due to the aforementioned complexity estimation, the peculiarities of the matters involving them and also their procedural steps.

18.  PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATIONOBLIGATIONS

 

The balance of the provision for environmental liabilities and decommissioning of assetsasset retirement obligation - ARO is as follows:

 

 

 

 

 

 

Consolidated

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Environmental liabilities

346,455

 

383,405

262,290

 

211,544

Asset retirement obligation - ARO

23,999

 

21,292

Asset retirement obligations

66,641

 

26,995

370,454

 

404,697

328,931

 

238,539

 

a)18.a) Environmental liabilities

 

As of December 31, 2013,2015, there is a provision is maintainedrecognized 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.necessary. These are management’sManagement’s best estimates considering recoverybased on the environmental remediation studies in areas that have been degraded and are in the process of being used for activities.projects. This provision is recognized inas other 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 the provision to present value and update the provision through December 31, 20132015 was 11.00%10.00%. The liability recognized is periodically updated based on the general market price index (IGPM) for the period.

 

b) Asset retirement obligation - AROSome contingent environmental liabilities are monitored by environmental department were not recorded in provisions due to its characteristics, they do not meet the recognition criteria present in IAS 37.

 

ARO consist of18.b) Asset retirement

Asset retirement obligations refer to 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 decommissioningretirement 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.

 

The accounting balances that refer to the provision for decommissioning were transferred to Congonhas Minérios,

The increase of liabilities in the period is due to an update on estimated cost of closing iron ore mines.

In 2015, the Company completed a new certification of iron mineral reserves in the Casa de Pedra and Engenho mines. This certification, prepared by a specialized company, has certified reserves of 3,021 million tons of iron ore, which represents an increase of 85% compared to the amounts certified in the last audit on April 2007.

F-64

Therefore, it indicated a need to review liabilities and update assumptions for mine closure, completion of mining activities in the future and decommissioning of assets linked to the mine, the result is an increase of liabilities amounting R$ 39,646.

19.  RELATED-PARTY BALANCES AND TRANSACTIONS

 

a)19.a) Transactions with Holding CompanyCompanies

 

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%51.41% of the voting shares.

 

The Rio Iaco Participações S.A. holds 3.99%4.29% of CSN.CSN’s voting capital.

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

  

Companies

 

Proposed

 

Paid

 

Dividends

 

Dividends

Vicunha Siderurgia (*)

 

 

 

282,571

Rio Iaco

 

 

 

23,568

Total at 12/31/2015

 

 

306,139

Total at 12/31/2014

 

152,966

 

220,349

(*) As of June 30, 2015 Vicunha Steel began to directly control CSN due to the merger of Vicunha Siderurgia by Vicunha Aços on that date.

 

Vicunha Siderurgia’ssteel’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%40% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 60% of National Steel S.A. 59.99%60% of Vicunha Steel S.A. and 99.99% of Rio Iaco Participações S.A.

 

F-65

b)19.b) Transactions with jointly controlled entities,subsidiaries, joint ventures, associates, exclusive funds and other related parties

 

·      By transaction

 

Consolidated

 

 

Current

 

Non-Current

 

Total

  

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables(note 6)

 

61,366

 

153,737

     

61,366

 

153,737

Dividends receivable(note 6)

 

27,817

 

59,470

 

 

 

 

 

27,817

 

59,470

Actuarial asset(note 8)

     

114,433

 

97,173

 

114,433

 

97,173

Loans(note 8)

 

 

 

517,493

 

373,214

 

117,357

 

373,214

 

634,850

Other receivables(note 8)

 

9,420

 

15,780

 

29,020

 

7,037

 

38,440

 

22,817

 

 

98,603

 

746,480

 

516,667

 

221,567

 

615,270

 

968,047

Liabilities

            

Other payables(Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

6,798

 

2,681

   

546

 

6,798

 

3,227

Advances from customers

 

 

 

247,077

 

 

 

9,236,170

 

 

 

9,483,247

Trade payables

 

67,443

 

63,165

     

67,443

 

63,165

Actuarial liabilities

 

 

 

 

 

514,368

 

587,755

 

514,368

 

587,755

  

74,241

 

312,923

 

514,368

 

9,824,471

 

588,609

 

10,137,394

Statement of income

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

            

Sales

 

725,285

 

1,177,860

 

 

 

 

 

 

 

 

Interest

 

65,084

 

50,631

        

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

(1,103,428)

 

(1,047,423)

        

Interest

 

(1,333)

 

(423,621)

 

 

 

 

 

 

 

 

  

(314,392)

 

(242,553)

        

 

  

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-59F-66

 

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

 Consolidated 
 AssetsLiabilitiesStatement of Income
 
CurrentNon-currentTotalCurrentNon-current TotalSalesPurchasesFinance
income and
costs. Net		Total
Subsidiaries           
Ferrovia Transnordestina Logística S.A.(1)  133,283 133,283     (4,559) 15,887 11,328 
Others 14,151  14,151 2,742  2,742     
 14,151 133,283 147,434 2,742  2,742  (4,559) 15,887 11,328 
Joint ventures           
CGPAR Construção Pesada S.A. 3,484  3,484 24  24     
Nacional Minérios S.A.       113,563 (198,378) 6,424 (78,391) 
MRS Logística S.A. 26,415  26,415 32,284  32,284  (725,710)  (725,710) 
CBSI - Companhia Brasileira de Serviços e Infraestrutura 7,380  7,380 11,015  11,015 48 (166,945)  (166,897) 
Transnordestina Logística S.A(2)  222,727 222,727 26,880  26,880   23,380 23,380 
 37,279 222,727 260,006 70,203 - 70,203 113,611 (1,091,033) 29,804 (947,618) 
Other related parties   -   -     
CBS Previdência  114,433 114,433  514,368 514,368  -  - 
Fundação CSN - - - 126  126  (2,152) 3 (2,149) 
Banco Fibra   -   -   15,592 15,592 
Usiminas 182  182   - 12,289 (1,230)  11,059 
Panatlântica 46,991  46,991 -  - 597,998   597,998 
Ibis Participações e Serviços   -   -  (4,324)  (4,324) 
Taquari Participações S.A.   -   -  (130)  (130) 
 47,173 114,433 161,606 126 514,368 514,494 610,287 (7,836) 15,595 618,046 
Associates           
Arvedi Metalfer do Brasil S.A.  46,224 46,224 1,170  1,170 1,387  2,465 3,852 
Total em 12/31/2015 98,603 516,667 615,270 74,241 514,368 588,609 725,285 (1,103,428) 63,751 (314,392) 
Total em 12/31/2014 746,480 221,567 968,047 312,923 9,824,471 10,137,394 1,177,860 (1,047,423) (372,990) (242,553) 

1. 

1. Refers to loans of the subsidiary FTL – Ferrrovia Transnordestina Logísitca S.A. to the jointly controlled entity- Ferrovia Transnordestina Logística S.A.

2.S.A to the joint venture Transnordestina Logística S.A. The contract has a 102.5% of CDI interest rate and maturity expected in June 2017.

2. Transnordestina Logística S.A: Refers mainly to contracts in Brazilian reais:R$: interest equivalent to 102.5%108.0% of the CDI with final maturity in December 2015.June 2017. As of December 31, 2013,2015, borrowings total R$270,693222,727 (R$210,966141,358 as of December 31, 2012), of which R$33,431 is classified in short term and R$237,262 is classified in long term.2014)

 

c)19.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 28.27. 

 

·      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 operationsmovements in checking accounts and financial investments in fixed-income securities.

 

F-67


·      Ibis Participações e Serviços Ltda.

 

Ibis Participações e Serviços is under the control of a Board member of the Company.Company’s Board.

 

·      Companhia de Gás do Ceará

 

A natural gas distributor under the control structure of Vicunha Siderurgia.

 

(f)19.d) Key management personnel

 

The key management personnel who havewith 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, 2013.2015.

 

  

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

  

12/31/2015

 

12/31/2014

  

Statement of Income

Short-term benefits for employees and officers

 

47,578

 

34,861

Post-employment benefits

 

311

 

116

 

 

47,889

 

34,977

 

n/a – not applicable20.SHAREHOLDERS' EQUITY

20.a) Paid-in capital

 

Fully subscribed and paid-in capital as of December 31, 2015 and 2014 is R$4,540,000 comprising 1,387,524,047 book-entry common shares without par value. Each common share entitles its holder to one vote in Shareholders’ Meetings.

(g)20.b) Authorized capital

The Company’s bylaws in effect as of December 31, 2015 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

20.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.  

20.d) Ownership structure

As of December 31, 2015, the Company’s ownership structure was as follows:

  

 

 

 

 

12/31/2015

     

12/31/2014

  

Number of common shares

 

% of total shares

 

% of voting capital

 

Number of common shares

 

% of total shares

 

% of voting capital

Vicunha Aços S.A. (*)

 

697,719,990

 

50.29%

 

51.41%

 

697,719,990

 

50.29%

 

51.34%

Rio Iaco Participações S.A. (**)

 

58,193,503

 

4.19%

 

4.29%

 

58,193,503

 

4.19%

 

4.28%

Caixa Beneficente dos Empregados da CSN - CBS

 

20,143,031

 

1.45%

 

1.48%

 

12,788,231

 

0.92%

 

0.94%

BNDES Participações S.A. – BNDESPAR

 

8,794,890

 

0.63%

 

0.65%

 

8,794,890

 

0.63%

 

0.65%

NYSE (ADRs)

 

336,435,464

 

24.25%

 

24.79%

 

342,466,899

 

24.68%

 

25.20%

BM&FBovespa

 

235,846,169

 

17.00%

 

17.38%

 

239,010,634

 

17.23%

 

17.59%

 

 

1,357,133,047

 

97.81%

 

100.00%

 

1,358,974,147

 

97.94%

 

100.00%

Treasury shares

 

30,391,000

 

2.19%

   

28,549,900

 

2.06%

  

Total shares

 

1,387,524,047

 

100.00%

   

1,387,524,047

 

100.00%

  

F-68

(*) As From June 30, 2015, CSN became directly controlled by Vicunha Aços, considering the incorporation of Vicunha Siderurgia by Vicunha Aços on that date.

(**) Rio Iaco Participação S. A. is a company part of the control group.

20.e) Treasury shares

The Board of Directors authorized various share buyback programs in order to hold shares in treasury for subsequent disposal and/or cancelation with a view to maximizing the generation of value to the shareholder through an efficient capital structure management, as shown in the table below:

ProgramBoard’s
Authorization		Authorized
quantity		Program periodAverage
buyback
price		Minimum and maximum
buyback price		Number
bought back		Share
cancelation		 Balance in
treasury
  
1º 3/13/2014 70,205,661 From 3/14/2014 to 4/14/2014 R$ 9.34 R$ 9.22 and R$ 9.45 2,350,000   2,350,000 
2º 4/15/2014 67,855,661 From 4/16/2014 to 5/23/2014 R$ 8.97 R$ 8.70 and R$ 9.48 9,529,500   11,879,500 
3º 5/23/2014 58,326,161 From 5/26/2014 to 6/25/2014 R$ 9.21 R$ 8.61 and R$ 9.72 31,544,500   43,424,000 
4º 6/26/2014 26,781,661 From 6/26/2014 to 7/17/2014 R$ 10.42 R$ 9.33 and R$ 11.54 26,781,661   70,205,661 
 7/18/2014   Not applicable Not applicable  60,000,000 (1) 10,205,661 
5º 7/18/2014 64,205,661 From 7/18/2014 to 8/18/2014 R$ 11.40 R$ 11.40 240,400   10,446,061 
 8/18/2014   Not applicable Not applicable  10,446,061 (1)  
6º 8/18/2014 63,161,055 From 8/19/2014 to 9/25/2014 R$ 9.82 R$ 9.47 and R$ 10.07 6,791,300   6,791,300 
7º 9/29/2014 56,369,755 From 9/29/2014 to 2/29/2014 R$ 7.49 R$ 4.48 and R$ 9.16 21,758,600   28,549,900 
8º 12/30/2014 34,611,155 From 12/31/2014 to 3/31/2015 R$ 5.10 R$ 4.90 and R$ 5.39 1,841,100   30,391,000 
9º (*) 03/31/2015 32,770,055 From 4/01/2015 to 6/30/2015       

(*) There were no share buyback in this program.

(1) On July 18, 2014 and August 19, 2014, the Board of Directors approved the cancelation of 60,000,000 and 10,446,061 treasury shares, respectively, without change in the Company’s share capital.

As of December 31, 2015, the position of the treasury shares was as follows:

Bought back

Amount

Share price

Share

number

paid for

market price

(in units)

the shares

Minimum

Maximum

Average

as of 12/31/2015 (*)

30,391,000

R$ 238,976

R$ 4.48

R$ 10.07

R$ 7.86

R$ 121,564

(*) Using the last share quotation on BM&FBovespa as of December 31, 2015 of R$4.00 per share.

20.f) 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 6,404/6.404/76, as amended by Law 9,457/9.457/97, will entail the distribution of all the profit to the Company’s shareholders, provided that the following priorities are preserved,observed, 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

i. Paid-in capital

Fully subscribed and paid-in capital as of December 31, 2012 and 2013 is R$4,540,000 represented by 1,457,970,108 book-entry common shares without par value. Each common share entitles its holder to one vote in Shareholders’ Meetings.

II. Authorized capital

The Company’s bylaws in effect as of December 31, 2013 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

III. 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.  

 

FS-61F-69

 

 

table of contents

IV.Treasury shares

As of December 31, 2013, the Company did not have any treasury shares.

 

v. Ownership structure20.g) Earnings/(loss) per share:

 

AsBasic earnings per share were calculated based on the profit attributable to the owners of December 31, 2013,CSN divided by the Company’s ownership structure wasweighted average number of common shares outstanding during the year, excluding the common shares purchased and held as treasury shares, as follows:

 

  

 

 

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%

 

12/31/2015

 

12/31/2014

 

12/31/2013

 

CommonShares

(Loss) profit for the year, net

 

 

 

 

 

Attributable to owners of the Company

1,257,896

 

(105,218)

 

509,025

Weighted average number of shares

1,357,150

 

1,413,697

 

1,457,970

Basic and diluted EPS

0.92687

 

(0.07443)

 

0.34913

 

(*) Rio Iaco Participação S. A. is a company part of the control group.

21.  PAYMENT TO SHAREHOLDERS

The Company's Bylaws provides for a minimum  dividend distribution 25% of adjusted net income as provided by law, the holders of its shares.

On March 11, 2015 the Board of Directors approved the proposal for payment, as advance of mandatory minimum dividend concerning the period  2015,  from the retained earnings reserve (statutory working capital reserve), the amount of R$275,000 in dividends, corresponding to R$0,202633043. The dividends were paid as from March 19, 2015, without inflation adjustment.

Dividends are calculated pursuant to the Company’s bylaws and in compliance with the Brazilian Corporate Law. The table below shows the calculation of dividends and interest on capital approved for 2015:

 

  

12/31/20132015

Profit for the year

 

509,0251,257,896

LegalCapital reserve

 

-25,451

Reversal of statutory working capital reserve

316,426(62,895)

Profit for allocation

800,0001,195,001

 

Allocation:

Dividends approved on March 11, 2015

(275,000)

Destined to profits reserve to be realized (*)

(23,750)

Transferred to statutory reserve for investment and working capital

(896,251)

  

Dividends distributed on 08/06/2013 and 11/13/2013In current liabilities

 

610,000

Interest on capital distributed on 8/6/2013 and 11/13/2013

190,000

TotalBalance of dividends and interestpayable as December 31, 2014

277,097

Dividends approved on capitalMarch 11, 2015

275,000

Dividends paid in 2015

(549,835)

Balance of dividends payable as December 31, 2015

 

800,0002,262

   

Weighted average number of shares

 

1,457,9701,357,150

Dividends and interest on capital per share approved

 

0.54871

Additional information:

Prior years’ dividends payable

2,036

Dividends payable (balance in liabilities)

2,0360.20263

 

(*) The Company's management, supported by art. 197 of Law 6.404 / 76, is proposing ad referendum to the Annual General Meeting, in order to retain part of the minimum mandatory dividends in line account item Profit Reserve to realize, as there is no profit realized in 2015 year.

F-70

The tables below show the history of dividendsand interest on capital approved and paid:

22.  NET SALES REVENUE

 

Net sales revenue is comprised as follows:

 

 

12/31/2013

 

12/31/2012

 

12/31/2011 (*)

 

12/31/2015

 

12/31/2014

 

12/31/2013

Gross revenue

 

     

 

 

 

 

 

 

Domestic market

 

14,635,703

 

13,742,201

 

13,366,345

 

10,313,874

 

13,061,229

 

14,635,703

Foreign market

 

6,143,242

 

4,813,693

 

6,417,397

 

7,726,761

 

6,247,489

 

6,143,242

 

20,778,945

 

18,555,894

 

19,783,742

 

18,040,635

 

19,308,718

 

20,778,945

Deductions

 

     

 

 

 

 

 

 

Cancelled sales and discounts

 

-206,109

 

-312,687

 

-257,888

 

(308,029)

 

(167,483)

 

(206,109)

Taxes levied on sales

 

-3,260,404

 

-3,014,618

 

-3,006,270

Taxes on sales

 

(2,400,754)

 

(3,015,003)

 

(3,260,404)

 

-3,466,513

 

-3,327,305

 

-3,264,158

 

(2,708,783)

 

(3,182,486)

 

(3,466,513)

Net revenue

 

17,312,432

 

15,228,589

 

16,519,584

 

15,331,852

 

16,126,232

 

17,312,432

(*) 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

23.  EXPENSES BY NATURE

  

 

 

 

 

 

  

12/31/2015

 

12/31/2014

 

12/31/2013

Raw materials and inputs

 

(4,902,546)

 

(5,125,417)

 

(5,998,881)

Labor cost

 

(1,900,260)

 

(1,716,995)

 

(1,590,892)

Supplies

 

(1,097,814)

 

(1,097,940)

 

(1,145,772)

Maintenance cost (services and materials)

 

(1,072,437)

 

(1,072,664)

 

(1,297,377)

Outsourcing services

 

(3,292,763)

 

(2,544,553)

 

(2,117,701)

Depreciation, amortization and depletion (Note 10 a)

(1,135,772)

 

(1,245,131)

 

(1,093,830)

Other

 

(304,534)

 

(270,040)

 

(538,218)

  

(13,706,126)

 

(13,072,740)

 

(13,782,671)

       

Classified as:

 

 

 

 

 

 

Cost of sales

 

(11,799,758)

 

(11,592,382)

 

(12,422,706)

Selling expenses

 

(1,436,000)

 

(1,041,975)

 

(874,875)

General and administrative expenses

 

(470,368)

 

(438,383)

 

(485,090)

 

 

(13,706,126)

 

(13,072,740)

 

(13,782,671)

 

  

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

F-71


 

(*) 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.

 

 

24.  OTHER OPERATING INCOME (EXPENSES)

  

12/31/2015

 

12/31/2014

 

12/31/2013

Other operating income

      

Indemnities/gains on lawsuits

 

5,189

 

39,693

 

51,737

Rentals and leases

 

1,150

 

1,080

 

817

Reversal of provisions

 

5,020

 

20,790

 

7,972

Dividends received

 

5,794

 

328

  

Untimely PIS/COFINS/ICMS credits

 

234,287

   

404

Contractual fines

 

2,200

 

7,963

  

Gain on loss of control over Transnordestina

     

473,899

Gain on business combination (note 3)

 

3,413,033

    

Reversal of actuarial liability/provision for actuarial asset

 

8,702

 

166

 

985

Other revenues

 

50,507

 

20,468

 

30,249

  

3,725,882

 

90,488

 

566,063

       

Other operating expenses

      

Taxes and fees

 

(18,282)

 

(57,711)

 

(103,446)

Write-off of judicial deposits

 

(24,145)

 

(77,892)

  

Provision for environmental risks

 

(41,697)

 

160,980

  

Provision for tax, social security, labor, civil and environmental risks, net of reversals

 

(279,619)

 

(191,127)

 

(254,062)

Contractual fines

 

(309)

 

(7,464)

 

(6,479)

Depreciation of unused equipment and amortization of intangible assets (Note 10 a)

 

(41,068)

 

(36,354)

 

(61,763)

Residual value of permanent assets written off (Note 10)

 

(6,466)

 

(15,232)

 

(31,660)

Provision for losses /reversals of slow-moving and obsolescence (Note 7)

 

1,154

 

(10,396)

 

5,975

Losses on spare parts

 

(55,790)

 

(26,432)

  

Studies and project engineering expenses

 

(38,138)

 

(48,807)

 

(89,878)

Research and development expenses

 

(3,363)

 

(3,406)

 

(5,810)

Impairment loss adjustment

     

(48,469)

Healthcare plan expenses

 

(56,838)

 

(54,319)

 

(55,720)

Impairment of available-for-sale financial assets

 

(555,298)

 

(205,000)

 

(5,002)

REFIS effect - Law 11,941/09 and Law 12,865/13, net

 

(4,801)

 

(37,308)

 

(129,743)

Impairment of the Transnordestina old railway network

     

(216,446)

Provisions for industrial restructuring

 

(122,854)

    

Other expenses

 

(86,817)

 

(46,659)

 

(131,705)

  

(1,334,331)

 

(657,127)

 

(1,134,208)

Other operating expenses, net

 

2,391,551

 

(566,639)

 

(568,145)

 

  

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.

F-72

FS-63

 

25.  FINANCE INCOME (COSTS)

 

 

12/31/2013

 

12/31/2012

 

12/31/2011(*)

 

12/31/2015

 

12/31/2014

 

12/31/2013

Finance income

 

 

 

 

 

 

 

     

Related parties (Note 19 b)

 

25,576

 

68,023

 

29,300

 

65,084

 

50,631

 

25,576

Income from short-term investments

 

125,685

 

177,328

 

538,882

 

216,971

 

82,103

 

125,685

Net effect of REFIS - Law 11,941/09 and MP 470/09

   

115,457

  

Other income

 

20,723

 

31,036

 

149,268

Gain form derivative (*)

 

870

    

Other income (**)

 

209,062

 

38,818

 

20,723

 

171,984

 

391,844

 

717,450

 

491,987

 

171,552

 

171,984

Finance costs

 

 

 

 

 

 

 

     

Borrowings and financing - foreign currency

 

-743,276

 

-675,379

 

-639,197

 

(938,047)

 

(718,281)

 

(743,276)

Borrowings and financing - local currency

 

-1,559,312

 

-1,531,514

 

-1,622,365

 

(2,116,149)

 

(1,806,568)

 

(1,559,312)

Related parties (Note 19 b)

 

-421,659

 

-397,991

 

-389,059

 

(1,333)

 

(423,621)

 

(421,659)

Capitalized interest (Notes 10 and 32)

 

490,747

 

401,827

 

353,156

Capitalized interest (Notes 10 and 31)

 

166,366

 

165,789

 

490,747

Losses on derivatives (*)

 

-21,643

 

-9,166

 

-20,594

 

(4,956)

 

(4,869)

 

(21,643)

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

 

(20,560)

 

(76,704)

 

(72,065)

REFIS effect net- Law 11,941/09

   

(52,036)

 

(277,032)

Other finance costs

 

-135,500

 

-178,185

 

-224,168

 

(210,568)

 

(187,688)

 

(135,500)

 

-2,739,740

 

-2,547,685

 

-2,883,921

 

(3,125,247)

 

(3,103,978)

 

(2,739,740)

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

Inflation adjustments, net

 

44,412

 

(109)

 

(37,858)

Exchange differences, net

 

(1,630,530)

 

(391,767)

 

97,969

Exchange gain (losses) on derivatives (*)

 

846,328

 

242,869

 

(3,954)

 

56,157

 

4,490

 

160,668

 

(739,790)

 

(149,007)

 

56,157

            

Finance costs, net

 

-2,511,599

 

-2,151,351

 

-2,005,803

 

(3,373,050)

 

(3,081,433)

 

(2,511,599)

 

           

(*) 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

(*) Statement of gains and (losses) on derivative transactions

(*) Statement of gains and (losses) on derivative transactions

     

Dollar-to-CDI swap

 

(18)

 

(12,735)

 

11,172

Dollar-to-real swap (NDF)

 

785,702

 

213,602

 

(597)

Future Dollar

 

25,381

   

(13,190)

Dollar-to-euro swap (NDF)

 

39,668

 

33,397

 

4,035

Dollar-to-euro swap

 

4,035

 

-8,065

 

16,501

 

(4,405)

 

8,605

 

(5,374)

Fixed rate-to-dollar swap

 

-597

 

 

 

 

 

-3,954

 

-4,573

 

-87,955

 

846,328

 

242,869

 

(3,954)

Libor-to-CDI swap

 

-4,268

 

-9,166

 

-20,594

   

(943)

 

(4,268)

Fixed rate-to-CDI swap

 

-17,375

    

 

(4,956)

 

(3,926)

 

(17,375)

CDI-to-Fixed rate swap

 

870

    

 

-21,643

 

-9,166

 

-20,594

 

(4,086)

 

(4,869)

 

(21,643)

 

-25,597

 

-13,739

 

-108,549

 

842,242

 

238,000

 

(25,597)

 

(*) As disclosed in notes 2(y) and 3, the financial information relatedIt refers mainly to 12/31/11 was not restated by the adoptiongain on repurchase of the IFRS 10 and 11, as allowed by the IFRS 10 and 11’s relief.debt securities amounting to R$166,642.

 

26.  SEGMENT INFORMATION

FS-64

According to the Group’s structure, its businesses are distributed into five (5) operating segments.

 

·         Steel

 

The Steel Segment consolidates all the operations related to the production, distribution and sale of flat steel, long steel, metallic packagingcontainers and galvanized steel, with operations in Brazil, the United States, Portugal and Germany. This segmentThe Segment supplies the following markets: construction, steel packagingcontainers for the Brazilian chemical and food industries, home appliances, automobile and OEM (motors and compressors). The Company’s steel units produce hot-hot and cold-rolledcold rolled steel, galvanized and pre-painted steel of great durability. They also produce tin mill,tinplate, a raw material used to produce metallic packaging.containers.

 

F-73

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.  In January 2012, CSN acquired Stahlwerk Thüringen (SWT), a manufacturer of long steel located in Unterwellenborn, Germany. SWT is specialized 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 started with a 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 value added value in the steel chain.

 

·         Mining

 

This segment encompasses the activities of iron ore and tin mining,mining.

 The high-qualityhigh 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 jointly controlled entity NacionalCongonhas Minérios S.A.  (Namisa), which has its own mines also of excellent quality, and also sells third party iron ore.

At the end of 2015, CSN alsoand the Asian Consortium formalized a shareholders' agreement for the combination of assets linked to iron ore operations and the related logistics structure, forming a new company that has focused in mining activities from December 2015. In this context, the new company, called Congonhas Minérios S.A., holds the TECAR concession, the Casa de Pedra mine and all the shares of Namisa, which was incorporated on December 31, 2015.

Moreover, CSN controls a Estanho de Rondônia S.A. (ERSA), a company that has bothmining units and tin mining and casting units.

CSN holds the concession to operate TECAR, a solid bulk terminal, one of the 4 (four) terminals that comprise the Itaguaí Port, in Rio de Janeiro. Importations of coal and coke are carried out through this terminal.casting.

 

·         Logistics

 

i. Railroad

 

CSN has equity interests in three railroad companies: MRS Logística, which manages the former Southeast Railway SystemNetwork of Rede Ferroviária Federal S.A. (RFFSA), Transnordestina Logística S.A. and FTL - Ferrovia Transnordestina Logística S.A. , which operate the former Northeast Railway SystemNetwork of the RFFSA in the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

a) MRS

 

The railroad transportation services provided by MRS are based onfundamental to 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 iswell as part of the steel produced by CSN for the domestic market and for export.export are carried by MRS.

 

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)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 export 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.

b) TLSA and FTL

TLSA and FTL hold the concession of the former RFFSA’s Northeast Network. The Northeast Network totals 4,238 km, divided into two sections: i) Network I, which comprises the São Luiz–Mucuripe, Arrojado–Recife, Itabaiana–Cabedelo, Paula Cavalcante–Macau–Recife, and Propriá–Jorge Lins (Network I) sections, whose concession goes until 2027, held by FTL; and ii) Network II, which comprises the Missão Velha–Salgueiro, Salgueiro–Trindade, Trindade– Eliseu Martins, Salgueiro–Porto de Suape, and Missão Velha–Porto de Pecém sections, whose concession goes until 2057 or until the return of the investment adjusted by 6.75% of the sections, held by TLSA.

 

FS-65F-74

 

 

b) TLSA and FTL

We hold participations in companies that have concessions to operateThe Network links up with the Northeastern railway system, which operatesmain ports in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte and connects with the region’s leading ports,region, offering an important competitive advantage throughby means of opportunities for intermodalcombined transportation solutions and made-to-measure logistics 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.projects tailored to customer needs. 

 

As of December 31, 2013, in compliance with Resolution 4,042/2013 issued by the transportation regulatory agency Agência Nacional de Transportes Terrestres (ANTT) and as a result of a disproportionate spin-off of Transnordestina Logística S.A. occurred on December 27, 2013, CSN held 88.41% of the capital stock of FTL – Ferrovia Transnordestina Logística S.A., 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 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.

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 have an extension of 1,728 km of tracks that will connect the interior of Northeast Brazil to Pecém and Suape Ports. This concession has been granted in 1997 and recently had its original term extended to until the earlier of 2057 or the 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. PortsPort Logistics

 

The Port logistics segmentLogistics Segment consolidates the operation of the terminal built during the post-privatization period of the ports, Sepetiba Tecon S.A or TECON.Tecon.. The Sepetiba terminal features complete infrastructure to meet all the needs of exporters, importers and ship-owners.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 in 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 facility,power plant, in the State of Santa Catarina, with rated capacity of 1,450 MW, where CSN has a share of 29.5%; Igarapava hydroelectric facility,power plant, Minas Gerais, with rated capacity of 210 MW, in which CSN holds 17.9% of the capital; and a thermoelectric co-generation Power PlantCentral unit with rated capacity of 238 MW, which has been operating at the UPV since 1999. For fuel the Power PlantCentral Unit 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 cement production, distribution and salessale operations, which use the slag produced by the Volta Redonda plant’s blast furnaces. In 2011, the clinker used in cement production 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 grindingmilling 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. On 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, beginningBeginning 2013, the Company no longer proportionately consolidates jointly controlled entitiesjoint ventures Namisa, MRS and CBSI.

For segment information preparation and presentation purposes, Management decided to maintain the proportionate consolidation of the jointly controlled entities,joint ventures, 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

For the 2015 closure, after the combination of mining assets (Casa de Pedra, Namisa and Tecar), the consolidated results shall consider all of this new company.

 

 

FS-67F-75

 

 

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 (Namisajoint ventures, corresponding  Namisa 60%). from January to November and Namisa 100% on December.

 

(**) 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.

Adjusted EBITDA is the toolmeasurement based on which the chief operating decision maker measuresassesses the segment performance and the capacity to generate recurring operating cash, and consistsconsisting of profit for the year less net finance income (costs), income tax and social contribution, depreciation and amortization, shareequity in results of profits of investments,affiliated companies, and other operating income (expenses), plus the proportionalproportionate EBITDA of jointly controlled entities. joint ventures.

F-76

Even though it is an indicator used in segment performance measurements,measurement, EBITDA is not a measurement recognized by accounting practices adopted in Brazil or IFRS,IFRS; it 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 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.practices:

 

  

12/31/2015

 

12/31/2014

 

12/31/2013

(Loss) profit for the year

 

1,615,951

 

(112,267)

 

533,994

Depreciation (Note 10 a)

 

1,135,772

 

1,245,131

 

1,093,830

Income tax and social contribution (Note 15)

 

188,624

 

(151,153)

 

74,161

Finance income (cost) (Note 25)

 

3,373,050

 

3,081,433

 

2,511,599

EBITDA

 

6,313,397

 

4,063,144

 

4,213,584

Other operating income (expenses) (Note 24)

 

(2,391,551)

 

566,639

 

568,145

Equity in results of affiliated companies

 

(1,160,348)

 

(331,160)

 

(158,138)

Proportionate EBITDA of joint ventures

 

489,922

 

430,547

 

780,606

Adjusted EBITDA (*)

 

3,251,420

 

4,729,170

 

5,404,197

 

(*) The Company discloses its adjusted EBITDA net 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.

 

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, 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

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. The1960 which has as members of CBS are employees—andthe employees (and former employees—employees) of the Company and some subsidiaries thatwho joined the fund through an agreement, and the employees of CBS itself. The Executive Officers of CBS is comprised offormed by 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 ten 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, called Mixed Supplementary Benefit Plan (‘Mixed Plan”), structured in the form of a variable contribution plan. Employees hired after that date werecan only entitled to join the new Mixed Plan. In addition, all active employees who were participants of the oldformer defined benefit plans had the opportunity to switch to the new Mixed Plan.

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table of contents

 

As of December 31, 20132015 CBS had 33,93933,065 participants (33,037(34,426 as of December 31, 2012)204), of whom 19,32518,430 were active contributors (18,262(19,279 as of December 31, 2012)2014), 9,46013,965 were retired employees (9,587(14,379 as of December 31, 2012)2014), and 5,154670 were related beneficiaries (5,188(788 as of December 31, 2012)2014). Out of the total participants as of December 31, 2013, 13,0612015, 12,091 belonged to the defined benefit plan, 18,45714,960 to the mixed plan, 1,5681,595 to the CBSPrev Namisa plan, and 7634,419 to the CBSPrev plan.

 

The plan assets of CBS are primarily invested in repurchase agreements (backed by federal government bonds)securities), federal government securities indexed to inflation, shares, loans and real estate. As of December 31, 20132015 CBS held 12,788,23120,143,031 common shares of CSN (12,788,231 common shares as of December 31, 2012)2014). The total plan assets of the entity amounted to R$4.14.5 billion as of December 31, 20132015 (R$4.34.2 billion as of December 31, 2012)2014). 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.

 

F-77

For the defined benefit plans “35%35% of the average salary” and “average salary average” and “salary average Supplementation Plan”,supplementation plan, the Company holds a financial guarantee with CBS Previdência, the entity that administratesadministers 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, 20122014 and 2013, there was no need for2015, CSN did not have to pay the installments sincebecause the defined benefit planplans posted actuarial gains for the period.

 

a.27.a) Description of the pension plans

 

Plan covering 35% of the 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 averageAverage salary supplementation 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, also on 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.

 

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 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 benefit-generating fund generating the benefit (loss for indefinite period). 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 CBSOPrevCBS Prev 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 benefit-generating 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.benefit-generating fund.

 

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.27.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-yearfive-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 3,792/09 published by the National Monetary Council (“CMN”).

 

F-78

c.27.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. Benefits.

 

             

Consolidated

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Actuarial asset

 

Actuarial liability

Actuarial asset

 

Actuarial liability

Pension plan benefits (Note 8)

97,051

 

93,546

 

11,139

 

17,939

Pension plan benefits (Note 8 and 14)

114,443

 

97,173

 

25,294

 

11,275

Post-employment healthcare benefits

    

473,966

 

547,652

    

489,074

 

576,480

97,051

 

93,546

 

485,105

 

565,591

114,443

 

97,173

 

514,368

 

587,755

 

The reconciliation of employee benefits’ assets and liabilities is as follows:

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Present value of defined benefit obligation

2,263,012

 

2,666,261

2,430,381

 

2,508,441

Fair value of plan assets

-2,684,783

 

-2,923,483

(2,684,736)

 

(2,745,834)

Deficit/(surplus)

-421,771

 

-257,222

(Surplus)

(254,355)

 

(237,393)

Restriction to actuarial assets due to recovery limitation

335,859

 

181,615

165,216

 

151,495

Liabilities/(assets), net

-85,912

 

-75,607

(Assets), net

(89,139)

 

(85,898)

Liabilities

11,139

 

17,939

25,294

 

11,275

Assets

-97,051

 

-93,546

(114,433)

 

(97,173)

Net liabilities/(assets) recognized in the balance sheet

-85,912

 

-75,607

Net (assets) recognized in the balance sheet

(89,139)

 

(85,898)

 

ChangesThe movement in the present value of the defined benefit obligation during 2013 are2015 is 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

 

12/31/2015

 

12/31/2014

Present value of obligations at the beginning of the year

2,508,441

 

2,263,012

Cost of service

1,807

 

10,114

Interest cost

293,533

 

255,573

Benefits paid

(235,541)

 

(209,891)

Actuarial loss/(gain)

( 137,859)

 

189,633

Present value of obligations at the end of the year

2,430,381

 

2,508,441

    

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table of contents

ChangesThe movement in the fair valuesvalue of the plan assets during 2013 are2015 is as follows:

 

 

 

12/31/2015

 

12/31/2014

Fair value of plan assets at the beginning of the year

(2,745,834)

 

(2,684,783)

Expected return on plan assets

(322,460)

 

(305,469)

Benefits paid

235,830

 

209,891

Actuarial gains

147,728

 

34,527

Fair value of plan assets at the end of the year

(2,684,736)

 

(2,745,834)

 

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, 20132015 are comprised as follows:

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Cost of current services

6,375

 

5,801

Cost of current service

1,807

 

10,114

Interest cost

239,310

 

215,850

293,533

 

255,573

Expected return on plan assets

-263,410

 

-272,406

(322,460)

 

(305,469)

Interest on the asset ceiling effect

16,908

  

18,422

 

39,733

Sponsors' contributions transferred in prior year

 

 

-3,797

-817

 

-54,552

(8,698)

 

(49)

Total unrecognized costs (income) (*)

168

 

-37,477

4

 

117

Total costs/(income) recognized in the income statement

-985

 

-17,075

Total costs (revenue), net (*)

-817

 

-54,552

Total (income) recognized in the income statement

(8,702)

 

(166)

Total (income), net (*)

(8,698)

 

(49)

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(*) Effect of the limit of paragraph 58 (b) of IAS 19Employee Benefits.

 

The (cost)/income is recognized in the income statement in other operating expenses.

 

ChangesThe movement in the actuarial gains and losses in 2013 are2015 is as follows:

 

12/31/2015

 

12/31/2014

Actuarial losses and (gains)

9,869

 

224,160

Restriction due to recovery limitation

(4,208)

 

(224,099)

 

5,661

 

61

Actuarial losses and (gains) recognized in other comprehensive income

5,665

 

178

Unrecognized actuarial (gains) (*)

(4)

 

(117)

Total cost of actuarial losses and (gains)

5,661

 

61

 

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

 

(*) Actuarial (gains) losses resultloss results from the fluctuation in the investments that formcomprised in the CBS’s asset portfolio.

 

Breakdown of actuarial gains and losses:or losses, required by IAS 19:

 

 

12/31/20132014

(Gain)/lossLoss due to change in demographic assumptions (*)

57,015(6,298)

(Gain)/lossLoss due to change in financial assumptions (*)

-586,272(250,280)

Gain)/lossLoss due to experience adjustments to experience

89,275118,718

Return on plan assets (less interest income)

293,160147,729

Actuarial (gains) and losses

-146,8229,869

(*) Breakdown required based on item 41 of IAS 19 (R1).

 

The history of actuarial gains and losses is as follows:

 

12/31/2015

 

12/31/2014

 

12/31/2013

 

12/31/2012

 

12/31/2011

Present value of defined benefit obligations

2,430,381

 

2,508,441

 

2,263,012

 

2,666,261

 

2,153,649

Fair value of plan assets

(2,684,736)

 

(2,745,834)

 

(2,684,783)

 

(2,923,483)

 

(2,384,450)

(Surplus)

(254,355)

 

(237,393)

 

(421,771)

 

(257,222)

 

(230,801)

Experience adjustments to plan obligations

(137,859)

 

189,633

 

(439,983)

 

484,524

 

141,674

Experience adjustments to plan assets

147,728

 

34,527

 

(293,159)

 

456,393

 

(81,038)

 

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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:

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Actuarial financing method

Projected unit credit

 

Projected unit credit

Projected unit credit

 

Projected unit credit

Functional currency

Real (R$)

 

Real (R$)

Real (R$)

 

Real (R$)

Recognition of plan assets

Fair value

 

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 amounts recorded

 

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 the October amounts recorded

 

Best estimate for equity at the end of the fiscal year, obtained based on a projection of the October amounts recorded

Nominal discount rate

11.83%

 

9.31%

13.43%

 

12.20%

Inflation rate

5.00%

 

5.00%

5.70%

 

5.70%

Nominal salary increase rate

6.05%

 

6.05%

6.76%

 

6.76%

Nominal benefit increase rate

6.05%

 

5.00%

5.70%

 

5.70%

Rate of return on investments

11.83%

 

9.31%

13.43%

 

12.20%

General mortality table

Milênio Plan and Medical Care Plan: AT 2000 segregated by gender

 

AT 2000 segregated by gender

Milênio Plan and Healthcare Plan: AT 2000 segregated by gender

 

Milênio Plan and Healthcare Plan: AT 2000 segregated by gender

35% and Supplementary Average Salary plans: AT 2000 segregated by gender (smoothed)

 

35% and Average Salary Supplementation Plans: AT 2000 segregated by gender (10% smoothed)

 

35% and Average Salary Supplementation Plans: AT 2000 segregated by gender (10% smoothed)

Disability table

Mercer Disability with probabilities multiplied by 2

 

Mercer Disability with probabilities multiplied by 2

Light Median

 

Mercer Disability with probabilities multiplied by 2

Disability mortality table

Winklevoss - 1%

 

Winklevoss - 1%

Winklevoss - 1%

 

Winklevoss - 1%

Turnover table

Millennium plan 3% p.a., nil for DB plans

 

Millennium plan 3% p.a., nil for DB plans

Millennium plan 5% 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

100% on the first date he/she becomes eligible for programmed retirement benefit under the plan

 

100% on the first date he/she becomes eligible for programmed retirement benefit under the 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

 

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 retiringwho retire at the age of 65, as shown below:

 

12/31/2015

 

12/31/2014

12/31/2013

 

12/31/2012

BD Plan (*)

 

Milênio Plan (*)

 

BD Plan (*)

 

Milênio Plan (*)

Longevity at age of 65 for current participants

   

 

 

 

 

 

 

 

Male

20.45

 

19.55

20.45

 

19.55

 

20.45

 

19.55

Female

23.02

 

22.17

23.02

 

22.17

 

23.02

 

22.17

       

Longevity at age of 65 for current participants who are 40

   

 

 

 

 

 

 

 

Male

20.45

 

19.55

42.69

 

41.59

 

42.69

 

41.59

Female

23.02

 

22.17

46.29

 

45.30

 

46.29

 

45.30

(*) The BD Plan is part of the 35% and Average Salary Supplementation Plan and the Milênio Plan is part of the Mixed Supplementary Benefit Plan.

 

Allocation of plan assets:

 

 

12/31/2013

 

 

 

12/31/2012

 

 

12/31/2015

 

 

 

12/31/2014

Variable income

118,596

 

4.42%

 

110,668

 

3.79%

25,801

 

0.96%

 

38,167

 

1.61%

Fixed income

2,398,472

 

89.34%

 

2,631,187

 

90.00%

2,492,324

 

92.83%

 

2,538,297

 

93.59%

Real estate

107,386

 

4.00%

 

118,739

 

4.06%

124,306

 

4.63%

 

112,900

 

3.24%

Other

60,329

 

2.24%

 

62,889

 

2.15%

42,305

 

1.58%

 

56,470

 

1.56%

Total

2,684,783

 

100.00%

 

2,923,483

 

100.00%

2,684,736

 

100.00%

 

2,745,834

 

100.00%

 

The actual return on plan assets was R$29,749 as of December 31, 2013 (R$728,800 as of December 31, 2012).

 

FS-73F-81

 

Variable-income assets comprise mainly CSN shares.     

 

The fair value measurements of plan assets 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 incomeFixed-income assets comprise mostly debentures, Certificates of Interbank Deposit Certificates (“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, 2013 was R$740 (R$5,256 as of December 31, 2012).

For the mixed supplementary benefit plan, which has defined contribution components, the expense as of December 31, 20132015 was R$31,54229,887 (R$31,65731,053 as of December 31, 2012).2014  ).

 

For the defined contribution plan CBSPrev Namisa, the expense in 20132015 was R$1,4271,192 (R$1,4661,637 as of December 31, 2012)2014).

 

For the defined contribution plan CBSPrev, the expense in 20132015 was R$1,122.4,460 (R$1,959 as of December 31, 2014).

 

d.27.d) Expected contributions

 

ThereNo contributions are no expected contributions that willto be paid to the defined benefit plans in 2014.2016.

 

For the mixed supplementary pensionbenefit plan, which includes defined contribution components, expected contributions of R$31,820 will30,498 are forecasted to be paid in 2014.

2016.

 

e.27.e) Sensitivity analysis

 

FS-74

table of contents

The quantitative sensitivity analysis regarding the significant assumptions for the pension plans as of December 31, 20132015 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

12/31/2015                                                 

 

Plan covering 35% of the average salary

 

Average salary supplementation plan

 

Mixed supplementary benefit plan (Milênio Plan)

Assumption: Discount rate

        

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

55

(69)

 

(188)

134

 

(945)

966

Effect on present value of obligations

(11,786)

12,640

 

(54,702)

58,756

 

(28,598)

31,054

         

Assumption: Salary growth

        

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

      

500

(425)

Effect on present value of obligations

   

2

(2)

 

2,960

(2,516)

         

Assumption: Mortality table

        

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

399

(373)

 

1,521

(1,418)

   

Effect on present value of obligations

3,109

(2,908)

 

11,903

(11,099)

   
         

Assumption: Benefit adjustment

        

Sensitivity level

1.0%

-1.0%

 

1.0%

-1.0%

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

(955)

941

 

(3,849)

3,752

 

(434)

432

Effect on present value of obligations

(7,083)

6,981

 

(28,686)

27,964

 

(3,948)

3,878

 

The forecast benefits for future yearsbenefit payments of the defined benefit plans for future years are as follows:

 

F-82

Forecast benefit payments

20132015

Year 1Year1

160,574

223,969

Year 2

165,456240,938

Year 3Year3

162,841

251,011

Year 4

160,059261,150

Year 5

157,109

271,337

Next 5 years

735,2921,507,452

Total forecast payments

1,541,3312,755,857

 

f.27.f) Post-employment health care plan

 

ReferRefers to a healthcare plan created on December 1, 1996 exclusively for former 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 healthcare plan does not allow 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:

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Present value of obligations

473,966

 

547,652

489,074

 

576,480

Passivo

473,966

 

547,652

Liabilities

489,074

 

576,480

FS-75

table of contents

 

The reconciliation of liabilities forthe healthcare benefitsbenefit liabilities is as follows:

 

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

 

12/31/2015

 

12/31/2014

Actuarial liability at the beginning of the year

576,480

 

473,966

Cost of current service

67,620

 

53,707

Sponsor's contributions transferred in prior year

(57,525)

 

(46,191)

Recognition of loss/(gain) for the year

(97,501)

 

94,998

Actuarial liability at the end of the year

489,074

 

576,480

 

For the post-employment healthcare benefit plan, the expense as of December 31, 20132015 was R$55,72056,838 (R$51,23454,319 as of December 31, 2012)2014).

 

The actuarial gains and losses recognized in shareholders' equity are as follows:

 

12/31/2013

 

12/31/2012

Actuarial loss on obligation

-88,159

 

77,182

Loss recognized in shareholders' equity

-88,159

 

77,182

 

12/31/2015

 

12/31/2014

Actuarial gain (loss) on obligation

(97,501)

 

94,998

Gain (loss) recognized in shareholders' equity

(97,501)

 

94,998

 

The history of actuarial gains and losses is as follows:follows

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

01/01/2009

12/31/2015

 

12/31/2014

 

12/31/2013

 

12/31/2012

 

12/31/2011

Present value of defined benefit obligation

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

-296,608

489,074

 

576,480

 

473,966

 

547,652

 

457,377

Deficit/(surplus)

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

-296,608

Deficit

489,074

 

576,480

 

473,966

 

547,652

 

457,377

Experience adjustments to plan obligations

-88,159

 

77,182

 

84,575

 

48,301

 

17,232

 

9,023

(97,501)

 

94,998

 

(88,159)

 

77,182

 

84,575

 

The impactweighted average life expectancy based on a one-percent change in the assumed trend rate of the healthcare costmortality table used to determined actuarial obligations is as follows:

 

12/31/2015

 

12/31/2014

Longevity at age of 65 for current participants

 

 

 

Male

19.55

 

19.55

Female

22.17

 

22.17

 

 

 

 

Longevity at age of 65 for current participants who are 40

 

 

 

Male

41.59

 

41.59

Female

45.30

 

45.30

 

 

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

 

F-83

The actuarial assumptions used for calculating postemployment healthcare benefits were:

 

12/31/2013

 

12/31/2012

12/31/2015

 

12/31/2014

Biometrics

 

 

 

 

 

 

General mortality table

AT 2000 segregated by gender

 

AT 2000 segregated by gender

AT 2000 segregated by gender

 

AT 2000 segregated by gender

Turnover

n/a

 

n/a

N/A

 

n/a

Household

Actual household

 

Actual household

Actual household

 

Actual household

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

Actuarial nominal discount rate

11.83%

 

9.31%

13.43%

 

12.20%

Inflation

5.00%

 

5.00%

5.70%

 

5.70%

Nominal increase in medical cost based on age

5,53% - 8,15%

 

5,53% - 8,15%

6,23% - 8,87%

 

6.23% - 8.87%

Nominal medical costs growth rate

8.15%

 

8.15%

8.87%

 

8.87%

Average medical cost

380.05

 

345.61

515.37

 

417.12

 

g.27.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, 20132015 is as follows:

 

  

12/31/2013

  

12/31/2015

 

Medical Assistance Plan

 

Healthcare Plan

Assumption: Discount rate

 

Assumption: Discount rate

 

Assumption: Discount rate

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

14,986

15,107

Effect on current service cost and on interest on actuarial obligations

119

(159)

Effect on present value of obligations

 

-18,916

20,579

 

(16,615)

17,905

 

 

 

 

Assumption: Salary growth

 

Assumption: Medical Inflation

 

Assumption: Medical Inflation

Sensitivity level

 

1.0%

-1.0%

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

20,519

10,364

 

5,449

(4,750)

Effect on present value of obligations

 

46,275

(39,605)

 

40,673

(35,471)

    

Assumption: Mortality table

 

Assumption: Mortality table

 

Assumption: Mortality table

Sensitivity level

 

1.0%

-1.0%

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

12,426

17,750

 

(3,084)

3,184

Effect on present value of obligations

 

-22,161

22,858

 

(22,967)

23,708

 

The forecast benefits for future yearsbenefit payments of the postemployment healthcare plans for future years are as follows:

 

Forecast benefit payments

 

20132015

Year 1

 

39,57749,755

Year 2

 

37,40051,975

Year 3

 

35,23554,141

Year 4

 

33,08956,219

Year 5

 

30,96658,180

Next 5 years

 

124,419314,470

Total forecast payments

 

300,686584,740

 

 

FS-77F-84

 

29.28.  GUARANTEES

The Company is liable for guarantees forof its subsidiaries and jointly controlled entities,joint ventures as follows:follows:

 

Currency

 

Maturities

 

Loans

 

Tax foreclosure

 

Other

 

Total

Currency

 

Maturities

 

Borrowings

 

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

    

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

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

R$

 

Up to 19/09/2056 and indefinite

 

2,544,600

 

2,451,682

 

39,559

 

38,766

 

5,991

 

5,975

 

2,590,150

 

2,496,423

                   

FTL - Ferrovia Transnordestina

R$

 

11/15/2020

 

125,250

           

125,250

  

R$

 

15/11/2020

 

81,700

 

140,550

     

450

 

142

 

82,150

 

140,692

                   

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 Cimentos (*)

          

26,423

   

39,776

   

66,199

Cia Metalurgica Prada

R$

 

Minute 10/02/2016 and indefinite

     

333

 

10,133

 

19,340

 

19,340

 

19,673

 

29,473

CSN Energia

R$

 

Indefinite

     

2,829

 

4,192

     

2,829

 

4,192

R$

 

Indefinite

     

2,829

 

2,829

     

2,829

 

2,829

                   

Congonhas Minérios

R$

 

5/21/2019

 

2,000,000

 

2,000,000

 

 

 

 

 

 

 

 

 

2,000,000

 

2,000,000

R$

 

9/22/2022

 

2,000,000

 

2,000,000

         

2,000,000

 

2,000,000

                   

Fundação CSN

R$

 

Indefinite

 

1,003

 

1,003

         

1,003

 

1,003

R$

 

Indefinite

 

1,003

 

1,003

         

1,003

 

1,003

Estanho de Rondônia

              

106

   

106

Outros (**)

R$

 

1/1/2016

 

12,000

           

12,000

  
                                      

Total in R$

 

 

 

 

4,001,613

 

3,634,838

 

59,985

 

41,528

 

229,212

 

68,879

 

4,290,810

 

3,745,245

    

4,639,303

 

4,593,235

 

42,721

 

78,151

 

25,781

 

65,339

 

4,707,805

 

4,736,725

                   

CSN Islands VIII

US$

 

 

 

 

 

550,000

 

 

 

 

 

 

 

 

 

 

 

550,000

                   

CSN Islands IX

US$

 

1/15/2015

 

400,000

 

400,000

         

400,000

 

400,000

      

400,000

           

400,000

                   

CSN Islands XI

US$

 

9/21/2019

 

750,000

 

750,000

 

 

 

 

 

 

 

 

 

750,000

 

750,000

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

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

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

 

 

      

100,000

           

100,000

                   

Total in US$

    

3,465,708

 

3,900,000

 

 

 

 

 

 

 

 

 

3,465,708

 

3,900,000

    

2,950,000

 

3,450,000

         

2,950,000

 

3,450,000

                                      

CSN Steel S.L.

EUR

 

1/31/2020

 

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

EUR

 

1/31/2020

 

120,000

 

120,000

         

120,000

 

120,000

                   

Lusosider Aços Planos

EUR

 

Perpetual

 

25,000

 

25,000

         

25,000

 

25,000

Total in EUR

    

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

    

145,000

 

145,000

         

145,000

 

145,000

Total in R$

 

 

 

 

8,505,948

 

8,218,991

 

 

 

 

 

 

 

 

 

8,505,948

 

8,218,991

    

12,135,468

 

9,631,805

         

12,135,468

 

9,631,805

    

12,507,561

 

11,853,829

 

59,985

 

41,528

 

229,212

 

68,879

 

12,796,758

 

11,964,236

    

16,774,771

 

14,225,040

 

42,721

 

78,151

 

25,781

 

65,339

 

16,843,273

 

14,368,530

(*) Company incorporated in May 2015.

(**) Guarantees for the subsidiaries Companhia Metalurgica Prada, Cia Metalic Nordeste, Sepetiba Tecon, Nacional Minérios, CSN Energia and Ersa.

 

 

FS-78F-85

 

30.29.  COMMITMENTS

 

a.29.a) Take-or-pay contracts

 

As of December 31, 20132015 and 2012,2014, 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

  

Payments in the period (in
millions of R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

Type of service

 

2014

 

2015

  

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

Transportation of iron ore, coal, coke, steel products, cement and mining products.

 

263,266

 

197,646

  

624,459

 

595,951

 

595,951

 

595,951

 

3,916,115

 

6,328,427

Unloading, storage, movement, loading and railroad transportation services.

 

5,570

               

Supply of power, natural gas, oxygen, nitrogen, argon and iron ore pellets.

 

1,011,416

 

1,023,465

  

342,817

 

32,205

 

32,205

 

32,205

 

64,409

 

503,841

Processing of slag generated during pig iron and steel production

 

49,739

 

104,013

  

18,743

 

8,507

 

8,507

 

7,074

 

22,988

 

65,819

Manufacturing, repair, recovery and production of ingot casting machine units.

 

40,250

 

127,776

  

2,885

         

2,885

  

1,370,241

 

1,452,900

  

988,904

 

636,663

 

636,663

 

635,230

 

4,003,512

 

6,900,972

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b.29.b) Concession agreements

 

Minimum future payments related to government concessions as of December 31, 20132015 fall due according to the schedule set out in the following table:

 

Company

  

 

 

 

 

 

 

 

 

 

  

Concession

Type of service

 

$2,014.00

 

$2,015.00

 

$2,016.00

 

$2,017.00

 

After 2017

 

Total

 

Type of service

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

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

 

30-year concession granted on December 31, 1997, renewable for another 30 years, to develop public service and operating the railway system in northeastern Brazil. The northeastern railway system covers 4238 kilometers of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

8,229

 

8,229

 

8,229

 

8,229

 

65,832

 

98,748

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

 

Concession to operate the TECAR, a solid bulk terminal, one of the four terminals that make up the Port of Itaguai, located in Rio de Janeiro. The concession agreement expires in 2022, renewable for another 25 years.

 

125,326

 

125,326

 

125,326

 

125,326

 

3,509,116

 

4,010,420

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

 

25-year concession started in July 2001, renewable for another 25 years to operate the container terminal at the Port of Itaguai.

 

27,927

 

27,927

 

27,927

 

27,927

 

181,523

 

293,231

 

 

308,775

 

308,775

 

308,775

 

308,775

 

1,945,958

 

3,181,058

   

161,482

 

161,482

 

161,482

 

161,482

 

3,756,471

 

4,402,399

 

F-86

c.29.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 wire rod. The facilities will use scrap and pig iron as their main raw materials.

·         Iron ore project

The expansion plan projects producing 89 Mtpa of iron ore products and increase port capacity by 84 Mtpa in TECAR. In the first stage, CSN project producing up to 66 Mtpa of iron ore and is investing in expanding sea port capacity in Itaguaí, or TECAR, to 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.

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·Nova Transnordestina project

 

The Nova Transnordestina project includes building 1,7281,753 km inof new, next-generation, wide-gauge tracks. The project posts a 39%55% progress and completion is estimated for 2017 (completion period currently under review and discussion with the end of 2016.responsible agencies). The Company expects that the investments will permit Transnordestina Logística S.A. to boost the transportationtransport of several products, such as iron ore, limestone, soy, cotton, sugarcane, fertilizers, oil, and fuel. ConcessionaireThe concessionaire of the Nova Transnordestina project untilholds the concession through no longer than 2057: the concession2057, and can be terminated before this date if the minimum return agreed with the Government is reached. Transnordestina has already obtained the required environmental permits, and purchased part of the equipment, andcontracted some of the services, and in certain regions the project is at an advanced implementation stage.

 

The financing sources of financing for 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 anunder Permanent Track Use Agreement.contracts.

The budget to conclude the project is under review, currently it is being analyzed by the competent agencies (shareholders), and it is expected that the reviewed budget will be as follows: Missão Velha-Salgueiro: R$0.4 billion, Salgueiro-Trindade: R$0.7 billion, Trindade-Eliseu Martins: R$2.4 billion, Missão Velha-Porto de Pecém: R$3 billion, Salgueiro-Porto de Suape: R$4.7 billion, amounting R$ 11.2 billion.

 

The Company guarantees 100% of TLSA’s financing granted by Banco do Nordeste/FNE and the BNDES, and 40%50.97% of the debentures issued by FDNE.FDNE  (includes the corporate guarantee of 48.47%, a collateral letter of 1.25% issued to BNB and the corporate guarantee of 1.25% pledged to BNB). 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 assessing growth opportunities in other regions.

·CSN’s Logistic Platform Project in Itaguaí30.  

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 of iron 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 operation service agreement

On December 30, 2008, CSN entered into an agreement for the provision of port services to Namisa for a 34-year period, consisting of receiving, handling, storing and shipping Namisa’s iron ore in annual volumes that range from 18.0 to 39.0 million 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 for iron ore.

II. High silicon ROM

On December 30, 2008, CSN entered into an agreement for the supply of high silicon ROM ore to Namisa for a period of 30 years in volumes that range from 42.0 to 54.0 million metric tons per year. CSN has received approximately R$1.6 billion as an advance for part of the payments due for the supplies made under this agreement.

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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 Namisa 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 for 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, Life and Casualty, Health Coverage, Fleet Vehicles, D&O (Civil Liability Insurance for Directors and Officers), General Civil Liability, Engineering Risks, Sundrynaming Risks, Export Credit, Performance Bond and Port Operator’s Civil Liability.

 

In 2013,2015, after negotiation with insurers and reinsurers in Brazil and abroad, an Insurance Issue Certificateinsurance policy was issued for the contracting of a policy of Operational Risk of Property Damages and Loss of Profits, with effect from JuneSeptember 30, 20132015 to JuneSeptember 30, 2014.2016. Under the insurance policy, the LMI (Maximum Limit of Indemnity) is US$500,000,000600,000,000 and covers the following units and subsidiaries of the Company:  Usina Presidente Vargas, Mineração Casa de Pedra, CSN Paraná, Terminal de cargas Tecar, Terminal Tecon, Namisa,Congonhas Minérios, CSN Handel and Namisa Handel. CSN takes responsibility for a range of retention of US$300,000,000375 million in excess of the deductibles for property damages and loss of 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 examinedaudited by our independent auditors.

 

F-87

32.31.  ADDITIONAL INFORMATION TO CASH FLOWS

In 2015, the Company incorporated the subsidiary CSN Cement and realized the drop down of Casa the Pedra, Tecar, investment in Namisa and MRS assets. Part of the net assets, shown in note 9, is not included in the statement of cash flows.

In addition, the following table provides additional information on transactions related to the statement of 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

   

Consolidated

 

12/31/2015

 

12/31/2014

Income tax and social contribution paid

134,920

 

98,040

Addition to PP&E with interest capitalization

166,366

 

165,789

Acquisition of fixed assets without adding cash

566,413

 

 

Subsidiary capitalization from granted loan

3,229

  

 

870,928

 

263,829

(*) 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.

33.32.    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.

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34.SUBSEQUENT EVENTS

·Debentures • Usiminas– 7th issue

In

As of March 20132016, the Company issued 40,000 nonconvertible, unsecured debentures, in single series, inUsiminas’ Board of Directors approved a capital increase amounting to R$64,882, through the total amountissuance of R$400,000,000 bearing interest at a rate50,689,310 preferred shares. Consequently on April 22, 2016 CSN exercised its right of 111.20% of the CDI rate per annum, and mature in March 2021, with early redemption option.subscription, paying R$11,603 by 9,064,856 preferred shares.

The net proceeds raised by the CompanyUsiminas’ Board of Directors approved in April 2016 an increase in its share capital amounting to R$1,000,000, through the issue will be usedissuance of 200,000,000 new common shares, with a deadline for exercising the preferential right to partially settleacquire the 1st installment amortizationsaid shares up to 23 May 2016. The company continues to evaluate alternatives related to the investment in Usiminas, including additional purchases of the Company’s 6th debenture issue, that due on March 30, 2014.shares.

·Conselho Administrativo de Defesa Econômica – CADE Decision - Usiminas

On April 10, 2014 CADE issued its decision on the matter and a28, 2016, CSN elected, for two years term of undertaking (Termo de Compromisso de Desempenho), or TCD, was executed by CADEoffice, two fixed 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 establishedtwo alternate members in the TCD.

·Prepayment loan

On 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.

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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

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table of contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To theUsiminas’ Board of Directors and, Shareholdersfor one year term, one fixed and one alternate member in the Usiminas’ Fiscal Committee. The election was made possible through the flexibility and exceptional decision from CADE (Administrative Council for Economic Defense) in relation to the TCD (Performance Commitment Agreement) signed by CSN and the said Council in 2014. The mentioned decision´s flexibility was approved by the majority of CADE's Board at the meeting on 27 April 2016.

Nacional Minérios S/A.

São Paulo – SP, Brazil

• Conduct Adjustment Agreement

On April 12, 2016 CSN entered into a Conduct Adjustment Agreement with the Environment Department of the State of Rio de Janeiro, the Environment Control Commission of the State of Rio de Janeiro and the Environment Institute of the State of Rio de Janeiro (INEA) comprising the resolution of all pending environmental issues related to the Presidente Vargas Steelworks (UPV), thereby ensuring the continuation of its operations.

 

We have audited the accompanyingBy September 2017, CSN will invest R$178 million in production process improvements, which are not accrued in this consolidated balance sheetinterim financial information, and will pay R$22 million to INEA to be used in environmental programs in Volta Redonda region. These related compensations of Nacional Minérios S/A. and subsidiaries (the "Company")R$22 million were substantially recorded as provision for contingencies as of DecemberMarch 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.2016.

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.

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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.

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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.


Deloitte Touche Tohmatsu

Nacional Minérios S.A.

Financial Statements

For the Eleven Month-Period Ended
November 30, 2015 and

Independent Auditor’s Report

Deloitte Touche Tohmatsu Auditores Independentes

 

© 2015 Deloitte Touche Tohmatsu. All rights reserved.

 

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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.

 

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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.

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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.

Nacional Minérios S.A.

 

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Nacional Minérios s.a.

Notes to the Financial StatementsNOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARSELEVEN MONTH-PERIOD ENDED NOVEMBER 30, 2015 AND YEAR ENDED DECEMBER 31, 2013 AND 20122014

(In thousands of Brazilian reaisReais - 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. ItsBrazil, with its registered head office islocated 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 carrycarries out their mining operations in the Ferriferous Quadrilateral, in the State of Minas Gerais, where the Company hasthey have ore mining rights and iron ore processing facilities. The Company also has an integrated logistics network, based onby means of long-term contracts with CSN,MRS and Congonhas, consisting on a railroad and port facilities, respectively, 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, in the State of Minas Gerais, to Itaguaí, in the State of Rio de Janeiro.

Own iron ore, added to the iron ore purchased from third parties, is basicallywas substantially sold in the international market, mainlymostly 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 the foreign exchange rate. All these factors are beyond the Company’s control.

Change of control and liquidation of Namisa

The Company was jointly controlled until November 30, 2015 under a Shareholders’ Agreement entered into 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 the Company’s shares.

On December 11, 2014, the CSN Board of Directors approved the establishment of a strategic alliance with the Asian Consortium (“Transaction”). The Transaction consisted of a business combination whereby the Asian Consortium negotiated its equity interest of the Company (40%) to participate in Company Congonhas Minérios S.A. (“Congonhas”), a mining subsidiary of CSN.

The Transaction was concluded through the signing of an Investment Agreement, a new Congonhas Shareholders Agreement and a new Namisa Shareholders Agreement on November 30, 2015. As from this date, Namisa became fully controlled by Congonhas. Although certain corporate steps and financial settlements were concluded on December 31, 2015, all the risks and rewards related to Namisa’s equity instruments were transferred to Congonhas on November 30, 2015.

Based on Investment Agreement, CSN and Asian Consortium agreed to transfer the assets related of mining rights of Fernandinho, Cayman and Pedras Pretas to Mineração Nacional S.A., a company controlled by CSN. The total amount of net assets transferred to CSN in the

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transaction is described in the note 25. The transaction was conclude through a capital reduction made on November 30, 2015.

The parties also agreed that Namisa Handel GmbH, an indirect subsidiary of the Company, acquires CSN Handel GmbH, a foreign subsidiary company controlled by CSN. Both steps of the transaction was concluded on November 30, 2015 and was reflected in these financial statements. Detailed information is provided in the note 3.1.

As result of the conclusion of the transaction between CSN and Asian Consortium, on December 31, 2015, the Company was incorporated by Congonhas. Since January 1st, 2016, the operations of Namisa’s assets was carried out by Congonhas.

As a result of the transaction, these financial statements are being prepared to be included at the 20-F filing of CSN and are presented for the period through the date that CSN had an equity interest in Namisa.

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).

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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 basis of presentation also considers that the company will be incorporate by Congonhas on December 31, 2015, and Congonhas will assume its rights and obligations.

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 reaisReais (R$), which is the Company'sCompany’s functional currency.

In 2012 the Company 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)  BalancesTransactions and transactionsbalances

Foreign currency-denominated transactions are translated into the functional currency using the exchange rates effective onprevailing at the dates of the transaction or the dates of valuation dates when such 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,yearend, related to foreign currency denominated monetary assets and liabilities, are recognized in the income statement under “Foreignline item ‘Foreign exchange gains net”(losses), 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 applicationTheapplication 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.

 

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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 refercorrespond 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 decommissioningretirement and impairmentrestoration 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 value or realizable values.value.

d)    Trade receivables

CorrespondRefer 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 usingIf the effective interest methodcollection period is equivalent to one year or less, an allowance for impairment losses, if necessary. Foreign trade receivables are adjusted usingclassified in current assets. Otherwise, they are recorded in noncurrent assets.

Trade receivables comprise invoices issued (quantities, humidity indexes and preliminary quality grades), valued based on the exchange rates prevailingcommodity price established by Platts, at the endshipment date, according to the agreement with each customer.

Every month, when applicable, outstanding balances are marked to market based on the future quotation price of the reporting period.commodities that would be used for the final settlement, when issuing the final invoices.

The final invoices, which finalize the export transactions and are generally issued after receiving and analyzing the commodities (approval of quantities, humidity indexes and metal grades by the customers) are valued as established in each contract.

The result of the adjustments required, both for issuing the final invoices and for marking to market, is recognized as proceeds from sale when occurred.

Based on the history of realization of receivables, Management does not consider necessary to recognize a provision for losses.

e)     Inventories

Inventories are carriedStated at the lower of cost and net realizable value. CostIron ore is determined usingrecognized from the weighted average cost methodtime it is physically extracted at the mine. The Company uses the absorption costing method. Direct costs are allocated based on the acquisitionobjective recording and indirect costs are allocated by apportionment, based on normal production capacity, and include costs incurred on purchase of raw materials. Theinventories, production and processing 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 completionincurred to bring inventories to their current locations and costs necessary to make the sale.conditions.

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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, plusthey included contractually agreed interest until December 12, 2014 (see note 8)8.c)). The advances are realized whenwhen: (i) the raw materials are delivered and port services are provided; and (ii) 34% of the interest calculated monthly is received in cash. The portion not expected to be realized within 12 months is classified inas noncurrent assets.

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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 thedismantling 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.acquired.

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 expenses, net, in the income in profit or loss.statement.

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 theeach reporting period, and possibleany adjustments are recognized as changes in accounting estimates.

Exploration expenditures are recognized as expenses until the viabilityfeasibility 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;studies.

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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 areh)subsequently amortized over the useful life of the mine based on proven and probable reserves.

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table of contentsNon-current assets held for sale

Post-production stripping costsNon-current assets and disposal groups are includedclassified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the cost of the inventory produced (that is extracted), except when a new campaign is launchedsale, which should be expected to permit the access to a significant new ore body. In such cases, the cost is capitalizedqualify for recognition as a non-current assetcompleted sale within one year from the date of classification. Noncurrent assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and amortized during the extraction of the ore body.fair value less costs to sell.

h)i)      Intangible assets

ConsistRefer basically ofto goodwill arising on the acquisition of subsidiary subsequentlyalready merged, as detailed in note 12, recognized as the positive difference between the price paid and the net fair value of the acquiree’sacquirer’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 GeneratingCash-Generating Unit (CGU), dedicated exclusively to iron ore processing, to which goodwill was allocated for impairment test purposes.

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i)j)      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 allowancea provision 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 orand its fair value less costs to sell.

j)k)    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.

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k)l)      BorrowingsLoans and financing

Adjusted through the end of the reporting period according to exchange fluctuationfluctuations or for inflation indices,indexes, and the financial charges incurred, as contractually agreed.

l)m)  Employee benefits – pension–pension fund and variable compensation program

The Company sponsors a pension plan created in 2012, managed by a private 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.sponsor (50%) and by the employees (50%).

The regular contributions to the pension plan cover the net costs and are recognized in profit or lossthe income statement 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 fundedtended 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.

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m)n)    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 providedaccrued 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 isare disclosed in the explanatory notes. Contingent liabilities whose likelihood of loss is assessed as remote are neither providedaccrued for nor disclosed, and legal obligations are recognized as payable.payables.

n)o)    Income tax and social contribution

Taxes on incomeprofit 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 associateddifferencesassociated with investments in subsidiaries and controlled entities when it is probable that they will not reverse in the foreseeable future.

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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.

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o)p)    Investments

As mentioned in note 10, the 10% of preferred shares of MRS Logística is the only investment of the Company and is measuredInvestments are stated at historical cost, less a provision for impairment, where applicable.

p)q)    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 the shareholders at the General Meeting. As mentioned

r)Segment information

The financial statements do not include segment information because the Company operates only in note 16, theShareholders are discussing the long-term agreements entered intoiron ore processing and sale operating segment, which is consistent with Companhia Siderurgica Nacionalthe internal reports used as basis for purchases of raw materialsthe Executive Committee's assessments and port services, and accordingly dividends decisions have been extensively discussed before any distribution.

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q)s)     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,Company, 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)t)      Finance income and finance costs

Finance income comprises interest earned on short-term investments and prepayments to related parties, dividends (except for dividends received by investees measuredaccounted for under equity method at the parent)method), and changes in the fair value of financial assets measured at fair value through profit or loss. Interest income is recognized in profit or lossthe income statement under the effective interest method. Dividend income is recognized in profit or lossthe income statement when the Company’stheCompany’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

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Finance costs include costs on interest on borrowings,loans, 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. BorrowingLoans costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are measured through profit or lossthe income statement using the effective interest method.

Exchange gains and losses are reported on a net basis.

s)u)    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)(ii) 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 orand 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 soldprincipally for the purpose of selling them in the short term. A financial asset that is not held for trading canmay bedesignated as at fair value through profit on initial recognition, when such designation would eliminateeliminates or significantly reduce an inconsistency in thereduces a measurement or recognition.recognition inconsistency.

Financial assets at fair value through profit or loss are measuredstated at fair value, together with any gains andor losses recognized in profit or loss for the year.income statement. Net gains or losses recognized in profit or loss includethe income statement incorporate any dividends or interest earned byon the financial asset.

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(ii)   Loans and receivables

These consist ofare 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 forany impairment, losses, whenwhere applicable. Interest income is recognized using the effective interest method.

Effective interest method

AIt is a method used to calculateof calculating the amortized cost of a financial asset or a financial liability and allocateof allocating interest income or interest expenses over the relevant period. The effective interest rate is the rate that exactly discounts the estimated future cash paymentsreceipts or receiptspayments (including all fees paid or received that areform an integral part of the effective interest rate,transaction costs, and other premiums or discounts) through the expected life of the financial asset, life, or, whenwhere appropriate, for a shorter period.

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Nacional Minérios S.A.

·     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)v)    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 - IASBthat are not yet 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

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·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 standards and IFRS interpretations issued by the IASB are not yet effective and were not early adopted by the CompanyGroup for the yeareleven months ended December 31, 2013:November 30, 2015:

Standard

Description

Effective date

 

IAS 3216 and IAS 38

Property, Plant and Equipment andIntangible Assets – in May 2014 these accounting standards were revised to clarify that the revenue method will no longer be permitted for depreciation or amortization purposes.

 

2016

IFRS 10 and IAS 28

Consolidated Financial Instruments: PresentationStatements, on andInvestments in Associates and Joint Ventures – in September 2014 a revision was issued proposing that the offsettinggain or loss resulting from the sale or contribution of assets and liabilities. Provides additional clarificationsa subsidiary that does not constitute a business as defined in IFRS 3 to an investor’s subsidiary or joint venture should only be recognized to the application guidance in IAS 32 onextent of the requirement to offset financial assets and financial liabilitiesunrelated investors' interests in the balance sheet.subsidiary or joint venture.

January 1, 20142016

 

Revised IFRS 10, IFRS12 and IAS27

7

The amendmentsFinancial Instruments: Disclosures – in September 2014 the IASB revised IFRS 7 to IFRS10 define an investment entityprovide guidance to clarify whether a servicing contract is continuing involvement and require athat the additional disclosure requirements are not specific for interim reporting entity that meetsperiods. This change has not yet been ratified by 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 consolidatedCPC and separate financial statements.

The amendments to IFRS 12 and IAS 27 introduce new requirements to the disclosure of investment entities.should be adopted from 2016, with earlier application permitted.

 

January 1, 20142016

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

 

 

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Nacional Minérios S.A.

Standard

Description

Effective date

 

IFRS 9

Financial Instruments. IFRS 9 retains, but simplifies, the mixedcombined measurement model and establishes two primarymain measurement categories forof financial assets: amortized cost and fair value. The classification basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. Theasset's contractual cash flow.

IFRS 9 retains most of IAS 39 requirements for financialliabilities.

The main change refers to those cases where thefair value of thefinancialliabilities must be segregated so that the fair value portion related to the entity’s credit risk is recognized in “Other comprehensive income” and not in profit or loss for the period.

The guidance on IAS 39 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.is still applicable.

2018

 

 

 

IFRS 11

 

 

January 1, 2015

The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 for a business combination. The amendments also make it clear that the equity interest previously held in a joint operation is not re-measured on the acquisition of an additional equity interest in the same joint operation for as long as joint control is retained.

2016

IFRS15

Revenue from Contracts with Customers.This new standard introduces the principles that an entity will apply to determine the revenue measurement and when such revenue shall be recognized.

IFRS15 replaces IAS 11Construction Contracts, IAS 18Revenue, and related interpretations.

2018

IFRS16

Defines the principles for recognition, measurement,

presentation and disclosure of leases. IFRS 16 replaces IAS17 - Leases and related interpretations.

2019

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The Company doesThere are no other standards, amendments to standards and interpretations not expectedyet effective that these new standards willthe Group expects to have a material impact on its financial statements in 2014.statements.

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Nacional Minérios S.A.

 

3.        CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries are 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 fromobtained through the date when suchthe control ceases. The subsidiaries’ accounting policies are aligned with the policies adopted by the Company.

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 inbetween 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.

 

Equity interests (%)

 

Companies

2015

2014

Main activities

 

 

 

Direct interest:

   

Full consolidation

   

Namisa International Minérios, S.L.U.

100.00

100.00

Financial transactions, product sales and holding equity interests

   

Indirect interests:

   

Full consolidation

   

Namisa Europe, LDA.

100.00

100.00

Ore sale and financial transactions

Namisa Handel GmbH

100.00

100.00

Ore sale and financial transactions

CSN Handel GmbH

100.00

-

Ore sale and financial transactions

Namisa Ásia Limited

100.00

100.00

Commercial representation

3.1 ACQUISITION OF CSN HANDEL GMBH

On November 30, 2015 Namisa’s subsidiary Namisa Handel GmbH acquired from CSN its wholly-owned subsidiary CSN Handel GmbH. This acquisition was foreseen in the Investment Agreement entered into by CSN and the Asian Consortium, as mentioned in Note 1, as part of the restructuring of the mining activities concentrated on Congonhas Minérios S.A. The purpose of Namisa Handel and CSN Handel is to trade iron ore in the international market.

As per the Investment Agreement the transaction price shall be paid up to 4 months as from the transaction date and was determined considering the net assets at their book value as of November 30, 2015, which was of R$71,720. The transaction did not generate gain nor loss.

The assets acquired and the liabilities assumed of CSN Handel, which were merged into Namisa, are described in Note 25.

In accordance with IFRS 3, this transaction was considered a business combination under common control and was recorded at book value and, consequently, the acquisition method was not applied.

 

 

 

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Nacional Minérios S.A.

 

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4.        CASH AND CASH EQUIVALENTS

 

 

 

2013

 

2012

2015

2014

 

 

 

 

 

Cash and bank deposit accounts

 

3,626

 

2,675

16,009

2,105

Short-term investments:

 

 

 

 

Short-term investments

 

In Brazil (a)

 

507,065

 

433,121

150,791

516,743

Abroad (b)

 

4,304,520

 

3,645,629

366,970

4,980,291

 

4,811,585

 

4,078,750

517,761

5,497,034

Total

 

4,815,211

 

4,081,425

533,770

5,499,139

 

(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 approximatelyuntil 0.82% per year (0.35% to 0.8%0.55% per year.

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table of contentsyear in 2014).

5.        TRADE RECEIVABLES

  
 

2013

 

2012

2015

2014

     

Current:

     

Trade receivables - related parties (note 8)

 

403

 

293,998

180,068

2,751

Domestic customers

 

1,868

 

855

Foreign customers

 

218,468

 

203,725

540,991

123,975

Total

 

220,739

 

498,578

721,059

126,726

 

As of November 30, 2015 and December 31, 2013 and 2012,2014, there were no past-due receivables and the average days on sales outstanding over the year was 4737 days (40(41 days in 2012)2014).

To determine the recovery of trade receivables recoverability, 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 INVENTORIES

 

 

 

2013

 

2012

2015

2014

 

 

 

 

 

Finished goods

 

42,192

 

157,383

36,370

37,546

Raw materials

 

9,259

 

6,391

571

8,974

Storeroom supplies

 

32,892

 

33,154

27,352

30,931

Inventories in transit

 

1,256

 

2,958

Total

 

85,599

 

199,886

64,293

77,451

 

 

 

 

The

The Company assesses periodically the need to recognize an allowancea provision for inventory lossesat realizable value and, as of November 30, 2015 and December 31, 2013 and 2012,2014, there was no need to recognize such an allowance.a provision.

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Nacional Minérios S.A.

7.        RECOVERABLE TAXES

 

 

2015

2014

 

2013

 

2012

 

 

 

 

 

Prepaid income tax and social contribution

 

8,071

 

93,933

Income tax and social contribution overpaid

21,542

729

State VAT (ICMS)

 

148,974

 

144,990

135,934

137,386

Taxes on revenue (PIS and COFINS)

 

4,396

 

43,099

-

4,980

Withholding Income Tax (IRRF)

 

10,814

 

5,064

8,134

1,384

Other

 

207

 

4,114

168

276

Total

 

172,462

 

291,200

165,778

144,755

 

 

 

 

 

Current assets

 

47,866

 

150,891

Noncurrent assets

 

124,596

 

140,309

Current

35,578

21,077

Noncurrent

130,200

123,678

Total

 

172,462

 

291,200

165,778

144,755

 

The non-currentincrease on income tax and social contribution overpaid refers to credits of income tax on financial investments redemptions only used to reduce tax payable on December, 2015 (there was no taxable income until November).

The noncurrent portion refers basically to ICMS credits. Namisa is predominantly an export company, accumulating ICMS credits in its branches, mainly in CongonhasCongonhas-MG due to its mining processingoperations with CSN and also in Ouro Preto and Fernandinho due to its purchases of electric power and diesel oil.diesel.

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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 allowanceprovision for impairment of these credits.

The Company has been successful in realizing the ICMS credits through the acquisition of trucks for transportationiron ore transportation. As described in note 1 to the financial statements, the Company will be merged into Congonhas Minerios, the Company ensures that it will use the entire balance of iron ore.ICMS credits in domestic sales, mainly to supply CSN’s demands.

8.        RELATED-PARTY BALANCES AND TRANSACTIONS

The Company’s operations are integrated with CSN, including service provision,mainly the supply of iron ore supply, infrom Casa Pedra, the port loading inat the Coal Terminal (“TECAR”)(TECAR) in Itaguaí, RJ, and the use of railway transportation transactions, the latter with MRS Logística S.A.  (“MRS Logística”).

As of November 30, 2015 and December 31, 2013 and 2012,2014, the balances of assets and liabilities and the transaction amounts are as follows:

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Nacional Minérios S.A.

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

         

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table of contents

 

2015

2014

  

MRS

Asian

  

MRS

Asian

 
 

CSN

Logística

Consortium

Total

CSN

Logística

Consortium

Total

         

Assets

        

Current assets:

        

Trade receivables

180,068

-

-

180,068

2,751

-

-

2,751

Other receivables (1)

147,335

-

-

147,335

51,874

-

-

51,874

Dividends (1)

-

15,156

-

15,156

-

9,011

-

9,011

Prepayments (2)

113,847

-

-

113,847

247,077

-

-

247,077

Total

441,250

15,156

-

456,406

301,703

9,911

-

310,714

Noncurrent assets:

 

 

 

 

    

Prepayments (2)

9,310,901

-

-

9,310,901

9,236,170

-

-

9,236,170

Total

9,310,901

-

-

9,310,901

9,236,170

-

-

9,236,170

 

 

 

 

 

    

Liabilities

        

Current liabilities:

 

 

 

 

    

Trade payables

549,141

3,342

-

552,483

11,558

2,314

-

13,872

Loans and financing (note 13)

-

-

-

-

364,118

-

-

364,118

Dividends (note 16)

694.080

-

462,720

1,156,800

33,458

-

22,306

55,764

Other payables

176,115

837

-

176,952

74,720

3,999

-

78,719

Total

1,419,336

4,179

462,720

1,886,235

483,854

6,313

22,306

512,473

 

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’.

 

 

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Nacional Minérios S.A.

b)Related-party transactions

  
 

2015

Income statement

CSN

MRS Logística

Asian Consortium

Total

Revenues

176,070

-

-

176,070

Costs

(105,452)

(87,069)

-

(192,521)

Finance income (expense), net

(5,904)

6,145

-

241

Exchange gains (losses), net

(80,706)

-

-

(80,706)

Total

(15,992)

(80,924)

-

(96,916)

 

 

 

2014

Income statement

CSN

MRS

Logística

Asian Consortium

Total 

Revenues

7,126

-

-

7,126

Costs

(316,355)

(174,329)

-

(490,684)

Finance income (expense), net

1,028,431

21,102

-

1,049,533

Exchange gains (losses), net

(50,412)

-

-

(50,412)

Total

668,790

(153,227)

-

515,563

 

 

 

 

 

 

2013

Income statement

CSN

MRS Logística

Asian Consortium

Total

Revenues

20,495

-

223,146

243,641

Costs

(330,910)

(206,826)

-

(537,736)

Finance income (expense), net

1,022,217

33,325

-

1,055,542

Exchange gains (losses), net

(43,854)

-

-

(43,854)

Total

667,948

(173,501)

223,146

717,593

   
  

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)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 agreement to acquire port services and purchase iron ore with CSN, for an estimated 34-year period. The agreement volume agreed is 1.7 millionbillion metric tons of raw iron ore and port services for a volume of 1.1 millionbillion metric tons. The Company prepaid the equivalent to approximately 60%50% of the value added of ROM and port services, value, amounting to R$7.3 billion. TheUntil December 12, 2014, the prepaid amounts arewere adjusted for inflationinterest at the rate of 12.5% per year.

Additionally, On December 12, 2014, the Company’s shareholders approved the “Transitional Agreement”, an investment agreement for a new strategic alliance between CSN and the Asian Consortium aimed at consolidating the mining activities at Congonhas, currently a subsidiary of CSN, which will involve, among other actions, the merger of the Company conducts iron ore exports(“Transaction”). The “Transitional Agreement” canceled the clauses that established interest of 12.5% p.a. on these agreements, including the creation of a resolutory condition linked to the consummation of the transaction that will reestablish the collection of interest retroactively, if this transaction does not materialize.  The Transaction was concluded through the signing of a new Congonhas shareholders agreement on November 30, 2015, ratifying that there is no need to recognize interest of 12.5% p.a. on these agreements retroactively. As result of the conclusion of the transaction between CSN subsidiaries abroad, to selland Asian Consortium, on December 31, 2015, these agreements were extinguished by the iron ore in the international market.merger of Namisa into Congonhas.

 

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table of contentsNacional Minérios S.A.

 

ii)Loans (export prepayments)

The Company entered into export prepayment financial agreements with certain CSN subsidiaries, which are detailed in note 13. During the first semester of 2015, these agreements were totally paid.

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 14.15.

iv)     Asian Consortium

The Company usually exports its products to the members of the Asian Consortium, under long-term agreements and at prices based on market quotations.quotations, but there was no sales in 2014 and 2015 years.

v)Namisa Handel GmbH (“Namisa Handel”)

The Company exports iron ore to Namisa Handel, which is its wholly-owned subsidiary, to sell the iron ore in the international market.

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, 2013during 2015, 2014 and 2012:2013:

 

2013

 

2012

 

 

 

 

Compensation

2,549

 

2,631

Postemployment benefits

22

 

16

Total

2,571

 

2,647

 

 

 

 

 

2015

2014

2013

Short-term benefits

2,282

3,467

2,549

Post-employment benefits

25

24

22

Total

2,307

3,491

2,571

 

 

 

9.        INCOME TAX AND SOCIAL CONTRIBUTION

a)     Income tax and social contribution expenses recognized in profit or loss:the income statement are as follows:

 

2015

2014

2013

Current

(162,062)

(359,070)

(1,220,138)

Deferred

13,098

(153,843)

(323,738)

Total

(148,964)

(512,913)

(1,543,876)

 

 

 

 

2013

 

2012

 

 

 

 

Current

(1,220,138)

 

(122,016)

Deferred

(323,738) 

 

(285,453) 

Total

(1,543,876) 

 

(407,469) 

 

 

 

 

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Nacional Minérios S.A.

b)The reconciliation of the consolidated income tax and social contribution expenses with the effective statutory rates is as follows:

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table of contents

  
 

2013

2012

  

2015

2014

2013

Profit before income tax and social contribution

 

2,436,732

2,023,955

2,055,450

1,616,393

2,436,732

Income tax and social contribution expenses based on pretax profit, at their combined statutory rate

 

34%

34%

34%

 

(828,489)

(688,145)

(698,853)

(549,574)

(828,489)

  

 

 

 

Effect of income tax on permanent differences:

  

 

 

 

Tax-exempt foreign profit

 

238,175

273,905

561,078

(456)

183,888

Foreign profit taxable in Brazil

 

(54,287)

-

Transfer pricing adjustments (PECEX)

 

(22,862)

-

(10,695)

(3,954)

(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

Adjustment to the 2013 provision for income tax and social contribution to calculate the effective obligation

-

23,808

-

REFIS – Law 12,864/13 – reversal of fine and interest

-

114,466

REFIS – Law 12,864/13 – principal (income tax and social contribution)

-

-

(995,383)

Other permanent differences

 

(3,917)

3,642

(494)

17,263

4,504

Income tax and social contribution expenses

 

(1,543,876)

(407,469)

(148,964)

(512,913)

(1,543,876)

 

 

 

c)     Deferred income tax and social contribution are recognized to reflect the future 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

 

IRPJ/CSLL

 

2015

2014

  

Assets:

  

Provision for losses - advances to suppliers

3,297

3,297

Operating provisions related to energy, services and other

47,740

33,371

IRPJ/CSLL liability – goodwill Cayman and CFM deducted under the Transitional Tax Regime (RTT)

(196,700)

(196,700)

Other

5,545

8,158

Total

(140,118)

(151,874)

  

The movement in the deferred taxes balance in the yearseleven month-period ended November 30, 2015 and year ended December 31, 2013 and 20122014 is as follows:

IRPJ/CSLL

 

2015

2014

2013

2012

 

Opening balance

325,706

611,159

(151,874)

1,968

Goodwill amortization for tax purposes

(287,401)

(326,367)

-

(162,383)

Recognition (reversal) of operating provisions

(3,903)

17,230

Recognition of operating provisions

14,369

12,531

Adjustments for temporarily nondeductible inventories

(17,822)

29,766

(6,553)

(3,990)

Exchange differences

(14,612)

14,612

Utilization of tax loss carryforwards

-

(20,694)

Other

3,940

-

Closing balance

1,968

325,706

(140,118)

(151,874)

 

A substancial portion

FS-17

Nacional Minérios S.A.

Law 12,973/14, enacted in May 2014, brought significant changes to tax legislation, which among others, revoked the Transition Tax Regime (RTT).Theses changes directly affects the determination of deferredthe 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.

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table of contents

Provisional Act 627 of 2013

On November 11, 2013 Provisional Act (“MP”) 627 was issued to repealbasis. As from 2015, 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 treatmentapplication of the potential taxation of profits or dividends; (iv) it includes provisions onLaw is mandatory and CSN applied 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.

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Law´s requirements.

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 INVESTMENTS

   
  

2013

 

2012

     

Investment in equity securities:

    

MRS Logística S.A.

 

171,760

 

171,760

  

-

 

-

  

171,760

 

171,760

 

 

 

 

 

2015 and 2014

Investment in equity securities:

MRS Logística S.A.

171,760

The following is a brief description of the investment:investments:

 

·     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 MRS 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 measuredstated at historical cost.

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11.    PROPERTY, PLANT AND EQUIPMENT

a)     Breakdown of property, plant and equipment

 

2015

2014

 

Depr.rate (% p.a.)

Cost

Accumulated depreciation

Net

Depr. rate (% p.a.)

Cost

Accumulated depreciation

Net

 
     

 

   

Land

 

4,442

-

4,442

 

4,442

-

4,442

Buildings

2,90

191,511

(15,066)

176,445

2.25

120,417

(10,251)

110,166

Furniture and fixtures

7.91

5,429

(2,563)

2,866

7.82

5,654

(2,328)

3,326

Vehicles

13.21

1,068

(587)

481

13.19

1,068

(458)

610

Machinery, equipment and facilities

7.49

240,850

(102,834)

138,016

11.12

208,844

(81,042)

127,802

Computer equipment

12.69

3,803

(3,181)

622

12.69

3,830

(2,843)

987

Mines and ore deposits

(*)

3,172

(158)

3,014

(*)

13,232

(1,625)

11,607

Improvements in infrastructure and drainage

4.00

11,054

(533)

10,521

4.00

10,465

(140)

10,325

Leasehold improvements

2.00

50,422

(2,249)

48,173

1.97

51,592

(2,577)

49,015

Other assets

 

5,925

-

5,925

 

4,766

-

4,766

Construction in progress

 

121,072

-

121,072

 

240,663

-

240,663

Total

 

638,748

(127,171)

511,577

 

664,973

(101,264)

563,709

 

    
  

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 consistedare basically composed of services acquired and parts and pieces purchased, to be used as investments for performance improvement, technological upgrading, expansions,expansion, and acquisition of assets, which will be transferred to thetothe related line items and depreciated from the moment they become available for use. As of November 30, 2015 and December 31, 2013 and 2012,2014, 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-28FS-18

Nacional Minérios S.A.

 

Main projects

2015

2014

Expansion of administrative facilities

807

13,333

Expansion of production capacity – Pires

66,012

143,187

Pelletization plant

32,107

31,187

Expansion of production capacity – Fernandinho

-

17,074

Other

22,146

34,882

 

121,072

240,663

table of contentsc)

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

2014

  

2015

Opening balance

Additions

Write-off

Depreciation

Other movements

Closing balance

Opening
 balance 

Additions

Transfer

Depreciation

Other movements (*)

Closing
 balance 

        

Land

4,442

-

-

(1)

4,442

Buildings

13,792

-

(1,897)

93,825

105,720

110,166

-

72,740

(5,009)

(1,452)

176,445

Machinery and equipment

76,278

33,716

(33)

(11,808)

43,703

141,856

Machinery, equipment and facilities

127,802

559

38,077

(31,082)

2,660

138,016

Furniture and fixtures

2,321

1,870

-

(458)

76

3,809

3,326

119

-

(358)

(221)

2,866

Vehicles

21,849

42

-

(1,329)

(19,870)

692

610

-

(129)

-

481

Computer equipment

914

711

(6)

(455)

361

1,525

987

-

5

(362)

(8)

622

Land

4,443

-

-

-

4,443

Mines and ore deposits

12,388

96

-

(324)

55

12,215

11,607

-

(1)

(8,562)

3,014

Improvements in infrastructure and drainage

10,325

-

589

(393)

-

10,521

Leasehold improvements

384

-

(19)

(120)

-

245

49,015

-

80

(919)

(3)

48,173

Third-party assets held by us

-

530

-

(32)

-

498

Other assets

7,825

877

-

-

(3.618)

5,084

4,766

306

127

-

853

5,925

Construction in progress

213,874

89,872

-

-

(113,374) 

190,372

240,663

16,561

(111,490)

-

(24,662)

121,072

Total

354,068

127,714

(58) 

(16,423) 

1,158

466,459

563,709

17,545

-

(38,253)

(31,424)

511,577

 

(*)    During the year the Company transferred R$39,285, related to the assets of Fernandinho, Cayman and Pedras Pretas, as described on General Information, for the Transaction proposes, compensate with acquisition of some trucks  with ICMS credits (R$7,154).

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Nacional Minérios S.A.

12.INTANGIBLE ASSETS

The carrying amounts of intangible assets as of November 30, 2015 and December 31, 2013 and 20122014 are as follows:

  

 

2015

Amortization rate
(% p.a.)

2013

2012

Amortization rate

 

Accumulated

 

Cost

Accumulated amortization

Net

Cost

Accumulated amortization

Net

(% p.a.)

Cost

amortization

Net

          

Goodwill - CFM

-

578,531

-

578,531

-

578,531

Goodwill – CFM

-

578,531

-

578,531

Software

21.05

6,186

(577) 

5,609

176

(19)

157

19.94

6,484

(3,046)

3,437

Total

 

584,717

(577) 

584,140

578,707

(19)

578,688

 

585,015

(3,046)

581,968

          

 

2014

Amortization rate

 

Accumulated

 

(% p.a.)

Cost

amortization

Net

    

Goodwill – CFM

-

578,531

-

578,531

Software

19.94

6,442

(1,863)

4,579

Total

 

584,973

(1,863)

583,110

 

 

 

 

 

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OriginNature of goodwill based on future earningsprofitability

In July 2007, Namisa acquired Companhia de Fomento Mineral e Participações - CFM (“CFM”), basedlocated 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 earningsprofitability 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 (IFRS) 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 budgetsthe business plan 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.Management.

To prepare the cash flow projection that supportssupported 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 2016,2019, disclosed by the Central Bank of Brazil (BACEN), since from 20162019 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.

FS-20

Nacional Minérios S.A.

·     Growth rate: the cash flow projection period extends to 20522067 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 3050 years.

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table of contents

·     Discount rate: set at 8.2%13.91% per year, beforeafter taxes on income.

13.    BORROWINGSLOANS AND FINANCING

  
  

2013

2012

2015

2014

    

Current liabilities:

   

 

 

PPE - related parties (note 8).

  

40,054

145

-

364,118

National Bank for Economic and Social Development (BNDES) - FINAME

  

2,193

1,443

National Bank for Economic and Social Development (BNDES) – FINAME

4,680

4,700

  

42,247

1,588

4,680

368,818

   

 

 

Noncurrent liabilities:

   

 

 

PPE - related parties (note 8).

  

320,936

314,699

BNDES - FINAME

  

19,025

21,107

  

339,961

335,806

 

National Bank for Economic and Social Development (BNDES) – FINAME

25,307

29,541

  

382,208

337,394

 

Total

29,987

398,359

 

 

 

 

Borrowings

The table below shows fundings, payments and accruals on our loans and financings during the year:

    

 

 

 

11/30/2015

 

12/31/2014

Opening balance

 

398,359

 

382,209

Funding transactions

 

-

 

15,747

Payment of principal

 

(441,938)

 

(49,408)

Interest payments

 

(3,035)

 

(23,017)

Provision of interest

 

2,797

 

24,682

Foreign exchange

 

73,804

 

48,146

Closing balance

 

29,987

 

398,359

Loans and financing from related parties paid in 2015 refer basically to export prepayments with the following characteristics and terms and conditions:CSN’s subsidiaries.

·CSN Portugal Lda. (former CSN Export S.à.r.l.):US$100 million agreement (equivalentThe outstanding balance is related 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 June 2015.

·CSN Ibéria: US$60 million agreement (equivalent to R$105 million), bearing interest of 6.8% 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.

In February 2011, the Company entered into with two special credit transactions with the BNDES loan to purchase operating equipment, amounting to R$5,266 and R$5,035,29,987 (R$34,241 as of  December, 2014), with finalaverage repayment within 94term of 100 months and bearing interest ofbetween 5.5% and 8.0% per year, respectively, payable on a monthly basis.

In September 2012, the Company 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 bearing interest of 5.5%, payable on a monthly basis starting July and August 2014.

The maturities of the noncurrent portion of our borrowings isthe loans are disclosed in note 23 (d)23.d).

None of the existing loan agreements contain restrictive covenants. The agreements entered into with the BNDES are collateralized by the financed assets.

 

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Nacional Minérios S.A.

14.    PROVISION FOR RISKS

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table of contents

The provisions for risks were estimated by Management based on information provided by its legal counsel (in-house and outside)external), whichwho analyzed the outstanding lawsuits. The provisions were set up in an amount considered sufficient to cover probablepotential losses on the outstanding lawsuits, as follows:

  
  

2013

2012

2015

2014

     

Labor

  

931

494

4,391

149

Civil

21

-

Environmental

  

4,089

4,514

3,074

977

Total

  

5,020

5,008

7,486

1,126

 

 

 

 

 

Additionally, the Company is a party to other lawsuits classified by the legal counsel as possible losses, which totaled R$2,393,8292,950,525 as of November 30, 2015 (R$2,626,004 as of December 31, 2013, (R$1,923,642 at December 31, 2012)2014), of which R$16,99319,294 (R$11,105 at21,381 as of December 31, 2012)2014) in labor lawsuits, R$3,27267,531 (R$1,132 at1,786 as of December 31, 2012)2014) in civil lawsuits, R$2,365,2552,843,096 (R$2,179,876 at2,593,015 as of December 31, 2012)2014) in taxestax lawsuits, and R$8,30920,604 (R$570 at9,863 as of December 31, 2012)2014) in environmental lawsuits.

Welawsuits.We present below a brief description of the most significant lawsuits:lawsuits with the likelihood of loss as possible:

a)     Administrative proceeding - IRPJ/CSLL assessment notice on profits abroad amounting to R$256,234,330,908 (R$285,825 as of December 31, 2014), 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$145,142,170,178 (R$161,530 as of December 31, 2014), 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,2,242,166 (R$2,036,676 as of December 31, 2014), 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 athe merger of Big Jump Energy Participações S.A..S.A.

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table of contents

Nacional Minérios S.A.

15.    CONTRACTUAL OBLIGATIONS

In January 2011 the Company, together with its controllingthe 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 volume contracted, volume.irrespective of the volume carried (“take-or-pay”). The minimum future payment required until the termination of the agreement is approximately R$3,889,763, with minimum annual payments of approximately R$444,544.3,959,054, distributed as follows:

2015

10,535

2016

166,806

2017

175,146

2018

210,514

2019

227,342

Others years

3,168,711

Total

3,959,054

16.    SHAREHOLDERS EQUITY

a)     IssuedPaid-in capital

AsThe Company’s paid-in capital is R$1,961,510 (R$2,800,000 as of December 31, 2013 and 2012, the Company’s capital is R$2,800,000,2014), represented by 475,067,405472,236,944 (475,067,405 as of December 31, 2014) common shares without par value, of which are held by the shareholders as follows:

December 31, 2014 and November 30, 2015 (before the transaction described in Note 1)

Shareholders

Country

Number
of shares

Equity interest (%)

Country

Number
of shares

Equity interest (%)

 

 

 

Companhia Siderúrgica Nacional

Brazil

285,040,443

60.00%

Brazil

285,040,443

60.00

Brazil Japan Iron Ore Corporation

Japan

154,491,661

32.52%

Japan

154,491,661

32.52

POSCO

South Korea

30,784,627

6.48%

South Korea

30,784,627

6.48

China Steel Corporation

China

4,750,674

1.00%

China

4,750,674

1.00

Total

 

475,067,405

100.00%

 

475,067,405

100.00

 

 

 

November 30, 2015 (after transaction described in Note 1)

Shareholders

Country

 

Ordinary

 

Preferred

Total shares

Equity interest (%)

 

 

 

 

 

Companhia Siderúrgica Nacional

Brazil

282,209,982

-

282,209,982

59.76

Congonhas Minérios S.A.

Brazil

86,262,061

103,764,901

190,026,962

40.24

Total

 

368,472,043

103,764,901

472,236,944

100.00

December 31, 2015 (before merger by Congonhas described in Note 1)

Shareholders

Country

Ordinary

Preferred

Total shares

Equity interest (%)

Congonhas Minérios S.A.

Brazil

368,472,043

103,764,901

472,236,944

100.00

 

FS-23

Nacional Minérios S.A.

On February 12, 2015, the Company paid as capital reduction of R$777,930, after 60 days from the act publication date of the Extraordinary Shareholders Meeting held on December 12, 2014. With such capital reduction, the Company’s capital was decrease from R$2,800,000 to R$2,022,070.

In 2012,2014, the main corporate acts analyzed in meetings were:

(i)                At the ExtraordinaryAnnual Shareholders Meeting held on March 29, 2012,28, 2014 the shareholders approved Management's proposalthe consolidated financial statements of Namisa for the years ended December 31, 2013 and 2012. The allocation of the profit for the year ended December 31, 2013 to an earnings reserve was approved, as set out in Article 195 of Law 6,404/76. The shareholders also approved the payment of the remaining balance of the dividends proposed 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.336,673.

(ii)              At the Extraordinary Shareholders Meeting of March 30, 2012,held on July 17, 2014 the following resolutions were approved:

(1)Capital increase with goodwill reserve, amounting to R$1,626,046;

(2)Transfershareholders approved the proposal for bylaws 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.recently created subsidiary Namisa Asia Limited.

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(iii)            At the Extraordinary Shareholders Meeting held on December 28, 2012,12, 2014, agreements were signed with related parties in order to consolidate the following resolutions were approved:mining assets of the shareholder CSN with those of the Company, as described in General Information.

(1)(iv)            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, atAt the Extraordinary Shareholders Meeting held on June 3, 2013December 12, 2014 the shareholders unanimously approved the Company’s capital reduction by R$777,930 to be paid in 2015.

In 2015, the main corporate acts analyzed in meetings were:

(v)At the Annual Shareholders Meeting held on April 30, 2015 the shareholders approved the consolidated financial statements of Namisa for the years ended December 31, 2014 and 2013. The allocation of the profit for the year ended December 31, 2014 was approved as follows: (a) the amount of R$1,047,716 to earnings reserve, as set out in Article 195 of Law 6,404/76; (b) the remaining amount of R$55,764as dividends proposed for the year ended December 31, 2015.

(vi)At the Extraordinary Shareholders Meeting held on November 30, 2015, the shareholders deliberates as dividends  the amount of R$6,499,436 (R$5,977,397 from earning reserves and R$522,039 from part of the profits from de current year), as describe in notes 16.d), 16.e) and 16.f). The payment of an additional portionR$5,342,636 was made at the same date and R$1,156,800 will be made until November 30, 2016.

(vii)At the Extraordinary Shareholders Meeting held on November 30, 2015, the shareholders approved a partial split involving the assets of Fernandinho, Cayman and Pedras Pretas for merger in the Mineração Nacional S.A., a CSN subsidiary, at a book value of R$60,560 according to the appraisal report. As a result of this split of assets, the capital was reduced in the same amount.

(viii)At the Extraordinary Shareholders Meeting held on November 30, 2015, the shareholders approved a conversion of 103,764,901 ordinary shares owned by Congonhas to preferred shares. These preferred shares have: a) full voting rights; b) priority on payments of fixed annual dividends corresponding to 0,000000160606500383614% of the Company’s capital.

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Nacional Minérios S.A.

(ix)At the Extraordinary Shareholders Meeting held on November 30, 2015, the shareholders declare and paid, on this date, dividends declared in 2011, amountingof R$326,891 from the current profit of the year, based on the extraordinary balance sheet of September 30, 2015, to R$ 400,000, for settlement on June 5, 2013.the owners of  preferred shares.


FS-25

Nacional Minérios S.A.

b)    Capital reserve

The capital reserve amounting toof R$6,473,699 onas of November 30, 2015 and December 31, 2013 and 2012, consists of2014 comprises R$5,081,840 recognized on December 30, 2008 related to premium arising on the issueissuance 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 representrepresents the unit issueunitary issuance price, set according to Article 170, II, of Law 6,404, of December 15, 1976,6,404/76, 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 EGMExtraordinary Shareholders Meeting 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 articleArticle 193, paragraph 1, of the aforementioned Law, has not recognized the legal reserve sinceas it understands that its capital reserves exceed 30% of the issued capital.

d)    Allocation of results

As mentionedUntil the signing of the Investment Agreement on December 12, 2014 between CSN and the Asian Consortium described 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 AdministrationNote 1, management questioned the contractual systematicinterests mechanism that is beingwas used for updatingadjusting the outstanding amounts ofprepayment balances under the aboveoperating agreements mentioned pre-payments, oncein Note 8(c) because it was understood that the Administration understands that it causesinterests were causing distortions on the cash positionsflows and on the results of operations of the Company, which tend to repeat themselves in future periods.Company. Considering that, the Administrationthis, management submitted to the Board of Directors a proposal to address the contractual interest issue; however, thereinterests issue, which was not an approval of the proposalapproved 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.

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These consolidatedDirectors. The financial statements have beenrelated to the years ended before and as of December 31, 2014 were prepared based on the existingterms of the agreements and includeincluded the update ofinterests accrual capitalized on the prepayment balancebalances at the rate contractually established interest rates. As a result, the amount under discussion of interests accrued throughout those years was not fully paid as detaileddividends and, instead, were retained in a specific reserve. In this context, the amounts allocated to that specific reserve basically corresponded to the interests income generated from the operating agreements 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,three-yearperiod ended December 31, 2014, as illustrated below.

Finally, as a result of the conclusionInvestment Agreement signed in December 2014, CSN and the Asian Consortium agreed to extinguish the interests accrual on the operating agreements and determined the payment as dividends of discussions between the parties, will be recognizedfull amount retained in the consolidatedthat specific reserve.

As these financial statements prospectively.were not prepared for the twelve-month period ended December 31, 2015, as explained in Note 2, the Brazilian Corporate Law does not require the Company to propose and approve in a General Meeting the distribution of net results based on the eleven-month period ended November 30, 2015.

 

2015

2014

2013

 

 

 

Profit of the period / year

1,744,848

1,103,480

892,856

Proposed dividends

(848,930)

(55,764)

-

Earnings reserve

895,918

(1,047,716)

(892,856)


 

Therefore, the allocation of the results 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.FS-26

Nacional Minérios S.A.

 

 

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 provideforesees for the payment of minimum dividends equivalent to 50% of the net profit for the year;year, adjusted according to the corporate law (Law 6404/76); however, in the years ended December 31, 20132014 and 2012,2013, in order to avoid the distributionpayment of dividends that may be affected by the aforementionedabove mentioned discussions that are still pending, and the fact that the dividends declared in 2011 were not fully settled, no dividends are beingwere proposed for 2013, asuch decision to bewas ratified at the Shareholders Meeting.Meeting held on March 28, 2014. Regarding the profit for the year ended December 31, 2014 dividends were proposed in the limit of the operating results, amounting to R$55,764.

As a condition to sign a new Congonhas Shareholders Agreement, the shareholders approve on November 30, 2015, in a Extraodinary Shareholders Meeting, to distribute dividends of R$6,499,436, of which R$5,977,397 from Earnings reserve and R$522,039 from the Profit of the year 2015.

The shareholders also approve to distribute and paid a fixed dividends of R$326,891 from the Profit of the year 2015, to the preferred shareholders.

f)     ContingencyEarnings reserve

The Extraodinary Shareholders Meeting on November 30, 2015 deliberates to use R$5,977,397 to distribute extraordinary dividends from earning reserves.

In view of the scenario previously described, the Company's managementManagement proposes the allocation of a portion of the profitresults for the years ended December 31, 2013 and 20122014 for the recognition of a contingencyearnings reserve as required by Article 195196 of Law 6,404/76, amounting  to R$1,047,716 (R$ 892,856 andin 2013).

There is no deliberation for the remaining Profit of the year 2015 of R$1,496,075, respectively.

895,918 as on November 30, 2015.

17.    EARNINGS PER SHARE

Basic earnings per share were calculated based on profit for the year divided by the weighted 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

 

 

 

 

 

2015

2014

2013

 

 

 

Profit attributable to Namisa’s owners

1,744,849

1,103,480

892,856

Fixed dividends on prefered shares

326,891

-

-

Profit on ordinary shares attributable to Namisa 's owners

1,417,958

1,103,480

892,856

Weighted average number of thousand of shares

474,810

475,067

475,067

Basic earnings per thousand shares

2,9864

2,3228

1.8794

 

 

 

Preferred shares number of thousand of shares

103,766

 

 

Basic earnings per thousand shares

3,1503

 

 

The Company does not have instruments convertible into shares in the reporting periods,years, therefore, basic earnings per share are equal to diluted earnings per share.

 

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Nacional Minérios S.A.

18.    NET OPERATING REVENUE

The reconciliation between gross revenuerevenues and the revenuenet revenues disclosed in the income statement is as follows:detailed below. The decrease in net revenues in 2015 compared to 2014 and 2014 compared to 2013 was due to the lower prices and lower volume produced and sold during the year. The increase in the domestic market in 2015 was due to implementation of services provided to CSN.

 

   
   

2013

2012

2015

2014

2013

  

 

 

Gross operating revenue:

Gross operating revenue:

 

 

 

 

Domestic market

Domestic market

 

38,681

117,545

191,902

21,654

38,681

Foreign market

Foreign market

 

2,339,830

3,738,455

603,164

1,403,054

2,298,172

Accrual for price adjustment according to sales contracts

(23,419)

(53,070)

(41,658)

 

2,378,511

3,856,000

771,647

1,477,778

2,378,511

Less:

 

Deductions:

 

 

 

Taxes on sales

Taxes on sales

 

(7,596)

(19,405)

(20,051)

(2,719)

(7,596)

Returns and abatements

 

(1,079)

(180)

 

(8,675)

(19,585)

 

Returns and rebates

(1)

(1)

(1,079)

Net operating revenue

Net operating revenue

 

2,369,836

3,836,415

751,595

1,475,058

2,369,836

 

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19.    INFORMATION ON THE NATURE OF THE EXPENSES RECOGNIZED IN THE INCOME STATEMENT  

 

Consolidated

 

2015

2014

2013

  

 

Third-party material

(171,721)

(406,358)

(487,835)

Port handling

(77,643)

(219,429)

(255,767)

Railway freight

(83,339)

(168,863)

(221,459)

Freight and insurance

(70,252)

(202,926)

(159,531)

Raw material

-

(152,262)

(97,179)

Labor

(103,101)

(108,256)

(102,149)

Operating services

(40,105)

(76,820)

(48,360)

Maintenance

(48,640)

(51,376)

(62,535)

Demurrage

(2,773)

(11,069)

(22,246)

Infrastructure services

(31,972)

(17,927)

(25,189)

Depreciation/amortization

(39,436)

(45,806)

(21,341)

Other

(23,425)

(49,464)

(84,224)

 

(692,407)

(1,510,556)

(1,587,815)

|

 

 

 

Cost of goods sold

(479,861)

(995,192)

(1,090,901)

Selling expenses

(152,813)

(433,424)

(419,915)

General and administrative expenses

(34,180)

(54,029)

(55,966)

Other expenses, net

(25,553)

(27,911)

(21,033)

Total

(692,407)

(1,510,556)

(1,587,815)

  

 

As mentioned in note 18, the decrease in costs in 2015 reflects the lower volume produced and sold.


   

 

  

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)

 

 

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Nacional Minérios S.A.

20.    NET FINANCE INCOME (LOSS) AND INFLATION ADJUSTMENTS AND FOREIGN EXCHANGE DIFFERENCESFINANCIAL RESULTS

  
 

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

   
 

2015

2014

2013

  

 

Interest expenses:

 

 

 

Related parties

(7,254)

(23,809)

(21,915)

Interest and fines – REFIS

-

(1,234)

(344,786)

Tax on financial transactions(1)

(21,847)

(21)

(23)

Other interest expenses

(13,175)

(12,478

(16,061)

 

(42,076)

(37,542)

(382,785)

Interest income:

 

 

 

Related parties

1,349

1,052,240

1,044,132

Dividends

6,146

21,102

33,325

Reversal of interest and fines - REFIS

-

1,043

336,967

Interest on short-term investments

44,190

76,509

91,721

Other finance income

260

2,235

7,789

 

51,945

1,153,129

1,513,934

Financial income, net

9,669

1,115,587

1,131,149

   

Exchange rate differences:

   

Gains:

 

 

 

Related parties

24,141

12,092

2,207

Third parties(2)

1,941,621

587,334

569,164

Losses:

 

 

 

Related parties

(104,847)

(62,504)

(46,091)

Third parties

(35,471)

(97)

(61)

Exchange rate gains, net

1,825,444

536,825

525,219

 

 

 

Monetary rate losses, net

(489)

(521)

(1,657)

Exchange and monetary gains (losses), net

1,824,955

536,304

523,562

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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

 

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(1) Financial transaction tax (IOF) on remittance of dividends paid by subsidiary Namisa International.

table of contents(2) Mainly exchange variation on short-term investments in US dollars ( time deposit )

21.    POSTEMPLOYMENT BENEFITS -– PRIVATE PENSION FUND PROGRAM

The Company sponsors a pension plan created in 2012, managed by a private pension fund (CBSPREV Namisa), which grants to employees defined contribution pension benefitplan and defined risk benefit risk benefitsplan (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 fundedsponsor (50%) and 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.(50%).


FS-29

Nacional Minérios S.A.

22.    Tax Recovery ProgramTAX 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, theIn this regards, 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$258,157 related to the tax loss acquired from the indirect controlling shareholder Vicunha S.A. was paid in cash. The balance payable as of November 30, 2015 totaledpayable atR$61,358 (R$60,139 as of December 31, 2013 totaled R$70,588,2014), to be settled in 180156 installments, where those payable during the first 12fiscal year immediately subsequent to the balance sheet date being classified in current liabilities and the others in non-currentnoncurrent 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.

The accounting balance presented as non-current liabilities as of November 30, 2015 includes other taxes payables other than REFIS program and totalized R$75,665 (R$73,828 as of December 31, 2014).


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Nacional Minérios S.A.

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 borrowingsloans and financing. The Company does not use derivative financial instruments, such as currency swaps or interest swaps.

The amounts are disclosedrecognized in the consolidated financial statements at their amortized cost and 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 except borrowings and financing, do not differ significantly from their carrying amounts.

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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

 

 

 

 

 

 

 

                  

 

  2015  

 2014  

 

Loans and
receivables

Other liabilities at amortizedcost

Loans andreceivables

Other
liabilities at amortizedcost

 

 

 

 

Assets

 

 

  

Current:

 

 

  

Cash equivalents

533,770

-

5,499,139

-

Trade receivables

721,059

-

126,726

-

Advances to suppliers

115,693

-

250,469

-

Loans and receivables

162,544

-

61,026

-

 

 

  

Noncurrent:

 

 

  

Advances to suppliers

9,310,901

-

9,236,170

-

Loans and receivables

-

-

-

-

 

 

  

Liabilities

 

 

  

Current:

 

 

  

Loans and financing

-

4,680

-

368,818

Trade payables

-

573,218

-

51,772

Dividends

 

1,156,800

 

55,764

Advances from customers

-

-

-

8,912

 

 

 

 

Noncurrent:

 

 

  

Loans and financing

-

25,307

-

29,541

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.

 

FS-31

Nacional Minérios S.A.

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.

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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.department.

The table below shows the contractual maturities of financial iabilities,assets and liabilities, 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

 

 

 

 

 

 

 

As of December 31, 2015

Less than one year

From one to two years

From two to five years

Over five years

Loans and financing

4,680

9,237

15,715

355

Trade payables

573,218

-

-

-

 

 

 

 

As of December 31, 2014

Less than one year

From one to two years

From two to five years

Over five years

Loans and financing

368,818

9,237

18,429

1,875

Trade payables

51,773

-

-

-

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.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, 2013November 30, 2015 is as follows:

 

20132015

 

(amounts in US$’000)

 

Cash and cash equivalents abroad

1,838,81199,205

Trade receivables

93,259138,690

Receivables from related parties

34,10936,437

Total assets

1,966,179274,332

Borrowings and financing

154,098-

Trade payables

433184,409

Taxes payables

81,031

Other liabilities

29218,877

Total liabilities

157,823284,317

Accounting foreignForeign exchange exposure, net

1,808,355(9,985)

 

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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, 2013November 30, 2015 of R$2.34263.8506 per US$1.00, as follows:

·­ Scenario 1: (50% real depreciation) R$/US$ parity of 5.7759.

­Scenario 2: (25% real depreciation) R$/US$ parity of 4.8133.

­Scenario 3: (25% real appreciation) R$/US$ parity of 2.8880.

­Scenario 4: (50% real appreciation) R$/US$ parity of 1.1713.1.9253.

·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.

 

2015

 

Risk

US$ benchmark

Impacts estimated in Brazilian Reais

   

Scenario 1

Scenario

2

Scenario

3

Scenario

4

 

 

 

 

 

 

Exchange rate

 

3.8506

5.7759

4.8133

2.8880

1.9253

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Cash and cash equivalents

US dollar fluctuation

99,205

190,999

95,500

(95,500)

(190,999)

Trade receivables

US dollar fluctuation

138,690

267,020

133,510

(133,510)

(267,020)

Receivables from related parties

US dollar fluctuation

36,437

70,152

35,076

(35,076)

(70,152)

  

274,332

528,171

264,086

(264,086)

(528,171)

Liabilities:

 

 

 

 

 

 

Loans and financing

US dollar fluctuation

-

-

-

-

-

Trade payables

US dollar fluctuation

184,408

355,041

177,520

(177,520)

(355,041)

Taxes payables

US dollar fluctuation

81,031

156,009

78,005

(78,005)

(156,009)

Advances from customers

US dollar fluctuation

-

-

-

-

-

Other liabilities

US dollar fluctuation

18,877

36,344

18,172

(18,172

(36,344)

  

284,316

547,394

273,697

(273,697)

(547,394)

Net effect

 

(9,984)

(19,223)

(9,611)

9,611

19,223

       

 

 

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)     Interest rate risk

The Company did not identify any material floating interest rate and inflation index risk to its long-term liabilities.

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Nacional Minérios S.A.

g)    Credit risks

The exposure to the credit risks of financial institutions follows the parameters set out in the financial policy. The Company adopts the procedure of analyzing in detail the financial position of its customers and suppliers, defining a credit limit and constantly monitoring its outstanding balance.

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By analyzing the geographical distribution of ourthe exports, we observedcan see 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 ourthe shareholders are major steel mills located in Japan and Korea, with which we havethe Company has long-term agreements.

ConductingCarrying out 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 totalOn November 30, 2015, sales to customers that individually make upaccount for more than 10% of sales revenue totaled 35%64%.

As for short-term investments, the Company only makes investments in institutions with 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 Junefrom September 30, 20132015 to JuneSeptember 30, 2014,2016, 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)SP,  with coverage of property damages against 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 billion728,691 (property damages and loss of profits), and indemnity ceilings, in case of accidents, of R$50 million (property damages)50,000 (fire), and R$200 million122,000 (loss of profits).

The risk assumptions adopted, in view of their nature, are not part of the scope of thean audit of the consolidated financial statements and, therefore, were not audited by our independent auditors.

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Nacional Minérios S.A.

25.    ADDITIONAL INFORMATION TO CASH FLOWS

In 2015, the Company incorporated the subsidiary CSN Handel GmbH and realized the partial split of Fernandinho, Cayman and Pedras Pretas assets into Mineração Nacional S.A. Part of the net assets, shown in the following table, is not included in the statement of cash flows:

 

Fernandinho,
Cayman and
Pedras Pretas
assets

CSN Handel
GmbH

 

Nov 30, 2015

Nov 30, 2015

Cash and cash equivalents

-

77.583

Trade receivables

-

467.842

Inventories

23.586

 

Recoverable taxes

109

15.038

Loan and receivables

-

139.584

Deferred taxes

1.364

-

Non-current recoverable taxes

5.111

-

Property, plant and equipament

39.285

-

Suppliers

(201)

(548.396)

Taxes payable

-

(15.033)

Asset retirement obligation

(8.694)

-

Other payables

-

(64.898)

Net assets

60.560

71.720

In addition, the Company acquired in 2015 some trucks with recoverable tax (ICMS credits) in the amount of R$7,154.

26.APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR ISSUE

The

These consolidated financial statements were authorized for issue by the Executive Committee’s meeting heldissuance on MarchApril 28,th, 2014.

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