As filed with the Securities and Exchange Commission on April 4, 2019.2, 2020.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THEOFTHE SECURITIES

EXCHANGE ACT OF 1934

 

OR

x

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

EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182019

 

OR

¨

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

EXCHANGE ACT OF 1934

 

OR

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THEOFTHE SECURITIES

EXCHANGE ACT OF 1934

Commission File Number 1-14732

 

Commission File Number 1-14732

COMPANHIA SIDERÚRGICA NACIONAL
(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)charter)

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

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

Marcelo Cunha Ribeiro, Chief Financial and Investor Relations Officer
Phone: +55 11 3049-7454 Fax: +55 11 3049-7212

marcelo.ribeiro@csn.com.br
Av. Brigadeiro Faria Lima, 3400 – 20th floor
04538-132, São Paulo-SP,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

Trading symbol

Name of each exchange on which registered

Common Shares without par valuePar Value

*

New York Stock Exchange*Exchange

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

SID

New York Stock Exchange

____________________

40550.00004

* 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.

1



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 December 31, 2018:2019:

1,387,524,047 Common Shares without Par Value

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

 Yes ¨þ YesR 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.

 Yes ¨þ 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.

Rþ Yes¨ 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).

Rþ Yes¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer R

Accelerated filer ¨þ

Accelerated filer  

Non-accelerated filer  ¨

Emerging growth company  ¨

 

IfanemerginggrowthcompanythatpreparesitsfinancialstatementsinaccordancewithU.S.GAAP,indicatebycheck markiftheregistranthaselectednottousetheextendedtransitionperiodforcomplyingwithanyneworrevisedfinancial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct.

 

Theterm“neworrevisedfinancialaccountingstandard”referstoanyupdateissuedbytheFinancialAccountingStandards BoardtoitsAccountingStandardsCodificationafterApril5,2012.

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

U.S. GAAP¨

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

Other¨

2


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¨

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).

 Yes¨þ YesRNo

 

 

3



TABLE OF CONTENTS

 

INTRODUCTION

7

6

FORWARD-LOOKING STATEMENTS

7

6

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

8

7

PART I

8

Item 1.1. Identity of Directors, Senior Management and Advisors

8

Item 2.2. Offer Statistics and Expected Timetable

8

Item 3.3. Key Information

8

3A. Selected Financial Data

8

3B.3B. Capitalization and Indebtedness

11

9

3C.3C. Reasons for the Offer and Use of Proceeds

11

10

3D.3D. Risk Factors

11

10

Item 4.4. Information on the Company

25

24

4A.4A. History and Development of the Company

25

24

4B.4B. Business Overview

27

26

4C.4C. Organizational Structure

61

4D.4D. Property, Plant and Equipment

61

4E.4E. Unresolved Staff Comments

63

64

Item 5.5. Operating and Financial Review and Prospects

63

64

5A.5A. Operating Results

64

5B.5B. Liquidity and Capital Resources

84

85

5C.5C. Research and Development and Innovation

88

89

5D. Trend Information

89

90

5E.5E. Off-Balance Sheet Arrangements

89

90

5F.5F. Tabular Disclosure of Contractual Obligations

92

93

5G.5G. Safe Harbor

92

93

Item 6.6. Directors, Senior Management and Employees

92

93

6A.6A. Directors and Senior Management

92

93

6B. Compensation

95

96

6C.6C. Board Practices

95

97

6D.6D. Employees

97

98

6E. Share Ownership

97

98

Item 7. Major Shareholders and Related Party Transactions

97

99

7A.7A. Major Shareholders

97

99

7B.7B. Related Party Transactions

98


99

Item 8. Financial Information

98

8A.7C. Interests of Experts and Counsel

99
Item 8. Financial Information99

8A. Consolidated Statements and Other Financial Information

98

99

8B.8B. Significant Changes

106

108

Item 9.9. The Offer and Listing

106

108

9A.9A. Offer and Listing Details

106

108

9B.9B. Plan of Distribution

106

108

9C.9C. Regulation of Securities Markets

106

108

9D.9D. Selling Shareholders

108

110

9E.9E. Dilution

108

111

9F.9F. Expenses of the Issue

108

111

Item 10.10. Additional Information

108

111

10A.10A. Share Capital

108

111

440550.00004


10B.10B. Memorandum and Articles of Association

109

111

10C.10C. Material Contracts

111

114

10D.10D. Exchange Controls

112

114

10E.10E. Taxation

112

115

10F.10F. Dividends and Paying Agents

121

124

10G.10G. Statement by Experts

121

124

10H.10H. Documents on Display

121

124

10I.10I. Subsidiary Information

121

124

Item 11.11. Quantitative and Qualitative Disclosures About Market Risk

121

124

Item 12.12. Description of Securities Other Than Equity Securities

126

129

Item 13.13. Defaults, Dividend Arrearages and Delinquencies

126

130

Item 14.14. Material Modification to the Rights of Security Holders and Use of Proceeds

126

130

PART II

127

Item 15. Controls and Procedures

127

130

Item 16. [Reserved]

Reserved

127

131

16A. Audit Committee Financial Expert

127

131

16B. Code of Ethics

127

131

16C. Principal Accountant Fees and Services

128

131

16D. Exemptions from the Listing Standards for Audit Committees

128

132

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

129

132

16F. Change in Registrant’s Certifying Accountant

129

132

16G. Corporate Governance

129

133

16H. Mine Safety Disclosure

131

135

Item 17. Financial Statements

131


135

 


5

 



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;

·        “Brazil” are to the Federative Republic of Brazil;

·        “Brazilian government” are to the federal government of Brazil;

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

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

·        “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 our audited consolidated financial statements prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017, together with the corresponding reportsreport of our Independent Registered Public Accounting Firms;independent registered public accounting firm; and

·        “ADSs” are to CSN’sthe American Depositary Sharesdepositary shares and “ADRs” are to CSN’sthe American Depositary Receipts.depositary receipts representing our common shares.

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 beliefs, expectations and projections about future events and financial trends affecting us. Although we believe these estimates and forward-looking statements are based on reasonable assumptions, these estimates and statements are subject to several risks and uncertainties and are made in light of the information currently available to us.

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 others:

·        general economic, political and business conditions in Brazil and abroad, especially in China, which is the largest world steel producer and the main consumer of our iron ore;

·        demand for and prices of steel and mining products;

·        the effects of trends in the global financial markets and economic slowdowns;

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

·        our liquidity position and leverage and our ability to obtain financing on satisfactory terms;

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

·        availability and price of raw materials;

·        changes in international trade or international trade regulations;

·        protectionist measures imposed by Brazil and other countries;

·        our capital expenditure plans;

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

40550.00004

6



·        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 these;

·        existing and future governmental regulation;

·threats or outbreaks of diseases or natural disasters affecting the global economy and international trade; and

·        the risk factors discussed under the caption “Item 3D. Risk3D.Risk Factors.”

We caution you that the foregoing list of significant factors may not contain all of the material factors that are important to you. The words “believe,” “may,” “will,” “aim,” “estimate,” “plan,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of regulation and the effects of competition, among others.

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, including those risks described in “Item 3D. Risk Factors,” undue reliance should not be placed on these forward-looking statements.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Our audited consolidated financial statements as of December 31, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 included elsewhere in this annual report have been presented in thousands of reais (R$) and prepared in accordance with IFRS as issued by the IASB. See note 2.a. to our audited consolidated financial statements.

We have translated some of the Brazilian real amounts contained in this annual report into U.S. dollars solely for the convenience of the reader at the rate of R$3.8754.0307 to US$1.00, which was the U.S. dollar selling rate as of December 31, 2018,2019, as reported by the Central Bank of Brazil, or the Central Bank. As a result of fluctuations in thereal/U.S. dollar exchange rate, the U.S. dollar selling rate as of December 31, 2019 may not be indicative of current or future exchange rates. As of March 31, 2020, the U.S. dollar selling rate was R$5.199 to US$1.00, as reported by the Central Bank, representing a 29% depreciation of thereal against the U.S. dollar in 2020 to date. The U.S. dollar equivalent information presented in this annual report 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.

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

PART ICertain Non-IFRS Financial Measures

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 summary financial and operating data derived from our audited consolidated financial statements as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014.

We adopted IFRS 9 –Financial Instruments and IFRS 15 –Revenue from contracts with customers as of January 1, 2018. As permitted under IFRS, we did not apply IFRS 9 and IFRS 15 retroactively. As a result, financial information as of and for the year ended December 31, 2018 is not comparable with financial information for prior periods. For further information on our adoption of IFRS 9 and IFRS 15, see note 2.v. to our audited consolidated financial statements included elsewhere herein.


Financial information presented in thisThis annual report should be read in conjunction with our audited consolidated financial statements included elsewhere herein.

Summary Financial andOperating Data

The following tables present summary consolidated financial and operating data for each of the periods indicated.

 

 

Year Ended December 31,

Income Statement Data: 

 

2018(1)

 

2018

 

2017(5)

 

2016(5)

 

2015(5)

 

2014(5)

 

 

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

 

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

Net operating revenues

 

5,927

 

22,969

 

18,525

 

17,149

 

15,262

 

16,126

 Cost of products sold

 

(4,156)

 

(16,106)

 

(13,596)

 

(12,640)

 

(11,740)

 

(11,592)

Gross profit

 

1,771

 

6,863

 

4,929

 

4,509

 

3,522

 

4,534

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 Selling 

 

(584)

 

(2,264)

 

(1,815)

 

(1,697)

 

(1,430)

 

(1,042)

 General and administrative 

 

(127)

 

(494)

 

(416)

 

(518)

 

(470)

 

(438)

 Equity in results of affiliated companies

 

35

 

136

 

109

 

65

 

1,160

 

331

 Other expenses

 

(343)

 

(1,331)

 

(647)

 

(1,077)

 

(1,341)

 

(657)

 Other income(3)

 

1,042

 

4,036

 

824

 

663

 

3,610

 

90

 Total(4)

 

21

 

83

 

(1,945)

 

(2,564)

 

1,529

 

(1,716)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

1,793

 

6,946

 

2,984

 

1,945

 

5,051

 

2,818

Non-operating income (expenses), net

            

Financial income

 

338

 

1,311

 

295

 

644

 

488

 

172

Financial expenses

 

(724)

 

(2,806)

 

(2,759)

 

(3,166)

 

(3,853)

 

(3,253)

  

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before taxes

 

1,407

 

5,451

 

520

 

(577)

 

1,686

 

(263)

Income tax

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

(213)

 

(827)

 

(359)

 

(206)

 

(136)

 

(528)

Deferred

 

149

 

577

 

(50)

 

(60)

 

(2,768)

 

679

  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from continuing operations

 

1,342

 

5,201

 

111

 

(843)

 

(1,218)

 

(112)

  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) from discontinued operations(2)

 

-  

 

-  

 

-

 

(10)

 

2

 

-

  

 

 

 

 

 

 

 

 

 

  

Net income (loss) for the period

 

1,342

 

5,201

 

111

 

(853)

 

(1,215)

 

(112)

  

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to noncontrolling interest

 

33

 

126

 

101

 

82

 

(2)

 

(7)

Net income (loss) attributable to Companhia Siderúrgica Nacional

 

1,309

 

5,075

 

10

 

(935)

 

(1,213)

 

(105)

  

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

0.95354

 

3.69498

 

0.00757

 

(0.68876)

 

(0.89461)

 

(0.07443)

Diluted earnings per common share

 

0.95354

 

3.69498

 

0.00757

 

(0.68876)

 

(0.89461)

 

(0.07443)


 

 

As of December 31, 

Balance Sheet Data: 

 

2018(1)

 

2018

 

2017(5)

 

2016(5)

 

2015(5)

 

2014(5)

 

 

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

 

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

Current assets 

 

3,100

 

12,014

 

11,881

 

12,445

 

16,431

 

15,936

Investments

 

1,453

 

5,631

 

5,499

 

4,568

 

3,998

 

13,665

Property, plant and equipment

 

4,657

 

18,047

 

17,965

 

18,136

 

17,826

 

15,624

Other assets 

 

3,003

 

11,636

 

9,865

 

9,005

 

9,084

 

4,542

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets 

 

12,214

 

47,328

 

45,210

 

44,154

 

47,339

 

49,767

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities 

 

2,952

 

11,439

 

10,670

 

5,497

 

5,082

 

6,363

Non-current liabilities

 

6,678

 

25,876

 

26,252

 

31,272

 

35,166

 

37,669

Stockholders’ equity

 

2,584

 

10,013

 

8,288

 

7,385

 

7,091

 

5,735

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity 

 

12,214

 

47,328

 

45,210

 

44,154

 

47,339

 

49,767

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-in capital

 

1,172

 

4,540

 

4,540

 

4,540

 

4,540

 

4,540

Common shares (in millions of shares)

 

1,388

 

1,388

 

1,388

 

1,388

 

1,388

 

1,388

Dividends declared and interest on stockholders’ equity(4)

 

232

 

898  

 

-

 

-

 

275

 

700

Dividends declared and interest on stockholders’ equity per common share (inreais)(4)

 

0.17 

 

0.65 

 

-

 

-

 

0.20

 

0.50

(1)   Translated solely for the convenience of the reader at the rate of R$3.875 to US$1.00, which was the U.S. dollar selling rate as of December 31, 2018, as reported by the Central Bank.

(2)   The results of our former subsidiary Cia. Metalic Nordeste, or Metalic, were excluded from net operating revenues, cost of sales and/or services, gross profit, operating expenses, other operating expenses, other operating income, financial results and income taxes and were included in “Net income (loss) from discontinued operations” dueincludes certain references to the salenon-IFRS measures of Metalic in November 2016.

(3)   Our 2015 financial information was impacted by the business combination of CSN Mineração as described in “Item 5A. Operating Results.”

(4)   We paid dividends related to the fiscal year ended December 31, 2015 in 2016 before the second restatement of our financial statements as ofEBITDA and for the year ended December 31, 2015. As a consequence of this second restatement, which resulted in a net loss for 2015, we recorded the payment as a payment from our profit reserve account (statutory reserve of working capital) existing at the time of the distribution. The payment was not allocated to the minimum mandatory dividends for the year ended December 31, 2015 as established at our 2016 annual shareholders’ meeting, held in April 2016. For a discussion of our dividend policy and dividend and interest payments, see “Item 8A. Consolidated Statements and Other Financial Information—Dividend Policy.”

(5)   Due to the adoption of IFRS 9 and IFRS 15 as of January 1, 2018, which we did not apply retroactively, financial information as of and for the year ended December 31, 2018 is not comparable with financial information as of and for the years ended December 31, 2014, 2015, 2016 and 2017.

 

Year Ended December 31,

 

2016

2017

2018

2018(1)

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

(in millions of R$)

(in millions of US$)

Net income (loss)

(853.1)

111.2

5,200.6

1,342.1

Net income (loss) from discontinued operations(2)

9.6

-

-

-

Depreciation/amortization/depletion

1,278.8

1,408.8

1,175.1

303.3

Income tax and social contribution

266.5

409.1

250.3

64.6

Financial income (expenses)

2,522.4

2,463.6

1,495.6

386.0

EBITDA(3)

3,224.3

4,392.7

8,121.7

2,095.9

Other operating income (expenses)

413.2

(177.3)

(2,705.3)

(698.2)

Equity in results of affiliated companies

(64.9)

(109.1)

(135.7)

(35.0)

Proportionate EBITDA of joint ventures

502.3

538.2

568.0

146.6

Adjusted EBITDA(4)

4,074.9

4,644.4

5,848.7

1,509.3

(1)   Translated solely for the convenience of the reader using the U.S. dollar selling rate as reported by the Central Bank of R$3.875 to US$1.00 as of December 31, 2018. See “Exchange Rates.”

(2)   The results of our former subsidiary Metalic were excluded from net operating revenues, cost of sales and/or services, gross profit, operating expenses, other operating expenses, other operating income, financial results and income taxes and were included in “Net (loss) from discontinued operations” due to the sale of Metalic in November 2016.Adjusted EBITDA.

(3)   We calculate EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results from discontinued operations.

(4) We calculate adjusted EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results of discontinued operations,plus other operating income (expenses), equity in results of affiliated companies and the proportionate EBITDA of joint ventures. EBITDA and adjusted EBITDA are not measures of financial performance recognized under Brazilian GAAP or IFRS and they should not be considered alternatives to net income (loss) as measures of operating performance, or as alternatives to operating cash flows, or as measures of liquidity. EBITDA and adjusted EBITDA are not calculated using a standard methodology and may not be comparable to the definition of EBITDA or adjusted EBITDA, or similarly titled measures, used by other companies.

40550.00004

7


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 summary consolidated financial data derived from, and that should be read in conjunction with, our audited consolidated financial statements included elsewhere in this annual report, and summary consolidated operating data.

Due to the adoption of IFRS 16 as of January 1, 2019, which we did not apply retroactively, financial information as of and for the year ended December 31, 2019 may not be comparable with financial information for prior periods. For further information on our adoption of IFRS 16, see note 13.a to our audited consolidated financial statements included elsewhere in this annual report.

Summary Financial and Operating Data

The following tables present summary consolidated financial and operating data for each of the periods indicated:

 

Year ended December31,

Income Statement Data:

2015(4)

2016(4)

2017

2018(1)

2019(2)

2019(3)

 

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

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

Net operating revenues

15,262

16,126

18,525

22,969

25,436

6,311

Cost of products sold

(11,740)

(11,592)

(13,596)

(16,106)

(17,263)

(4,283)

Gross profit

3,522

4,534

4,929

6,863

8,173

2,028

Operating expenses

 

 

 

 

 

 

Selling

(1,430)

(1,042)

(1,815)

(2,264)

(2,343)

(581)

General and administrative

(470)

(438)

(416)

(494)

(511)

(127)

Equity in results of affiliated companies

1,160

331

109

136

126

31

Other expenses

(1,341)

(657)

(647)

(1,331)

(2,407)

(597)

Other income

3,610

90

824

4,036

504

125

Total

1,529

(1,716)

(1,945)

83

(4,631)

(1,149)

 

 

 

 

 

 

 

Operating income

5,051

2,818

2,984

6,946

3,542

879

Non-operating income (expenses), net

 

 

 

 

 

 

Financial income

488

172

295

1,311

379

94

Financial expenses

(3,853)

(3,253)

(2,759)

(2,806)

(2,510)

(623)

 

 

 

 

 

 

 

Income (loss) before taxes

1,686

(263)

520

5,451

1,411

350

Income tax

 

 

 

 

 

 

Current

(136)

(528)

(359)

(827)

(1,564)

(388)

Deferred

(2,768)

679

(50)

577

2,398

595

 

 

 

 

 

 

 

Net income (loss) for the period

(1,218)

(112)

111

5,201

2,245

557

 

 

 

 

 

 

 

Net income (loss) attributable to noncontrolling interest

(2)

(7)

101

126

455

113

Net income (loss) attributable to Companhia Siderúrgica Nacional

(1,213)

(105)

10

5,075

1,789

444

Basic earnings per common share

(0.89461)

(0.07443)

0.00757

3.69498

1.29632

0.32161

Diluted earnings per common share

(0.89461)

(0.07443)

0.00757

3.69498

1.29632

0.32161

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As of December31,

Balance Sheet Data:

2015

2016

2017

2018(2)

2019(3)

2019(1)

 

(in million of R$)

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

Current assets

16,431

12,445

11,881

12,014

12,726

3,157

Investments

3,998

4,568

5,499

5,631

3,584

889

Property, plant and equipment

17,826

18,136

17,965

18,047

19,701

4,888

Other assets

9,084

9,005

9,865

11,636

14,858

3,686

Total assets

47,339

44,154

45,210

47,328

50,869

12,620

Current liabilities

5,082

5,497

10,670

11,439

11,620

2,883

Non -current liabilities

35,166

31,272

26,252

25,876

27,887

6,919

Stockholders’ equity

7,091

7,385

8,288

10,013

11,362

2,819

Total liabilities and stockholders’ equity

47,339

44,154

45,210

47,328

50,869

12,620

Paid-in capital (in millions ofreais )

4,540

4,540

4,540

4,540

4,540

1,126

Common shares (quantities)

1,388

1,388

1,388

1,388

1,388

1,388

Dividends declared and interest on stockholders’ equity

275

-

-

898

1,023

254

Dividends declared and interest on stockholders’ equity per common share (inreais )(4)

0.20

-

-

0.65

0.74

0.18

_______________________

(1)   Due to the adoption of IFRS 9 and IFRS 15 as of January 1, 2018, which we did not apply retroactively, financial information as of and for the year ended December 31, 2018 may not be comparable with financial information as of and for prior periods. For further information on our adoption of IFRS 9 and IFRS 15, see note 2.w and 2.q, respectively, to our audited consolidated financial statements included elsewhere in this annual report.

(2)   Due to the adoption of IFRS 16 as of January 1, 2019, which we did not apply retroactively, financial information as of and for the year ended December 31, 2019 may not be comparable with financial information as of and for prior periods. For a description of the impact of IFRS 16 on our results of operations, see note 13.a to our audited consolidated financial statements included elsewhere in this annual report.

(3)   Translated solely for the convenience of the reader at the rate of R$4.0307 to US$1.00, which was the U.S. dollar selling rate as of December 31, 2019, as reported by the Central Bank. As of March 31, 2020, the U.S. dollar selling rate was R$5.199 to US$1.00, as reported by the Central Bank.

(4)   Due to the adoption of IFRS 9 and IFRS 15 as of January 1, 2018, which we did not apply retroactively, financial information as of and for the year ended December 31, 2018 is not comparable with financial information as of and for prior periods.

 

Year ended December 31,

 

2017

2018

2019

2019(1)

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

(in millions of US$)

(in millions of R$)

Net income (loss)

111.2

5,200.6

2,244.5

556.9

Depreciation/amortization/depletion

1,408.8

1,175.1

1,421.7

352.7

Income tax and social contribution

409.1

250.3

(833.8)

(206.9)

Financial income (expenses)

2,463.6

1,495.6

2,131.2

528.7

EBITDA(2)

4,392.7

8,121.7

4,963.6

1,231.5

Other operating income (expenses)

(177.3)

(2,705.3)

1,903.1

472.1

Equity in results of affiliated companies

(109.1)

(135.7)

(125.7)

(31.2)

Proportionate EBITDA of joint ventures

538.2

568.0

510.1

126.5

Adjusted EBITDA(3)

4,644.4

5,848.7

7,251.0

1,799.0

_______________________

(1)   Translated solely for the convenience of the reader using the U.S. dollar selling rate as reported by the Central Bank of R$4.0307to US$1.00 as of December 31, 2019. As of March 31, 2020, the U.S. dollar selling rate was R$5.199 to US$1.00, as reported by the Central Bank.

(2)   We calculate EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results from discontinued operations.

(3)   We calculate adjusted EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results of discontinued operations,plus other operating income (expenses), equity in results of affiliated companies and the proportionate EBITDA of joint ventures. EBITDA and adjusted EBITDA are not measures of financial performance recognized under Brazilian GAAP or IFRS and they should not be considered alternatives to net income (loss) as measures of operating performance, or as alternatives to operating cash flows, or as measures of liquidity. EBITDA and adjusted EBITDA are not calculated using a standard methodology and may not be comparable to the definition of EBITDA or adjusted EBITDA, or similarly titled measures, used by other companies.

3B. Capitalization and Indebtedness

Not applicable.

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3C. Reasons for the Offer and Use of Proceeds

Not applicable.

3D. Risk Factors

An investment in the ADSs or our 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 the ADSs could decline due to any of these risks or other factors, and you may lose all or part of your investment.

For purposes of this section, when we state that a risk, uncertainty or problem may, could or will have an “adverse effect” on us or “adversely affect” us, we mean that the risk, uncertainty or problem could have an adverse effect on our business, financial condition, results of operations, cash flow, prospects and/or the trading price of the ADSs, except as otherwise indicated. The risks described below are those that we currently believe may materially and adversely affect us.

Risks Relating to Brazil

The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy and such involvement, along with general political and economic conditions, could adversely affect us.

The Brazilian government has frequently intervened in the Brazilian economy and occasionally made changes in policy and regulations. The Brazilian government’s actions to control inflation and affect policies and regulations have often involved, among other measures, increases in interest rates, changes in tax and social security policies, price controls, currency exchange and remittance controls, devaluations, capital controls and limits on imports. We may be adversely affected by changes in policy or regulations at the federal, state or municipal level involving or affecting the following factors, among others:

·        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, logistics and energy industries;

·        environmental policies and regulations;

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

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

Uncertainty over whether the Brazilian government will implement changes in policy or regulation affecting these or other factors may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian companies.

After two yearsAccording to the Brazilian Institute of economic contraction,Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or the IBGE, Brazil’s gross domestic product, or GDP, grew by 1.0% in 2017, 1.1% in 2018 1.0%and 1.1% in 20172019, following an economic recession in 2015 and contracted (3.5)% in 2016.

We have been,These uncertainties, together with a slow economic recovery that Brazil is undergoing and will continue to be, affected by the weakness of the Brazilian GDP. We cannot assure that the Brazilian GDP will increase or remain stable. Developmentsother future developments in the Brazilian economy, may adversely affect Brazil’s growth rates and, consequently, the demand for our products.us.

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Political instability may adversely affect us.

The Brazilian economy has been affected by political events in Brazil, which have also affected the confidence of investors and the public in general.

Brazilian markets have been experiencing heightened volatility due to uncertainties derived from the ongoingLava Jatoinvestigation and other investigations, which are conducted by the Brazilian Federal Police and the Federal Prosecutor’s Office, and the impact of these investigations on the Brazilian economy and political environment. Numerous members of the Brazilian government and of the legislative branch, as well as senior officers of large state-owned and private companies have been


convicted of political corruption related to bribes by means of kickbacks on contracts granted by the government to several infrastructure, oil and gas and construction companies, among others. Profits from these kickbacks allegedly financed the political campaigns of political parties that were unaccounted for or not publicly disclosed, and served to further the personal enrichment of the recipients of the bribery scheme. As a result, a number of senior politicians including congressmen, former President Luiz Inácio Lula da Silva and officers of the majorlarge state-owned and private companies in Brazil have resigned and/or have been arrested.arrested and others remain under investigation for unethical and illegal behavior.

The ultimate outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. The development of these unethical conduct cases has and may continue to adversely affect us. We cannot predict whether the investigations in course will result in heightened economic and political volatility in Brazil or whether new investigations against politicians or officers of private companies will occur in the future.

In addition, in October 2018, following a divisive presidential race, congressman Jair Bolsonaro became Brazil’s president on January 1, 2019. It is unclear if and for how long the political divisions in Brazil that arose prior to the elections will continue under Mr. Bolsonaro’s presidency and the effects that any such divisions will have on Mr. Bolsonaro’s ability to govern Brazil and implement reforms. Any continuation of such divisions could result in congressional deadlock, political unrest and massive demonstrations or strikes that could materially adversely affect our operations. Uncertainties in relation to the new government’s implementation of monetary, tax and pension fund policy changes may contribute to economic instability. These uncertainties and new measures may increase market volatility of securities issued by Brazilian companies.

The president of Brazil has the power to determine policies and issue governmental acts relating to the Brazilian economy that affect the operations and financial performance of companies in Brazil, including ours. We cannot predict which policies the newly elected president will adopt or if these policies or changes in current policies may have an adverse effect on the Brazilian economy or us.

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

The Brazilian currency has, during the last decade, experienced frequent and substantial variations compared to the U.S. dollar and other foreign currencies. As of December 31, 2017, the U.S. dollar selling rate was R$3.308 per US$1.00. In 2017,2018 and 2019, thereal appreciateddepreciated against the U.S. dollar reachingand the U.S. dollar selling rate was R$3.293.8748 per US$1.00 as of December 31, 2017. In 2018 thereal depreciated and was R$3.844.0307 per US$1.00 as of December 31, 2018.2019, as reported by the Central Bank. As of March 31, 2020, the U.S. dollar selling rate was R$5.199 per US$1.00, as reported by the Central Bank, representing a 29% depreciation of thereal against the U.S. dollar in 2020 to date.

Depreciation of thereal against the U.S. dollar creates inflationary pressures in Brazil and causes increases in interest rates, which negatively affect the growth of the Brazilian economy as a whole, curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciation of thereal against the U.S. dollar may also, in the context of an economic slowdown, lead to decreased consumer spending, deflationary pressures and reduced growth of the Brazilian economy.

On the other hand, appreciation of thereal relative to the U.S. dollar and other foreign currencies could lead to a deterioration of the Brazilian foreign exchange current accounts, as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of thereal could materially affect our growth and that of the Brazilian economy, 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 ADSs.

40550.00004

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In the event thereal depreciates in relation to the U.S. dollar, the cost inreais of our foreign currency-denominated borrowings and imports of raw materials, particularly coal and coke, will increase. On the other hand, if thereal appreciates 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 have a total U.S. dollar-denominated or -linked indebtedness of R$15,95116,558 million, which represents 55%59% of our total indebtedness, as of December 31, 2018.2019.

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

Historically, Brazil has experienced high inflation rates. Inflation and certain actions taken by the Central Bank to curb it have had significant negative effects on the Brazilian economy. Inflation as


measured by the national broad consumer price index (Índice Nacional de Preços ao Consumidor Amplo), or IPCA, was 6.3%3.0%, 3.0%3.8% and 3.8%4.3% in 2016, 2017, 2018 and 2018,2019, respectively, and 7.2%(0.5)%, (0.5)%7.5% and 7.8%7.3%, respectively, as measured by the general market price index (Índice Geral de Preços do Mercado), or IGP-M.

The base interest rate for the Brazilian banking system is the Central Bank’s Special System for Settlement and Custody (Sistema Especial de Liquidação e Custódia) rate, or SELIC rate. As of December 31, 2016, 2017, 2018 and 2018,2019, the SELIC rate was 13.65%7.00%, 7.00%6.50% and 6.50%4.5%, respectively.

Inflation and the Brazilian government’s measures to fight it, principally the Central Bank’s monetary policy, have had and may have significant effects on the Brazilian economy and us. Tight monetary policies with high interest rates have restricted and may restrict Brazil’s growth and the availability of credit. Conversely, more lenient government and Central Bank policies and interest rate decreases have triggered and may trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase the payments on our indebtedness.

Developments and the 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 issuers is affected 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. Crises in the United States, the European Union or emerging market countries may diminish investor 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 for us to gain access to the capital markets and finance our operations on acceptable terms, or at all.

Further, crises in world financial markets, such as in 2008, as well as global economic challenges as of the date of this annual report deriving from the outbreak of the new coronavirus, or COVID-19, and government measures to contain it, could affect investors’ views of securities issued by companies that operate in emerging markets. These developments could adversely affect the trading price of our common shares and the ADSs, and could also make it more difficult for us to access the capital markets and finance our operations on acceptable terms, or at all.

Risks Relating to Us and the Industries inWhich We Operate

We are exposed to substantial changes in the demand for steel and iron ore, which significantly affect the prices of our products and may adversely affect us.

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 these 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. In addition, flat steel competes with other materials that may be used as substitutes, such as aluminum (particularly in the automotive and packaging industry), cement, composites, glass, plastic and wood. Government regulatory initiatives mandating the use of such materialssuchmaterials in lieu of steel, whether for environmental or other reasons, as well as the development of other new substitutes for steel products, could also significantly reduce market prices and demand for steel products and thereby reduce our cash flow and profitability. In addition, public health epidemics such as the outbreak of COVID-19 could materially and adversely affect global macroeconomic conditions and, consequently, the demand for steel and iron ore. 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 may decrease significantly and have a material and adverse impact on us or require us to suspend 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 customer prices. Our prices for and revenues from iron ore are consequently volatile, which may adversely affect us. In 2019, average iron ore prices increased 34.5% to US$93.4/dmt, from US$69.5/dmt in 2018. In 2018, average iron ore prices decreased 2.6% to US$69.5/dmt, from US$71.3/dmt in 2017. In 2017, average iron ore prices increased 22.0% to US$71.3/dmt, from US$58.4/dmt in 2016, according to the average Platts IODEX (62% Fe CFR China). On April 1, 2019,March 30, 2020, the index was US$89.65/82.55/dmt. A decrease in market prices for iron ore may require us to change the way we operate or, depending on the magnitude of price decreases, even to suspend certain of our projects and operations and impair certain assets, which could adversely affect us.


Adverse economic conditions in China and an increase in global iron ore production capacity could have a negative impact on us.

China has been the main driver of global demand for minerals and metals over the past years, effectively driving global prices for iron ore and steel. In 2018,2019, China accounted for 71% of the global seaborne iron ore trade and 88%74% of our iron ore export sales were to the Asian market, mainly China. China is also the largest steel producer in the world, accounting for approximately 52%53% of the global steel production in 2018.2019.

A contraction of China’s economic growth could result in lower global demand for iron ore and steel and increase the global steel industry’s over-capacity, which would materially and adversely affect companies in the industry, including us. 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 affect us. China’s GDP increased 6.1% in 2019, as compared to 6.6% in 2018 as compared toand 6.8% in 2017 and 6.7% in 2016.2017.

In addition, the ramp-up of projects started in past years by major iron ore suppliers could affect seaborne iron ore prices and adversely affect us. In addition,Moreover, the recent upsurge in iron ore prices could also stimulate high cost producers to resume operations, expanding our supply base, which may adversely affect us.

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 27%23%, 23%25% and 25%39% of our total net revenues in 2016, 2017, 2018 and 2018,2019, 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 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.

A decrease in the availability or an increase in the price of raw materials for steel production, particularly coal and coke, may adversely affect us.

In 2018,2019, raw material costs accounted for 61%65% 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. Incoke.In addition, we require significant 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. Interruptions and price increases could result from 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. In addition, public health epidemics such as the outbreak of COVID-19 could adversely affect global macroeconomic conditions and, consequently, the availability and price of raw materials for steel production.

Our inability to pass these cost increases onto our customers or to meet our customer demand because of unavailability 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, customer service and technological advances permitting reduced production costs. Several factors influence Brazil’s export of steel products, including protectionist policies of other countries, especially the United States, disputes regarding these policies before the 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 technology have given rise to improvements in products such as plastics, aluminum, ceramics and glass, permitting them to serve as substitutes for 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 results in oversupply and 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 worsened due to a substantial increase in production capacity in the developing world, particularly China and India, as well as other emerging markets. China is 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 non-domestic markets), which can have a significant impact on steel prices in other markets. If we are not able to remain competitive in relation to competitors in China or other steel-producing countries, we may be adversely affected.

Steel companies in Brazil face 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, exchange rate appreciation and tax incentives in some of the main exporting countries. Despite Brazilian import duties to protect domestic producers, a substantial volume of steel products is imported. If the Brazilian government does not implement measures against subsidized steel imports and there is an increase in imports, we may be materially and adversely affected. Apart from direct steel imports, the Brazilian industry also faces competition from imported finished goods, which adversely affects the whole steel supply and production chain.

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

In response to increased production and steel exports from many countries, anti-dumping and countervailing duty and safeguard measures were imposed in the late 1990s and early 2000s by foreign governments representing the main markets for our exports.

This scenario returned in 2015, when U.S. authorities initiated anti-dumping and countervailing duty investigations on hot-rolled and cold-rolled steel sheets and coils imported from Brazil and other countries. In 2016, the European Commission initiated an anti-dumping investigation of hot-rolled sheets and coils imported from Brazil and other countries.

In April 2017, the President of the United States, Donald Trump, requested an investigation under Section 232 of the Trade Expansion Act to determine if steel imports are harming national security. As a result of this investigation, in March 2018, U.S. government established the entry in force of Section 232, which imposes an ad valorem tariff of 25% on imported steel. In the same month, prompted by the United States’ adoption of Section 232 measures, the European Union initiated a safeguard investigation into imports of 26 categories of steelofsteel products. In February 2019, a definitive E.U. regulation imposed safeguard measures on imports of certain steel products and imposed quotas for the next three years. In the United States, Section 232 subjects us to a quota for exports of slabs, hot and cold-rolled steel sheets, pre-painted corrosion resistant, Al-Zn and tin foil.mill products. In Europe, we are subject to a quota for exports of hot and cold-rolled steel sheets and tin foil.mill products. Because we were already subject to an anti-dumping duty of $53.4 EUR/ton of hot-rolled sheets in Europe, these developments did not affect our hot-rolled sheets exports to Europe.

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14


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, licenses and permits and changes in applicable laws, regulations or government measures could adversely affect us.

Our activities and the activities of our subsidiaries and joint ventures are subject to governmental authorizations, concessions, licenses and permits, which include environmental licenses, as well as water grants, for our infrastructure projects and concessions, including for the port terminals we operate and the railways in which we have an equity interest. Although we believe that such authorizations, 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, or that no additional requirement will be imposed on us in connection with our requests.

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, or we may not be able to do so under the terms of new concession laws, claims for amicable contractual termination and subsequent re-bidding for concessions. We also cannot


guarantee that we, our controlled entities and our joint ventures that hold concessions will timely comply with our or their obligations under any relevant concession agreement or in conduct adjustment agreement (Termos de Ajustamento de Conduta), or TACs, entered into with governmental agencies. In addition, we are exposed to supervision, penalties and fiscalization from governmental entities, including the Brazilian court of audit (Tribunal de Contas da União), or TCU, and regulatory agencies. A material breach of those obligations may result in the loss or early termination of concessions, authorizations, permits and/or licenses, the restriction of access to public financing for the concession or the amortization of the public financing before a project begins to operate, the acceleration or an event of default under our indebtedness. Additionally, we would be subject to penalties, including fines or the closure of facilities. In case of a takeover or concession agreement termination due to government default, if we are entitled to any indemnification from granting authorities for our investments, this indemnification may be insufficient to cover our costs, expenses or losses and may be paid long after the events affecting our concessions, permits or licenses occur, if at all.

In addition, changes in applicable laws or regulations could require modifications to our technologies and operations and unexpected capital expenditures. Capital expenditures that we have already made may not generate the returns we expected, if any.

Given recentAfter accidents involving the breaking of upstream mining dams operated by other mining companies in the cities of Mariana and Brumadinho in the state of Minas Gerais, involving the breaking of upstream mining dams, which we also operate (but all of which are inactive), the Federal government, the state government of Minas Gerais and other authorities have imposed and may impose more stringent licensing requirements, environmental, health and safety standards, the relocation of persons living close to our dams, as well as other measures, which could adversely affect us.. TheBrazilian National Mining Agency (Agência Nacional de Mineração), or the ANM, has determined that all upstream dams in Brazil must be decommissioned or adapted to other methods by 2021 for inactive dams and by 2023 for active dams, and similar regulation has been passed by the state of Minas Gerais and itsBrazilian environmental bodies, requiring decommissioning by 2022. Further new orregulatory authorities are applying more stringent environmental licensing requirements for ourmining project operations, specifically for our dams, could be imposed on us. In addition, environmental agencies have intensified the frequency of inspections of tailings dams, including ours.

In addition, in July 2018, the Federal Prosecutor’s Office and the State Public Prosecutor of Rio de Janeiro filed a public civil action (ação civil pública) against us, HARSCO and the state environmental agency (Instituto Estadual do Ambiente), or INEA, for immediate removal of slag piles in the city of Volta Redonda, in the state of Rio de Janeiro, that adjoin the Paraíba do Sul River.dams.

The amount and timing of these and other 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 them, which could subject us to civil, administrative or criminal liability and closure orders. Any of the above events, among others, may adversely affect us and our ability to obtain expected returns from our projects, and may render certain projects economically or otherwise unfeasible.

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 operate, governments may imposeFurther 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. For example, 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 December 19, 2017, Law No. 13,540/2017, originated from Executive Order No. 789/2017, was enacted, increasing the CFEM ratemore stringent environmental licensing requirements for our project operations, specifically for our dams, could be imposed on us. In addition, environmental agencies have intensified the frequency of inspections of tailings dams, including ours. For additional information on mining activities and altering its calculation basis. Further changes to the CFEM regime or increaseregulations in applicable rates could adversely affect us.Brazil, see “Item 4.B.—Business Overview—Brazil—Mining Regulation.”

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

As of December 31, 2018,2019, our total debt outstanding was R$28,82727,967 million, comprising R$5,6535,126 million of short-term debt and R$23,17422,841 million of long-term debt. We had R$2,2481,089 million in cash and cash equivalents as of December 31, 2018.2019. Our planned investments across our business segments will require a significant amount of cash over the course of 20192020 and following years. See “Item 4D. Property, Plant and Equipment—Acquisitions and Dispositions.”

Our level of indebtedness could affect our credit rating and our ability to obtain any necessary financing in the future and may increase our cost of borrowing. In addition, our level of indebtedness could make it more difficult to refinance our existing indebtedness and could make us more vulnerable in the event of a 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 us and make it more difficult for us to make payments of dividends and other distributions to our shareholders, including the holders of ADSs, as well as to fund our operations, working capital and capital expenditures necessary for the maintenance and expansion of our business activities.


Our ability to refinance our indebtedness maturing in 20192020 and 20202021 is subject to market conditions and creditor approvals. In the event conditions are not favorable or approvals are not obtained, we will be required to make significant payments in the next 1624 months under our financings, which would adversely affect our financial and cash position and may result in downgrades in our credit ratings.

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 our common shares or ADSs, 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 due to factors specific to us, trends in the industries we operate or in the credit and capital markets generally. On December 31, 2018,2019, our Fitch, Moody’s and S&P credit ratings were B-, B3B, B2 and CCC+,B, respectively. Credit rating agencies regularly evaluate us and their ratings are based on a number of factors, including our financial strength. We cannot assure that credit rating agencies will not downgrade our credit ratings or that credit ratings will remain in effect for any given period of time or not be withdrawn entirely by the rating agencies, if in their judgment circumstances so warrant.

Any lowering, suspension or withdrawal of our credit ratings may have an adverse effect on us and our ability to refinance our existing indebtedness.

Accidents or malfunctioning equipment on our premises, railways or ports may decrease or interrupt production, internal logistics or distribution of our products and adversely affect us.

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 ship loaders, 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. Any 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 and disposal 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 and accidents involving our tailings dams. 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 exposure to civil responsibilities, administrative penalties, criminal sanctions and closure orders for non-compliance with these regulations. OurFailure to comply with our health, safety and environmental standards and risk management programs and procedures may provebe insufficient in preventingto prevent incidents or accidents that could adversely affect us.

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Failures in or interruptions to our telecommunications, information technology systems or automated machinery could adversely affect us.

Our operations are heavily reliant on telecommunications, information technology systems and automated machinery. Disruptions to these systems, caused by obsolescence, technical failures or intentional acts, may adversely affect us. In addition, any failure in our systems related to confidential information, caused by external cyber‑attacks or internal actions, including negligence or misconduct of our employees, could have a negative impact on our reputation and our interactions with competitors and other third parties, including governmental and regulatory bodies, suppliers and others.

Our information technology systems are protected by security layers, including security solutions and monitoring processes; however, they may be vulnerable to external factors such as natural disasters, viruses, cyber‑attacks and other security breaches. Any damage or interruption to our information technology systems may adversely affect our results of our business and expose us to fines and litigation.

In 2018, Law No. 13,709/2018, or the Brazilian General Data Protection Law, was enacted to take effect in August 2020 and to change the personal data protection system in Brazil. This law sets forth a new legal framework for the treatment of personal data, including the rights of personal data holders, the legal basis applicable to personal data protection, the requirements to obtain consent, the obligations and requirements related to security incidents, personal data leaks and transfers and the creation of the Brazilian Data Protection Authority, among others. If we fail to adapt our processes to comply with this law, we may be subject to penalties, including mandatory disclosure of our non-compliance, temporary blocking and/or deletion of personal data and fines of up to 2% of our revenue in the last fiscal year, excluding taxes, up to an aggregate amount of R$50.0 million per infraction.

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

We maintain several types of insurance policies as part of our risk management for each of our businesses and seek to follow industry practice regarding best coverage, which encompasses domestic and international (import and export) cargo transportation (road, rail, sea or air), life insurance, personal accidents, health, automobile, directors and officers, general liability, CAR (construction and erection risks), trade credit insurance, surety, named perils, ports and terminal liabilities.

We also have an insurance policy covering the operational risks, material damages and loss of profits of the following operations and subsidiaries: Presidente Vargas Steelworks, CSN Mineração S.A., or CSN Mineração, and the container terminal Sepetiba Tecon S.A., or TECON. This policy was renewed with domestic and foreign insurers and reinsurers and is valid until March 31,June 30, 2020, with a limited indemnity of US$600 million (for an insured value of US$9.110.2 billion) and a deductible of US$385 million for material damages and 45 days to loss of profits.

The coverage obtained in our insurance policies may not be sufficient to cover all risks or the extent of the risks we are exposed to, which could expose us to significant costs. Additionally, we may not be able to successfully contract or renew our insurance policies or to do so on terms satisfactory to us. The occurrence of one or more of these events may adversely affect us.


Our projects are subject to risks that, if materialized, may result in increased costs and/or delays or that could prevent their timely or successful implementation.

We are investing to further increase our steel, mining and cement production capacity, as well as our logistics capabilities. The success of these projects is subject to a number of risks that, if materialized, may adversely affect our growth prospects and profitability, including, among others:

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

·        lack of infrastructure, including waste disposal areas and reliable power and water supply;

·        environmental remediation costs;

·        delays or higher than expected costs in obtaining or renewing required authorizations, concessions, licenses or permits and/or regulatory approvals to build or continue a project; and

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·        changes in market conditions, laws or regulations that render 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.

We are subject to environmental, health and safety incidents. Additionally, current, new or more stringent environmental, health and safety regulations applicable to us may result in liability exposure and increased capital expenditures.

Our steel production, mining, cement, energy and logistics facilities are subject to a broad range of laws, regulations and permit requirements in the countries where we operate relating to the protection of the environment, health and safety.

Brazilian pollution standards are subject to change, including 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 support the creation of an integral protection conservation unit, as privately owned conservation areas (Reserva Particular do Patrimônio Natural), or national parks, or areas of relevant ecological interest (ARIE), including the Cicuta Forest, as 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 reduction in carbon emissions for the industry (including steel making and cement sectors) and an action plan 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 the State Environment Institute (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. At the federal level, the environmental national council, (Conselho Nacional do Meio Ambiente), or CONAMA, issued Resolution No. 436/2011 to address air emissions that obliged steel companies to comply with certain emission standards as of December 2018, including adjustments in the filters of plant chimneys. In September 2018, we entered into a TAC with the state of Rio de Janeiro relating to this resolution. Any failure to comply with these or other laws, resolutions and standards may expose us to civil, criminal and administrative liability. The Brazilian government has also established a national policy for solid waste (Política Nacional de Resíduos Sólidos), which provides for 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 was issued in June 2018, which may impose stricter regulations on our mining operations, including requests for environmental recovery of areas and investments for the granting of mining concessions.

Our operations involve the use, handling, storage, discharge and disposal of hazardous substances into the environment and the use of natural resources, and are subject to significant risks and hazards, including fire, explosion, toxic gas leaks, spilling of polluting substances or other hazardous materials, rockfalls, incidents involving dams, failure of operational structures and incidents involving mobile equipment, vehicles or machinery. This could occur by accident or by breach of operating and maintenance standards, and could result in significant environmental and social impacts, damage to or destruction of mineral properties or production facilities, personal injury, illness or death of employees, contractors or community members close to operations, environmental damage, delays in production, monetary losses and possible legal liability. Additionally, in remote localities, our employees may be


exposed to tropical and contagious diseases that may affect their health and safety. Notwithstanding our standards, policies and controls, our operations remain subject to incidents or accidents that could adversely affect us and our stakeholders.

New or more stringent environmental, safety and health standards imposed on us could require increased capital expenditures, additional legal preservation areas within our properties or modifications to our operating practices or projects. With regard to our mining activities, as a result of recent accidents of other mining companies in the cities of MarianaFor further information on environmental regulations and Brumadinho, in the state of Minas Gerais, involving the breaking of upstream mining dams, which we also operate, but all of which are inactive, further new or more stringent environmental licensing requirements for our project operations, specifically for our dams, could be imposed. ANM has determined that all upstream dams in Brazil must be decommissioned or adapted to other methods by 2021 for inactive damsclaims, see “Item 4.B.—Business Overview—Governmental Regulation and by 2023 for active dams, and similar regulation has been passed by the state of Minas Gerais and its environmental bodies, requiring decommissioning by 2022.Other Legal Matters.”

In addition, in July 2018, the Federal Prosecutor’s Office and the State Public Prosecutor of Rio de Janeiro filed a public civil action against us, HARSCO and INEA, for immediate removal of slag piles in the city of Volta Redonda, in the state of Rio de Janeiro, that adjoin the Paraíba do Sul River. The amount and timing of these and other 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 implementtoimplement or may make such projects economically unfeasible. We could also be exposed to civil, administrative or criminal liability and closure orders for non-compliance with these regulations, as well as encounter delays in obtaining environmental or other operating licenses. Waste disposal, including our slag piles, and emission practices may result in the need for us to clean up or retrofit our facilities or our disposal locations at substantial costs and/or could result in substantial civil, criminal and administrative liability, including, among others, pursuant to public civil actions. Environmental legislation in 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 enter into TACs with Brazilian regulatory 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 or to remediate non-compliance in a timely manner, we may be exposed to penalties, such as fines, revocation of permits or closure of facilities.

Our governance and compliance procedures 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 subject to enforcement worldwide. Our governance and compliance procedures may not prevent breaches of law, accounting and/or governance standards applicable to us, and we may be unable to identify wrongdoing or improper activities by members of our management, employees or third parties. We may be subject to breaches of our Code of Ethics, business conduct protocols and to instances of fraudulent behavior, dishonesty and unlawful conduct by members of our management, employees, contractors or other agents, which could subject us to fines, loss of our 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.

Our internal controls over financial reporting may not prevent or detect misstatements in 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 we fail to maintain the adequacy of our internal controls, including implementing new or improved required controls, we could fail to meet our financial reporting obligations, which could trigger a default under some of our agreements. In this regard, and in connection with management’s evaluation of the effectiveness of our internal control over financial reporting, we concluded that, as of December 31, 2018, CSN’s2019, our internal control over financial reporting is effective.

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 ventures, strategic alliances and consortia with other companies. We have, among others: (i) established a strategic alliance with an Asian


consortium at our controlled investee CSN Mineração to mine iron ore; (ii) a joint venture with other Brazilian steel and mining companies at MRS Logística S.A., or MRS, to explore railway transportation in the Southeastern region of Brazil; (iii) a joint venture with certain Brazilian governmental entities at Transnordestina Logística S.A., or TLSA, to explore railway transportation in the Northeastern region of Brazil; (iv) a joint venture with Engie Brasil Energia S.A. and Companhia de Cimento Itambé, or Itambé, at Itá Energética S.A., or ITASA, to produce electricity; and (v) a consortium with Votorantim Metais Zinco S.A.,L.D.R.S.P.E Geração de Energia e Participações, Aliança Geração de Energia S.A. (union of Vale S.A., or Vale, and CEMIG Geração e Transmissão S.A.), or Aliança, and AngloGold Ashanti Córrego do Sítio Mineração S.A., or AngloGold, at Igarapava hydroelectric facility to produce electricity.

Our forecasts and plans for these 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 ventures or consortia rely on financing commitments, which contain certain preconditions for each disbursement. If any of our partners fails to observe their commitments or we fail to comply with all preconditions required under our financing commitments or other partnership arrangements, the affected joint venture, consortium or other project may not be able to operate in accordance with its business plans, or we may have to increase the level of our investment to implement these plans, which could adversely affect us.

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Risks associated with drilling and production could render mining projects economically unfeasible.

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 record 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 and mine life may prove inaccurate, market price fluctuations and cost changes 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 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 tailings dams. Our exploration programs may also fail to result in the expansion or replacement of reserves depleted by 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.”

Natural and other disasters, or extreme weather conditions, could disrupt our operations. 

Because of our exposure to raw materials costs, extreme weather conditions, such as heavy rainfall or flooding, could reduce the available supply of our raw materials and increase our raw materials costs, which would have a material adverse impact on us. Additionally, we are subject to technical or physical risks including fire, power loss, water supply loss, reduction or rationing, leakages, accidents and failures in telecommunications and information technology systems, any of which could disrupt our operations.

We may not be able to consummate proposed acquisitions 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 acquisitions successfully and develop these businessesthesebusinesses to realize revenue growth and cost savings, we could be adversely affected. Acquisitions also pose the 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 liabilities, could adversely affect us and reduce the expected and bargained-for 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 and/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 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 the transaction, do so subject to restrictions, including the divestment of assets, or reject it. Any of these developments or adverse regulatory decisions could negatively affect us.

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 weak economic conditions in Brazil. These factors have materially and adversely affected our liquidity and we expect this to continue. Recent cost cutting measures implemented by us may not be sufficient to offset these effects or to improve our liquidity position.

We have announced certain measures to improve our liquidity and debt profile, including the potential sale of certain assets. In addition, we are negotiating the extension of certain of our credit facilities. If we are unable to successfully sell certain assets and/or extend our debt amortization profile, 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 operations of our facilities and/or the timing of completion and the cost of our projects.

We are exposed to the risk of litigation.

We are currently and may in the future be a party to legal proceedings and judicial, administrative or arbitration claims. For some of these legal proceedings and claims, we have not established a 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 unfavorable 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 us.

Certain judicial or administrative proceedings may adversely affect our shareholders and holders of the ADSs, specifically their receipt of dividends. In August 2018, a federal court of tax enforcement blocked our distribution of an extraordinary dividend in the amount of R$890.0 million due to ongoing tax proceedings we are party to, which rulingdecision was reversed in December 2018.2018 through an injunction filed by us. The case is pending final judgment.

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The outbreak of communicable diseases such as the ongoing COVID-19 outbreak on a global scale may affect investment sentiment, cause operational disruptions and result in sporadic volatility in global markets.

The outbreak of communicable diseases such as the ongoing COVID-19 outbreak on a global scale may affect investment sentiment, cause operational disruptions and result in volatility in global markets, potentially affecting the global and local economy and outlook. The spread of this virus has caused certain business, market and travel disruption and has resulted in government measures shutting down certain operations and restricting travel.

In the event the spread of COVID-19 continues, its consequences are likely to materially and adversely affect the global economy and the financial markets, consequently affecting our clients, our suppliers and us. Quarantines and government measures may restrict certain economic activities in affected regions globally, including Brazil, resulting in reduced business volume, disrupted production and operations and temporary closures of our or other companies’ facilities.

There is uncertainty regarding the duration of disruptions deriving from the spread of COVID-19, the extent of government intervention or other measures and economic effects on the stock market, foreign exchange rates, unemployment rates, interest rates and otherwise. The extent to which the spread of COVID-19 will affect us depends on future developments that are highly uncertain and cannot be predicted as of the date of this annual report.

The effect of any discontinuation or replacement of the LIBOR may adversely affect us.

The U.K. Financial Conduct Authority announced in July 2017 that it intends to no longer compel banks to submit rates for the calculation of the London interbank offered rate, or LIBOR, after 2021. To mitigate any possible impact, various regulators have proposed alternative reference rates. As of December 31, 2019, we had R$2,564 million of LIBOR-indexed financings maturing after 2021. We cannot predict the effect of any discontinuation or replacement of the LIBOR at this time and, consequently, we cannot assure you that these changes will not have an adverse effect on us.

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 by Brazilian Corporate Law. Our controlling shareholder may have an interest in pursuing acquisitions, dispositions, financings or other transactions that could conflict with your interests as a holder of our common shares and ADSs. In addition, the interests of the members of our controlling family have not always been aligned and any conflicts that may arise may adversely affect us.

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

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 allows the custodian to convert dividends and other distributions with respect to the common shares into non-Brazilian currency and remit the proceeds abroad. Pursuant to CMN Resolution No. 4,373, in order for an investor to surrender ADSs for the purpose of withdrawing the shares represented thereby and be entitled to trade the underlying shares directly on the B3, the investor is required to appoint a Brazilian financial institution duly authorized by the Central Bank and the CVM to act as its legal representative, who shall be responsible, among other things, for keeping and updating the investors’ certificates of registrations with the Central Bank.IfBank. If you surrender ADSs and withdraw common shares you may be subject to a less favorable tax treatment on gains with respect to these investments. Moreover, if such representatives fail to obtain or update the relevant certificates of registration, investors may incur in additional expenses or be subject to operational delays which could affect their ability to receive dividends or distributions relating to the common shares or the return of their capital in a timely manner. The custodian’s certificate of registration or any foreign capital registration directly obtained by such holders may be affected by future legislative or regulatory changes, and we cannot assure such holders that additional restrictionsadditionalrestrictions applicable to them, the disposition of the underlying common shares or the repatriation of the proceeds from the process will not be imposed in the future. For a more complete description of Brazilian restrictions on foreign investments and Brazilian foreign investment regulations, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Restrictions on Foreign Investment” and “—A. Selected Financial Data—Exchange Rate Information—Exchange Controls.” For a more complete description of Brazilian tax regulations, including any potential risks regarding the possibility that the sale or disposition of ADSs by a Non-Brazilian Holder may be subject to capital gains tax in Brazil, see “Item 10. Additional Information—E. Taxation—Brazilian Tax Considerations.”

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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 in which they do so. Alternatively, ADS holders can exercise their right to vote by surrendering their ADSs for cancellation in exchange for our common shares. Pursuant to applicable Brazilian law, companies that issue ADSs must publish the first call for a shareholders’ meeting at least 30 days in advance of the meeting, and the second call must be published at least eight days in advance of the meeting. When a shareholders’ meeting is convened, holders of ADSs may not receive sufficient advance notice to surrender their ADSs in exchange for the underlying common shares in time 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.


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. There is also significantly greater concentration in the Brazilian securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented 60.6%58.9% of the aggregate market capitalization of the B3 S.A. –Brasil, Bolsa, Balcão, or the B3, as of December 31, 2018.2019.

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 the price and time you wish 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 be needed to find available exemptions from registration, 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 is not available, 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. For a more complete description of preemptive rights with respect to the underlying shares, see “Item 10B. Memorandum and Articles of Association—Description of Capital Stock––Preemptive Rights.”

A decrease in our market capitalization may increase volatility.

In recent years, our market capitalization has been volatile, resulting in increased volatility in the trading price of our common shares and ADSs. Any decreases in our market capitalization may further increase volatility. The trading price of the ADSs decreased throughout 2018 and, as of December 31, 2018, presented a variation of (11)% as compared to their 2017 year-end trading price. If the trading price of the ADSs drops below the levels required by the listing standards of the New YorkNewYork Stock Exchange, or NYSE, 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.

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The trading price of the ADSs increased in 2019 and, as of December 31, 2019, presented a variation of 55% as compared to their trading price as of December 31, 2018.

Item 4. Information on the Company

4A. History and Development of the Company

Companhia Siderúrgica Nacional is a Brazilian corporation (sociedade por ações) incorporated in 1941 pursuant to a decree of Brazilian president Getúlio Vargas. The Presidente Vargas Steelworks, located in the city of Volta Redonda, in the state of Rio de Janeiro, began its production of coke, pig iron and steel products in 1946, when we also incorporated 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 and the Arcos Mine provides our flux, limestone and dolomite.


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

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 these investments, since February 1996, all our production involves continuous casting, which requires lower energy use and results in decreased metal loss as compared to ingot casting. From 1996 until 2002, we invested the equivalent of US$2.4 billion in our capital improvement program and on maintaining our operational capacity, culminating with the renovation of our Blast Furnace No. 3 at the President Vargas Steelworks, or Blast Furnace No.3, and Hot Strip Mill No. 2 in 2001. These measures resulted in an increase of our annual production capacity to 5.6 million tons of crude steel and 5.1 million tons of rolled products.

In 2007, CSNwe started to sell iron ore in the seaborne market. Today, CSN,we, through itsour controlled company CSN Mineração, isare an important exporter of iron ore, drawing from the high quality iron ore reserves in the Casa de Pedra and Engenho mines, located in the state of Minas Gerais. CSN Mineração currently holds the concession to operate the Terminal de Carvão, or TECAR, a solid bulks terminal located in Itaguaí Port in the state of Rio de Janeiro, through which CSN Mineração exports iron ore and imports coal and coke.

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

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

In addition, we installed a new plant for production of long steel products at Volta Redonda, which began 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. This plant provides the domestic Brazilian market with rebar for civil construction and wire rod for industrial and civil construction.

In 2015, we inaugurated two new grinding mills, and in 2016, we concluded a new 6,500 tons per day kiln line, reaching an aggregate annual capacity of 4.7 million tons in our cement plants.

In June 2018, we sold Heartland Steel Processing, LLC (formerly Companhia Siderúrgica Nacional, LLC) to Steel Dynamics, Inc. for US$400.0 million. We continue our commercial import and distribution activities in the North American market through our U.S. subsidiary Companhia Siderúrgica Nacional, LLC.

In 2019, investments of approximately R$250 million in the maintenance of Blast Furnace No. 3 increased its steel production capacity by 500,000 tons per year.

General

We are one of the largest fully integrated steel producers in Brazil and Latin America in terms of crude steel production. We operate throughout the entire steel production chain, from the mining of iron ore to the productiontheproduction 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.

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Steel

Our steel segment comprises a portfolio of diverse products and provides us an international footprint by means of our international subsidiaries and our exports from Brazil. In our flat steel segment, we are an almost fully integrated steelmaker. Our main industrial facility, Presidente Vargas Steelworks produces 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 production process is based on the integrated steelworks concept. Our current annual crude steel capacity and rolled product capacity at Presidente Vargas Steelworks is 5.6 million and 5.1 million, tons, respectively. At the end of 2015, due to weak internal demand for steel, we decided to interrupt the operation of Blast Furnace No. 02 for maintenance, which impacted our annual production capacity of crude steel at the Presidente Vargas Steelworks by 28%, while the production of rolled steel decreased 20%. During 2016, our inventory levels significantly dropped and we resumed operations of Blast Furnace No. 2 in October 2016.

Our production process is based on the integrated steelworks concept.


We currently obtain all of our iron ore (except for pellets), limestone and dolomite requirements and a portion of our tin requirements, from our own mines. Using imported coal, we produce approximately 55%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.

In addition to the production of flat steel, we entered into the long steel segment, with the acquisition of SWT in 2012 for €482.5 million. SWT is a long steel producer in Germany with annual production capacity of approximately 1.1 million tons of steel sections.

We also completedSince December 2013, we own and operate a new plant in Volta Redonda for production of long steel products in Volta Redonda, in December 2013.products. The plant consists of an electric arc steelmaking furnace, continuous casting for billets and a hot rolling mill for round section long products – wire rod and rebar.

Mining Activities

We own a number of high quality iron ore mines, strategically located within Brazil’s “Iron Ore Quadrangle” (Quadrilátero Ferrífero) in the state of Minas Gerais, including the Casa de Pedra and Engenho mines, located in the city of Congonhas, pertaining to our controlled investee CSN Mineração, and the Fernandinho mines, located in the city of Itabirito and 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. (formerly Mineração Nacional S.A.), or Minérios Nacional.

Our mining assets also include (i) the solid bulks cargo terminal Itaguaí Port, or TECAR, in the state of Rio de Janeiro, which pertains to CSN Mineração; (ii) the Bocaina mines, located in the city of Arcos, in the state of Minas Gerais, which produce dolomite and limestone; and (iii) 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 32.9 million tons, 27.4 million tons, 29.6 million tons and 29.634.9 million tons of iron ore to third parties in 2016, 2017, 2018 and 2018,2019, respectively.

Logistics

Our vertical integration strategy and the synergies among our business units are strongly dependent on the logistics needed to guarantee the transportation of inputs at low cost. A number of railways and port terminals comprise the logistics system that integrates our mining, steelmaking and cement units.

We operate a port terminal for containers, TECON at Itaguaí Port, in the state of Rio de Janeiro, and CSN Mineração operates TECAR.

We also have the following participation in three railways: (i) we share control in MRS, which operates in the Southeast region of the federal railway system, along the Rio de Janeiro - São Paulo - Belo Horizonte axis; (ii) we have an interest in joint venture TLSA, which has a concession to construct and operate the Northeastern Railway System II; and (iii) we control Ferrovia Transnordestina Logística S.A., or FTL, which operates the Northeastern Railway System I.

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Cement

We entered the cement market in May 2009 in order to take advantage of the synergy potential with our steelmaking business. Our cement operations use as inputs slag generated by our blast furnaces at Volta Redonda and limestone from our limestone reserves in our Bocaina mines, which is used to produce clinker. Slag and clinker are the main inputs in cement production.

In 2015, we inaugurated two grinding mills, and in 2016, we concluded a new kiln line with a capacity of 6,500 tons per day, reaching an aggregate capacity of 4.7 million tons per year of cement production considering our Volta Redonda and Arcos plants. We plan to increase our market share in the cement segment in Brazil in order to diversify our product mix and markets, which will allow us to reduce our risk exposure.

Energy

We are self-sufficient in our energy needs. Steelmaking requires significant amounts of electricity to power rolling mills, production lines, hot metal processing, coking plants and auxiliary units.


The main source of the electricity we use is our thermoelectric cogeneration power plant located at Presidente Vargas Steelworks, which is fueled by gasesgas from the steel production process, and has an installed capacity of 235.2 MW. In addition, we hold a 29.5% equity interest in the Itá hydroelectric facility in the state of Santa Catarina, through a 48.75% equity interest in ITASA and a 17.9% equity interest in the Igarapava hydroelectric facility in the state of Minas Gerais, from whichGerais. Through these equity interests, we have assured 136secured 188 MW from each.in annual power supply for our operations. In 2014, we installed a new turbine generator at Presidente Vargas Steelworks, which added 21 MW to our installed capacity. This turbine uses gases from the iron-making process to generate energy.

Other Information

CSN’sOur legal and commercial name is Companhia Siderúrgica Nacional. CSN isWe are organized for an unlimited period of time under the laws of the Federative Republic of Brazil. OurBrazil with head offices are located at Av. Brigadeiro Faria Lima, 3400, 19th and 20th floors, Itaim Bibi, São Paulo, Brazil, CEP 04538-132, and our telephone number is +55 (11) 3049-7100. CSN’sOur agent for service of process in the United States is Cogency Global Inc., located at 10 E. 40th Street, 10th Floor, New York, New York 10016.

Our10016.Our website iswww.csn.com.br. The U.S. Securities and Exchange Commission, or the SEC, maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including our filings, athttp://www.sec.gov.

4B. Business Overview

Competitive Strengths

We believe that we have the following competitive strengths:

Integrated business model.We are a highly integrated steelmaker and we believe this integration supports resilient and profitable operations. Our integrated business model comprises our captive sources of raw materials, principally iron ore, and our infrastructure, including railways and deep-water port facilities. In terms of raw materials, we own a number of high-quality iron ore mines, strategically located within Brazil’s “Iron Ore Quadrangle,” which distinguishes us from our main competitors in Brazil who are required to purchase all or a portion of their iron ore from mining companies.

Profitable mining business.We have in recent years invested significantly in our mining business, placing CSNus in a prominent position among the world’s leading iron ore players. Further mining expansions will enable us to expand our product portfolio and total output, increasing our presence in seaborne markets.

We have high-quality iron ore reserves in Casa de Pedra, Engenho, Fernandinho and other mines, all located in the state of Minas Gerais. Our mining activities are an important contributor to our EBITDA. We sold 32.9 million tons in 2016 (including 100% of Namisa due to its full consolidation of CSN Mineração), 32.6 million tons in 2017, and 34.8 million tons in 2018.2018 and 38.5 million tons in 2019 of iron ore. Our mining business also includes TECAR, a solid bulks terminal at Itaguaí Port in the state of Rio de Janeiro, with a capacity to handle 4542 million tons per year, and the Bocaina mine, located in the city of Arcos in the state of Minas Gerais, which produces dolomite and limestone, as well as our subsidiary ERSA, which mines and casts tin.

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In 2015 and 2016, we implemented cost reduction measures, which, along with the depreciation of thereal, reduced our production costs at the Casa de Pedra mine from US$24.66/15.75/ton in 20142017 to US$15.56/ton14.58 in 2015, US$12.92/ton in 20162018 and US$115.75/ton14.68 in 2017. In 2018, our production costs decreased 8% as compared to 2017, reaching US$14.58/ton.2019.

Thoroughly developed transport infrastructure.We have a thoroughly developed transport infrastructure, connecting our iron ore mines to our steel mills and to the port terminals we operate. Our Presidente Vargas Steelworks facility is located next to railway and port systems, which facilitates its supply of raw materials, product shipments and access to our main clients. Our steelworks are close to the main steel consumer centers in Brazil, with easy access to port facilities and railways. The concession for the main railway we use and operate is owned by MRS, in which we hold, directly and indirectly, a total of 34.94% (or 37.27% before non-controlling interest) 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 handle our iron ore exports and most of our steel exports, as well as our imports of coal and metallurgical coke. Since the constitutionconstruction of MRS’s railway in 1996, it has significantly improved its productivity and developed its business, with increased cash generation.

Self-sufficiency in energyEnergy generation.We are self-sufficient in our energy needsgenerate power through our interests in the hydroelectric facilities of Itá and Igarapava, as well as our own thermoelectric plant located inside Presidente Vargas Steelworks.Steelworks, which allow us to benefit from reduced energy tariffs. We sell excess energy we generate in the energy market on a spot basis. Our 256256.2 MW thermoelectric cogeneration plant provides Presidente Vargas Steelworks with approximately 60% of its energy needs for its steel mills, and uses as its primary fuel the waste gases generated by our coke ovens, blast furnaces and steel processing facilities. We hold a 29.5% equity interest in the Itá hydroelectric facility in the state of Santa Catarina, through a 48.75% equity interest in ITASA. This ownership stake grants us assured energy of 167ITASA, and a 17.9% equity interest in the Igarapava hydroelectric facility. Through these equity interests, we have secured 188 MW proportional toin annual power supply for our ownership interest, pursuant to a 30-yearoperations under power purchase agreementagreements at a fixed price per megawattMW hour, adjusted annually for inflation. In addition, we own 17.9% of the Igarapava hydroelectric facility, which has a fully installed capacity of 210 MW and a direct take of 136 MW of assured energy to 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 compared to peer companies in both the steel and mining segments. Other factors that lead to our low cost structure include the strategic location of our steelworks facility along with our low-cost, skilled workforce.

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, including 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 and to establish 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 Brazilian market for steel products, with a market share of approximately 30%27% of the domestic flat steel market. In addition, through our international subsidiaries we sell our flat steel products in the United States and in Europe, which sales accounted for approximately 17%14% of our total flat steel sales in 2018.2019. Direct exports accounted for 5%2% of our total sales in 2018.2019. 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 2018, SWT accounted for 16%17% of our total sales, representing 806,000791,000 tons.

Our Strategies

Our goal is to make the most of our high-quality product portfolio, low cost production and diverse consumer market to preserve our position as one of the world’s lowest-cost steel producers and as a global player in the mining of iron ore, increase our cement segment’s market share and optimize our infrastructure assets, including ports, railways and power generating plants, which support our high integration and low cost structure. To achieve these goals, we have developed specific strategies for each of our business segments, as described below.

Steel

The strategy for our steel business comprises:

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·        Focus on the domestic market, by increasing market share in the flat steel segment and long steel market;

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

·        Geographical diversification through our flat and long steel facilities abroad and our focus on diversifying our exports through, among others, coated steels;

·        Constant pursuit of operational excellence by developing and implementing cost reduction projects, including energy efficiency, and process review programs, including internal logistic optimization, project development and implementation discipline;

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


·        Increased customized services and distribution abilities through our expanding distribution network.

For information on planned investments relating to our steel activities, see “Item 4D. Property, Plant and Equipment—Acquisitions and Dispositions.”

Mining

In order to strengthen our position in the iron ore market, we plan to invest in our mining assets, including CSN Mineração, to generate low operational costs and long-term growth opportunities.

In the coming years, we expect to reach an annual shipment level of over 60 million tons per year of iron ore products, including third party products, by increasing mine capacities, including Casa de Pedra, and developing export services for third party producers. In the short term, considering downward pricing pressure expected by global iron ore market participants and likely volatility in global iron ore prices, our focus is on exporting quality iron ore at low cost in order to guarantee our participation in the seaborne market.

To sustain this growth, we plan to increase TECAR’s capacity from 42 million tons per year to 60 million tons per year.

To maximize the profitability of our product portfolio, we are focused on increasing our output of high quality pellet feed with Itabirito’s deposits and investing with strategic partners and clients in providing pellet feed to pellet producers.

For information on planned investments relating to our mining activities, see “Item 4D. Property, Plant and Equipment—Acquisitions and Dispositions.”

Logistics

We expect to expand our logistics capabilities, which comprise our integrated infrastructure operations of railways and ports, in order to increase the transportation efficiency of both our incoming raw materials and distributed products.

We will continue to improve our product delivery in the Brazilian market (mainly steel and cement) by implementing low-cost measures, increasing our use of rail transportation and providing more distribution centers to reach end-clients.

In addition to investments in theour bulk terminal TECAR, we expanded theour TECON container terminal in 2014 in order to operate large vessels simultaneously, which increased TECON’shas a capacity toof 440,000 containers.containers per year.

In terms of railways, we are developing the Transnordestina Logística project, which focuses on iron ore, agricultural commodities, gypsum and fuel. We also plan to invest in increased efficiency and capacity in the South of Brazil through our participation in MRS.

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Cement

Our cement business strategy involves the utilization of the limestone reserves in our Bocaina mines and the slag generated by our blast furnaces at Volta Redonda. Our first cement grinding mill was inaugurated in 2009, with a capacity to produce 2.4 million tons per year. In 2011, we began producing clinker in the Arcos plant, which provided lower production costs. In 2015, we inaugurated two grinding mills, and in 2016, we concluded a new kiln line with a capacity of 6,500 tons per day, reaching an aggregate capacity of 4.7 million tons per year. We intend to expand our cement production capacity to 5.7 million tons per year over the next years. For information on planned investments relating to our cement activities, see “Item 4D. Property, Plant and Equipment—Acquisitions and Dispositions.”

Investments and Divestitures

In addition to our planned investments and capital expenditures, we continue to evaluate acquisition opportunities, as well as joint ventures and brownfield or greenfield projects, to improve our steel, cement and mining cost competitiveness and production, along with our logistics capabilities, logistics infrastructure and energy generation.

We also have a significant portfolio of non-core assets in each of our operating segments that are available for sale, including assets outside Brazil, that we are looking to divest in order to improve our liquidity position in the short- to medium-term, including in the form of streaming transactions related to our iron ore business and the sale of European assets and a portion of our investment in Usinas Siderúrgicas de Minas Gerais S.A., or Usiminas. These opportunities are in various stages, including, in some cases, exclusive negotiations.


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

Our Presidente Vargas Steelworks produces flat steel products, which comprise slabs, hot-rolled, cold-rolled, galvanized and tin mill products. For more information on our flat steel production process, see “—Production Output.”

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 with a maximum thickness of 12.70 millimeters used to manufacture automobile parts, pipes, structural 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. Cold-rolled products have more uniform thickness and better surface quality when compared to hot-rolled products and their main applications are automotive parts, home appliances and construction. We supply cold-rolled coils with thickness ranging from 0.30 millimeters to 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:

·        automobiles, trucks and 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 and home appliances, among others. 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 allows for products with highly adherent and uniform zinc coatings capable of being processed in nearly all kinds of bending and forming machinery.

We produceGalvanew® in addition to standard galvanized products.Galvanew® is produced by an additional annealing cycle 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 produceGalvalume®, a continuous Al-Zn coated material. Although the production process is similar to hot-dip galvanized coating,Galvalume® has at least twice the corrosion resistance of standard galvanized steel.Galvalume® is primarily used in outdoor construction applications that may be exposed to severe acid corrosion, like marine uses.

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

Through CSN Paraná, we also produce pre-painted flat steel, which is manufactured in a continuous painting 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. We apply coatings of tin or chromium by electrolytic process. Coating costs place tin mill products among our highest priced products. The added value from the coating process permits us to price our tin mill products at a higher 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;

·        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;

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·        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 largest producers of tin mill products in the world and the sole producer of coated tin mill products in Brazil.

Quality Management System

We maintain a Quality Management Systemquality management system that is certified to comply with the International Standardization Organization, or ISO, 9001:2015 standard and the automotive industry’s Technical Specification IATF 16949:2016. ISO 9001:2015 is for the design and manufacture of slabs, blooms, billets, hot-rolled flat, pickled and oiled, cold-rolled and galvanized steel, tin mill products and long steel products and IATF 16949:2016, third edition, is for the manufacture of hot-rolled flat, pickled and oiled steel products, cold-rolled and galvanized steel products. In 2019, we implemented the initial steps to obtain a Global Food Safety Initiative (GFSI) recognized certification, joining the GFSI Global Markets Program for the manufacture of tinplate and chromium (tin free steel) by means of electrolytic processes to supply material for production in the food and beverage packaging segments.

Production Output

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


Crude Steel Production

 

Brazil

 

CSN

 

CSN % of Brazil

 

Brazil

 

CSN

 

CSN % of Brazil

 

(in millions of tons)

 

 

 

(in millions of tons)

 

 

2019

 

32.2

  2.8

 

8.7%

2018

 

34.7

 

4.0

 

11.5%

 

34.7

 

4.0

 

11.5%

2017

 

34.3

 

4.2

 

12.2%

 

34.3

 

4.2

 

12.2%

2016

 

30.2

 

3.0

 

9.9%

_______________

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

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

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

 

The following table presents selected operating statistics for the periods indicated:

Certain Operating Statistics

 

 

 

 

 

 

 

2018(1)

2017

2016

 

 

2017

2018(1)

2019

 

 

(in millions of tons)

  

(in millions of tons)

(in millions of tons)

 

Production of:

 

 

  

 

 

 

Molten Steel

 

4.1

4.3

3.1

  

4.3

4.1

2.9

 

Crude Steel

 

4.0

4.2

3.0

  

4.2

4.0

2.8

 

Hot-Rolled Coils and Sheets

 

4.0

3.9

3.3

  

3.9

4.0

3.4

 

Cold-Rolled Coils and Sheets

 

2.8

2.5

2.3

  

2.5

2.8

2.3

 

Galvanized Products

 

1.7

1.8

  

1.8

1.7

1.5

 

Tin Mill Products

 

0.5

  

0.5

0.4

 

 

 

 

 

 

 

_______________________

(1)   Considering production output of Heartland Steel Processing, LLC, through May 2018. In June 2018, we sold our entire interest in Heartland Steel Processing, LLC.

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.

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Iron Ore

We are able to obtain the majority of our iron ore requirements from our Casa de Pedra and 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 2018,2019, our metallurgical coal consumption totaled 2.11was 1.52 million tons. Metallurgical coal includes coking coal and PCI coal, which is a lower grade coal injected into blast furnaces, in pulverized form, to reduce coke consumption. The PCI system reduces our need for imported coke, thereby reducing production costs. Our total PCI coal consumption in 2018 totaled 0.4832019 was 0.23 million tons, all of which was imported. The sources of the hard coking coal consumed in our plants in 20182019 were: United States (48.0%(69.3%), Australia (46.8%(19.8%), Mozambique (3.2%) and Colombia (2.0%(5.2%), Canada (5.2%), Russia (0.5%) and for PCI: Russia (84.6%) and Australia (15.4%(100.0%).

Coke

In 2018,2019, in addition to the approximately 1.1670.926 million tons of coke we produced, we also consumed 0.9460.751 million tons of coke bought from third parties in China, Australia, India and Colombia, which represented an increasea decrease of 6.58%20.6% as compared to our consumption in 2017.2018.


Limestone and Dolomite

Our Bocaina Mine is located in the city of Arcos, in the state of Minas Gerais, and has been supplying, since the early 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 largest and highest 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 2.54.4 million tons.

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

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

·        Limestone and dolomite fines for sintering: used in the production of “sinter” in our steelworks. The sintering process mixes and heats together with fine ores, solid fuel and flux, producing a highly reactive granulated burden. The sinter is used in blast furnaces as the main source of iron for the production of pig iron.

·        The Bocaina Mine is also responsible for supplying limestone for cement manufacturing in Volta Redonda and Arcos.

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. We typically purchase aluminum and tin from third-party domestic suppliers and zinc from third-party domestic and international suppliers under one year contracts. We purchase part of our tin from our subsidiary ERSA. We maintain approximately 30, 1816, 20 and 2217 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 we generally purchase 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 gas production facilities located on the Presidente Vargas Steelworks site.

In 2018,2019, we used 638,894459,281 tons of oxygen to produce 4.02.9 million tons of crude steel.

Water

We require large quantities of water in the production of steel. Water serves as a solvent, a catalyst and a cleaning agent. It is also used to cool, carry waste, help produce and distribute heat and power and dilute liquids. Our source of water is the Paraíba do Sul River, which runs through the city of Volta Redonda. Over 93.4%92.9% 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$1.5762.527 million.

Electricity

Steelmaking requires significant amounts of electricity to power rolling mills, production lines, hot metal processing, coking plants and auxiliary units. In 2018,2019, our Presidente Vargas Steelworks consumed approximately 2.882.60 million MWh of electric energy.


Our main source of electricity is our thermoelectric co-generation power plant at the Presidente Vargas Steelworks, which is fueled by gases from the steel production process, with 235.2 MW of installed capacity. In addition, we hold a 29.5% equity interest in the Itá hydroelectric facility in the state of Santa Catarina, through a 48.75% equity interest in ITASA and a 17.9% equity interest in the Igarapava hydroelectric facility in Minas Gerais, from whichfacility. Through these equity interests, we have an average of 167secured 188 MW and 23in annual power supply for our operations under power purchase agreements at a fixed price per MW of ensured energy, respectively. hour, adjusted annually for inflation.

In 2014, we installed a new turbine generator at the Presidente Vargas Steelworks, which added 21 MW to our existing installed capacity. This turbine is located near our blast furnace and uses outlet gases from our iron production to generate energy.

Natural Gas

The market for natural gas is strongly correlated with the electricity market and we consume both natural gas and electricity, 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. To secure natural gas supply, in 2007, we signed a five-year “take-or-pay” agreement with CEG Rio, pursuant to which we committed to acquire at least 70% of the gas volume it provides. If we do not acquire this minimum volume, we may compensate the difference in amount paid in future years up to one year after the contract’s termination. The agreement’s term is until June 30, 20192020 and we are negotiating a new agreement. In 2018,2019, the Presidente Vargas Steelworks consumed 390.3453.5 million cubic meters of natural gas.

Diesel Oil

In January 2017, 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 2018,2019, our diesel oil consumption totaled 56,528was 64,920 kiloliters, used to produce 27,87532,089 million tons of iron ore, for which we paid R$133.6155.2 million.

Suppliers

We acquire our inputs in Brazil and abroad. Aluminum, zinc, tin, spare parts, refractory bricks, lubricants, oxygen, nitrogen, hydrogen and argon are the main inputs we acquire in Brazil. Coal and coke are the only inputs we acquire abroad.

In 2016, 2017, 2018 and 2018,2019, we consumed 245,000 tons, 60,346 tons, 19,477 tons and 19,477678,118 tons, respectively, of third party slabs.

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Our main raw materials suppliers are set forth below:

 

 

 

 Main Suppliers

 

Raw Material

 

 

 

Ternium

 

Slabs

BHP, Contura, Carbo One Limited, Vale, Warrior and Trafigura

 

Coal 

CI Milpa, Sinochem, Noble and Trafigura

 

Coke 

Ibrame, Latasa, and Nova Metais

 

Aluminum 

Votorantim Metais, Reciclyn, Zinco Ligas, Latasa and Trafigura

 

Zinc 

ERSA and Melt Metais

 

Tin 

Sotreq, Minas Máquina, Komatsu, Mason, Minas MaquinasInova and CVBWLM

 

Spare parts 

RHI Magnesita, Vesuvius and Saint Gobain 

 

Refractory bricks 

Ipiranga and Cosan

 

Lubricants 

 


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 four square km and containing five coke batteries, three of which are in operation, three sinter plants, two blast furnaces, a basic oxygen furnace steel 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.

The annual production capacity of steel at the Presidente Vargas Steelworks is 5.65.2 million tons.

Downstream Facilities

CSN Paraná

Our CSN Paraná branch produces and supplies plain regular galvanized products, Galvalume® products and pre-painted steel products for the automotive, construction and home appliance industries. The plant has an annual capacity of 330,000295,000 tons of galvanized products and Galvalume® products, 130,000131,000 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 120,000384,000 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® 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 150,000354,000 tons of tailored blanks, sheets and narrow strips, which can use cold-rolled or galvanized steel as a substrate.

Prada

We have a 99.99% ownership interest in Companhia Metalúrgica Prada. Established in 1936, Companhia Metalúrgica Prada is the largest Brazilian steel can manufacturer and has an annual production capacity of over one billion cans in its threefive industrial facilities: twofacilities located in the statestates of São Paulo, Minas Gerais, Rio de Janeiro and oneRio Grande do Sul and in the statecity of Minas Gerais. Currently, weBrasília. We are the only Brazilian producer of tin plate, which is Companhia Metalúrgica Prada’s main raw material, making it one of our most important customers. Companhia Metalúrgica Prada has important clients in the food and chemical industries, including packages of vegetables, fish, dairy products, meat, aerosols, paints and varnishesinfant nutrition and other business activities.

Prada Distribuição is one of the leaders in the Brazilian distribution market for steel products with 460,000600,000 tons per year of installed processing capacity. Prada Distribuição has onetwo steel service centercenters and sixfive distribution centers strategically located in the Southeast region of Brazil. The service center iscenters are located in the city of Mogi das Cruzes, betweenin the citiesstate of São Paulo, and in the city of Valença, in the state of 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 andusand services 4,000 customers annually from the civil construction, automotive and home appliances sectors, among others.Lusosider,others.

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Lusosider, Aços Planos, S.A.

We own indirectly 99.99% of Lusosider Aços Planos S.A., or Lusosider, a flat steel processing facility located in Seixal, near Lisbon, Portugal. Lusosider has the capacity to produce approximately 50,000105,000 tons of hot-rolled pickled coils, 120,00036,000 tons of cold-rolled steel products and 270,000276,000 tons of galvanized steel products per year. Its main customers include service centers and tube making industries.

CSN Distribuição

We have two 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 Northern regions of Brazil. We also have a distribution center in the city of Canoas, in the state of Rio Grande do Sul, to support sales in the Southern region of Brazil.


Long Steel Mills

SWT 

In February 2012, we acquired SWT in Germany, which marked our entranceentry 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, SWT produces more than 200 types of sections according to different German and international standards.

SWT’s Production Output

2018

2017

2016 

2017

2018

2019

 

 

 

 

Production of:

 

 

 

 

Beam Blank (Crude Steel)

871

862

 823

862

871

844

Long Steel (Finished Products)

818

801

 782

801

818

789

 

Raw Materials and Suppliers

Raw Materials and Energy Requirements

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

Scrap

Our scrap consumption in 20182019 was just under 1.00.94 million tons, as compared to 0.970.98 million tons of scrap in 2017,2018, and accounted for approximately 63%61% and 65%63% of our production costs in 20182019 and 2017,2018, respectively. We are able to obtain approximately 70% of our scrap needs from within a 250 km vicinity of our production facilities.

Ferroalloys, Lime and Foaming Coal

Because we do not own any sources of ferroalloys, lime or foaming coal, we must buy these raw materials from third party traders, most of which are located in Europe and source these raw materials from 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.

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Graphite Electrodes

In the smelting shop, which is an electric arc furnace, we use graphite electrodes with a diameter of 750mm. In the ladle furnace, we use electrodes with a diameter of 400mm. We source these electrodes 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 450470 GWh of electric energy and an equal amount410 GWh 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

RWE Supply & Trading GmbH

Electric energy

Shell Erdgas MarketingTotal Energie Gas GmbH & Co KG

Natural gas

Refractories Site Service GmbH

Refractory

Graftec, W.A.S., SHOWA DENKO

Electrodes

Siemens, Schneider, Voith

Spare parts

Irle, Walzengießerei Coswig

Rolls

Facilities - SWT

SWT possesses a 28 km internal railway system, as well as the logistics infrastructure to ensure supply of scrapand delivery of finished products. The main markets served by SWT include non-residential construction, equipment industries and engineering and transport, in Germany and in 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 the production of long steel products in Volta Redonda and began assisted operations in December 2013. The Volta Redonda plant comprises a 50 ton electric arc steelmaking furnace, 50 ton ladle metallurgy, continuous casting machine for billets and a hot rolling mill


for wire rod and reinforcingandreinforcing bar. We expect this plant to reach and output of up to 500,000 tons per year once fully operational, providing the Brazilian market with products for civil construction and high quality drawing and cold heading applications.

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Steelmaking Shop

Designed for an output of 383,000 tons per year, this unit mainly consists of one 50 ton UHP, AC electric arc furnace, one 50 ton ladle furnace, one continuous casting machine for billets with three strands, mobile equipment and cranes, power supply, distribution facilities and auxiliary equipment.

Rolling Mill

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

Production Output

Certain Operating Statistics

 

 

 

 

 

(in thousands of tons)

2018

2017 

2016 

2017 

2018

2019

Production of:

 

 

 

 

 

Billets (Crude Steel)

203

 211

 197

 211

203

229

Long Steel (Finished Products)

199

 202

 186

 202

199

224

 

Raw Materials and Energy Suppliers

The main raw material we use in our long steel production in Volta Redonda is scrap, in addition to pig iron. We also use blooms, which we produce in our blast furnace. 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. Business Overview—Raw Materials and Suppliers.”

Our MiningSegment

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

Our Mines

Casa de Pedra Mine

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

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

Our iron ore at Casa de Pedra is currently excavated by a fleet of hydraulic shovels and wheel loaders and then hauled by a fleet of trucks with an installed annual run of mine capacity of approximately 103120 million tons. The iron ore is then processed in our treatment facilities, which have an installed capacity of 33 million tons of products per year (a sum of the central plant, mobile plants and Pires treatment facilities). At Casa de Pedra mine and the Pires complex, we use electrical power provided by hydroelectric facilities.

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Casa de Pedra mine supplies all of our iron ore needs, except pellets, and produces lump ore, sinter feed and pellet feed fines with high iron content. The following map illustrates the location of our Casa de Pedra mine:

fp50a 

 

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.

Engenho mine began operations in 1950. We mine its iron ore using the same fleet used as Casa de Pedra mine and, when necessary, a support fleet. We also have equipment operating in the dam and yard.

The ROM from our Engenho Mine can be processed in the Central Plant, Mobile Plants or in the Pires treatment facilities. We use electrical power provided by hydroelectric facilities at our Engenho mine and from the Pires Complex.

Fernandinho Mine

Fernandinho mine is located in the city of Itabirito, in the state of Minas Gerais. This city is located in the Mid-Eastern region of the state of Minas Gerais and approximately 40 km from the city of Belo Horizonte. Fernandinho mine is an open pit mine and is accessible from the cities of Belo Horizonte or Itabirito through mostly paved roads.

Fernandinho mine began operations in 1950. As of the date of this annual report, Fernandinho mine is inactive.

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. Bocaina is an open pit mine and it can be accessed from the cities of Belo Horizonte, located approximately 230 km away, and Volta Redonda (where the Presidente Vargas Steelworks is situated), located approximately 462 km away, through mostly paved roads.

In 2016, a new crushing plant started, increasing the installed capacity to approximately 15 million tons per year.

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

The ore in this mine is excavated by a fleet of wheel loaders, excavators and tire tractor, and is transported by a fleet of trucks, in support we have a fuel truck, water truck, as well as additional heavy equipment.


This mining facility has an installed annual production capacity of approximately 12.0 million tons and has sufficient limestone and dolomite reserves to adequately supply our steel production, at current levels, for approximately 3837 years.

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Tin Facility

We own a tin facility in Itapuã do Oeste, in the state of Rondônia, through our subsidiary 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

We hold concessions to mine iron ore, limestone and dolomite. We purchase manganese in the local market. We own 87.52% of CSN Mineração 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 CSN Mineração’s property) and Fernandinho mine, a Minérios Nacional’s property.

Casa de Pedra

Our mining rights for Casa de Pedra include the mine, a beneficiation plant, roads, a loading yard and a railway branch and are duly registered with the ANM. The ANM 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 information on the type of mine, period of operation, projected exhaustion dates and percentage of our interest for each of our mines:

Mine

 

Type 

 

Operating since 

 

Projected exhaustion date 

 

CSN % interest 

 

Type 

 

Operating since 

 

Projected exhaustion date 

 

CSN % interest 

Iron:

 

 

 

 

 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

 

Open pit 

 

1913 

 

2040 

 

87.52 

 

Open pit 

 

1913 

 

2040 

 

87.52 

Engenho (Congonhas, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2040 

 

87.52 

 

Open pit 

 

2007

 

2040 

 

87.52 

Fernandinho (Itabirito, Minas Gerais)

 

Open pit 

 

2007 (Start of operation by Namisa)

 

2039 

 

100 

 

Open pit 

 

2007

 

2039 

 

100 

Limestone and Dolomite:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bocaina (Arcos, Minas Gerais)

 

Open pit 

 

1946 

 

2057 

 

100 

 

Open pit 

 

1946 

 

2057 

 

100 

Tin:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Santa Barbara (Itapuã do Oeste, Rondônia)

 

Open pit 

 

1950

 

2054

 

100 

 

Open pit 

 

1950

 

2054

 

100 

 

We calculate our estimates of proven and probable reserves and other mineral deposits at our mines in accordance with the technical definitions contained in the SEC’s Industry Guide 7, and estimates of mine life described hereinin this annual report are derived from these reserve estimates. The mineralized material disclosed refers to the entire mines, and not just to 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 and only resources for Fernandinho mine. We do not have audited resources or reserves studies for our Bocaina mine, thus the resources and reserves presented in 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 this property in light of its low materiality to our business.

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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:

Proven and Probable Reserves(1)

Proven and Probable Reserves(1)

Proven and Probable Reserves(1)

Mine Name and Location

Audited Reserves

Ore Tonnage(2)

Grade(3)

Rock Type

Recoverable Product(4)

Audited Reserves

Ore Tonnage(2)

Grade(3)

Rock Type

Recoverable Product(4)

(in millions of tons)

(in millions of tons)

(in millions of tons)

(in millions of tons)

(in millions of tons)

Proven(5)

Probable(6)

Proven(5)

Probable(6)

 

 

 

Proven(5)

Probable(6)

Proven(5)

Probable(6)

 

 

 

Iron:

 

 

 

 

 

 

 

 

 

 

 

 

Casa de Pedra (Congonhas, Minas Gerais)

1,043

1,662

928

1,662

41.36%

Hematite (7%) Itabirite (93%)

1,429

1,043

1,662

856

1,662

41.36%

Hematite (7%) Itabirite (93%)

1,390

Engenho (Congonhas, Minas Gerais)

108

209

103

209

39.48%

Hematite (3%) Itabirite (97%)

161

108

209

101

209

39.48%

Hematite (3%) Itabirite (97%)

160

Fernandinho (Itabirito, Minas Gerais)

 

 

 

 

40.21%

Itabirite (100%)

 

 

 

 

 

40.21%

Itabirite (100%)

 

Limestone and Dolomite:

 

 

 

 

 

 

 

 

 

 

 

 

Bocaina (Arcos, Minas Gerais)

275

0.2

275

0.2

50.25% CaO

16.0% MgO

Limestone (94.46%)

Dolomite (5.54%)

280

271

0.2

271

0.2

50.59% CaO

16.82% MgO

Limestone (94.74%)

Dolomite (5.26%)

280

_______________________

(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 FernandinhoEngenho mines were audited in December 2014 and we have reduced the amount of proven reserves by our annual production since then.

(2)   Represents run of mine material.

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

(4)   Represents total product tonnage after mining and processing losses.

(5)   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.

(6)   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 percentage of iron in the ore delivered to the processing plant that is recovered by the metallurgical process. In 2017,2019, the metallurgical recovery factor obtained by Casa de Pedra’s concentration plant was 77.9%81.4%. In addition to the flotation plant, we have three magnetic separation plants that achieved metallurgical recovery factors of 66.3%, 55.6% and 22.9%. Since 2017,2019, the Pires plant has operated through a dry process and its metallurgical recovery factor is 100%.

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%.

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

 

 


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Casa de Pedra Mine

In 2012, we started a multi-year study of our iron ore resources and reserves at Casa de Pedra in accordance with best practices 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 million tons of iron ore, (asas of December 31, 2014)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,operation, we have executed several drilling campaigns. The last drilling campaign was in 2014, and we had drilled more than 92,000 meters by November 2014.

Engenho and Fernandinho Mines

In 2012, we started the same process used at Casa de Pedra to identify iron ore resources and reserves at the Engenho 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 317 million tons of iron ore for Engenho (as of December 31, 2014) at a grade of 39.48% Fe and 40.01% SiO2.

After our last drilling campaign, we had drilled more than 9,000 meters by November 2014 in our Engenho mine.

Production

Casa de Pedra Mine

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 103120 million tons and 40 million tons, respectively.

Pires and Fernandinho Beneficiation Plants

Pires plant is the beneficiation plant of Congonhas Minérios. The plant receives material from Engenho and Casa de Pedra Mines and generates final products such as: lump ore, sinter feed and concentrates.

Fernandinho plant receives material from the Fernandinho mine, (locatedlocated in the city of Itabirito),Itabirito, state of Minas Gerais, and generates sinter feed and fines as final products. As ofIn November 2017, we restarted operations in the date of this annual report, Fernandinho plant, reclaiming the fine ore piles and Fernandinho mine are idle.producing pellet feed.

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The following table sets forth the production volume of iron ore in each of our mines in the last three years:

Production(1)

Production(1)

2015

2016

2017

2017

2018

2019

Casa de Pedra(2) (Mt)

26.24

29.46

26.05

Grade (%)

63.8%

63.1%

62.1%

Casa de Pedra(2)(Mt)

26.05

23.40

27.63

Grade(3) (%)

62.1%

62.5%

62.2%

Pires(2) (Mt)

1.6

2.71

3.87

3.87

4.48

4.46

Grade (%)

63.9%

61.0%

60.4%

60.4%

61.2%

60.3%

Fernandinho(2) (Mt)

0.0

0.0

0.03

0.03

0.65

0.61

Grade (%)

-

-

61.6%

61.6%

62.1%

64.7%

_______________________

(1)   In addition to its own production, NamisaCSN Mineração also purchased iron ore from third parties. Third party purchase volumes totaled 3.1were 3.6 million tons, 3.47.4 million tons and 3.66.2 million tons in 2015, 20162017, 2018 and 2017,2019, respectively.

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


 

CSN Consolidated Sales(1)

 

2015

2016(2)

2017(2)

Consolidated Sales (Mt)

25.67

36.98

27.36

(1)   Consolidated sales consider 100%(3)   Grade is the proportion of Namisa’s Sales Volume until November 2015.

(2)   Since December 2015, we have been considering 100% stake of Congonhas Minérios.metal or mineral present in ore or any other host material.

 

The following table sets forth our consolidated sales in the periods presented:

 

 

 

2017

2018

2019

Consolidated Sales (Mt)

27.36

29.59

34.89

Dams

The following table sets forth certain information on the dams we operate:

Name of the Dam/Dike

Company / Entrepreneur

Main Use

Substance

Height (m)

Capacity (m³)

Construction Method

Last Certification

Risk

Impact

Status

Company / Entrepreneur

Main Use

Substance

Height (m)

Capacity (m³)

Construction Method

Last Certification

Risk

Impact

Status

Casa de Pedra(1)

CSN Mineração

Containment of mining tailings

Iron ore

84.00

65,000,000

Downstream

Mar/19

Low

High

Active

CSN Mineração

Containment of mining tailings

Iron ore

84.00

65,374,575

Downstream

Sep/19

Low

High

Active

B4

CSN Mineração

Containment of mining tailings

Iron ore

65.00

13,001,821

Upstream

Mar/19

Low

High

Inactive

CSN Mineração

Containment of mining tailings

Iron ore

65.00

13,001,821

Upstream

Sep/19

Low

High

Inactive

B5

CSN Mineração

Containment of mining tailings

Iron ore

41.00

5,393,580

Single stage

Mar/19

Low

High

Inactive

CSN Mineração

Containment of mining tailings

Iron ore

41.00

5,393,580

Single stage

Sep/19

Low

Medium

Inactive

Batateiro de Baixo dike

CSN Mineração

Containment of mining tailings

Gravel

16.00

18,300

Single stage

Mar/19

Low

Active

Pilha da Vila II dike

CSN Mineração

Containment of mining tailings

Gravel

28.00

18,556

Single stage

Mar/19

Low

Active

CSN Mineração

Containment of mining tailings

Gravel

28.00

18,556

Single stage

Sep/19

Low

Medium

Active

Bichento IIIA dike

CSN Mineração

Containment of mining tailings

Gravel

15.50

116,696

Single stage

Mar/19

Low

Active

CSN Mineração

Containment of mining tailings

Gravel

18.60

17,299

Single stage

Sep/19

Low

Active

Esmeril IV dike

CSN Mineração

Containment of mining tailings

Gravel

38.00

282,079

Single stage

Mar/19

Low

High

Active

CSN Mineração

Containment of mining tailings

Gravel

38.55

282,079

Single stage

Sep/19

Low

High

Active

Lagarto dam

CSN Mineração

Containment of mining tailings

Gravel

8.00

210,000

Single stage

Sep/18

Low

Active

CSN Mineração

Containment of mining tailings

Gravel

14.00

210,000

Single stage

Sep/19

Low

High

Active

Poço Fundo dam

CSN Mineração

Containment of mining tailings

Gravel

3.00

12,000

Single stage

Sep/18

Low

Active

CSN Mineração

Containment of mining tailings

Gravel

5.45

12,000

Single stage

Sep/19

Low

High

Active

Vigia auxiliary dam

Minérios Nacional

Containment of mining tailings

Iron ore

35.00

3,140,693

Upstream

Mar/19

Low

High

Inactive

CSN

Mineração

Containment of mining tailings

Iron ore

35.00

3,140,693

Upstream

Sep/19

Low

High

Inactive

B2 dam

Minérios Nacional

Containment of mining tailings

Iron ore

40.00

2,616,466

Upstream

Mar/19

Low

High

Inactive

Minérios Nacional

Containment of mining tailings

Iron ore

40.00

2,616,466

Upstream

Sep/19

Low

High

Inactive

B2 auxiliary dam(2)

Minérios Nacional

Containment of mining tailings

Iron ore

33.00

6,439,465

Upstream

Mar/19

Low

High

Inactive

Minérios Nacional

Containment of mining tailings

Iron ore

33.00

8,228,000

Upstream

Sep/19

Low

High

Inactive

Engenho dike

Minérios Nacional

Containment of mining tailings

Gravel

10.00

8,821

Single stage

Mar/19

Low

Medium

Active

Minérios Nacional

Containment of mining tailings

Gravel

13.00

8,821

Single stage

Sep/19

Low

Medium

Active

Vigia dam

Minérios Nacional

Containment of mining tailings

Iron ore

30.00

812,901

Upstream

Mar/19

Low

High

Inactive

Minérios Nacional

Containment of mining tailings

Iron ore

30.00

812,901

Upstream

Sep/19

Low

High

Inactive

Ecológica 1 dam

Minérios Nacional

Containment of mining tailings

Gravel

15.00

41,000

Single stage

Mar/19

Low

High

Active

Minérios Nacional

Containment of mining tailings

Gravel

15.00

41,000

Single stage

Sep/19

Low

High

Active

Ecológica 2 dam

Minérios Nacional

Containment of mining tailings

Gravel

6.50

104,000

Single stage

Mar/19

Low

High

Active

Minérios Nacional

Containment of mining tailings

Gravel

6.50

104,000

Single stage

Sep/19

Low

High

Active

B1 - Água Preta

Companhia Siderúrgica Nacional

Containment of mining tailings

Manganese ore

17.00

100,000

Single stage

Mar/19

Low

High

Inactive

B2 - Água Preta

Companhia Siderúrgica Nacional

Containment of mining tailings

Manganese ore

29.00

265,000

Upstream

Mar/19

Low

High

Inactive

B2 dam

Companhia Siderúrgica Nacional

Water storage and catchment

Dolomite

15.00

398,200

Center line

Sep/18

Low

Inactive

Companhia Siderúrgica Nacional

Water storage and catchment

Dolomite

11.00

398,200

Center line

Sep/19

Low

Inactive

B3 dam

Companhia Siderúrgica Nacional

Containment of limestone

Limestone

10.00

1,065,560

Single stage

Sep/18

Low

Alto

Inactive

Companhia Siderúrgica Nacional

Containment of limestone

Limestone

11.00

1,065,560

Single stage

Sep/19

Low

Alto

Inactive

PIT-01

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

14.30

4,100,000

Natural dam

Mar/19

Low

High

Active

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

14.30

4,100,000

Natural dam

Sep/19

Low

High

Active

Taboquinha 01 - Crente

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

18.00

2,941,251

Upstream

Mar/19

Low

Medium

Inactive

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

18.00

2,941,251

Upstream

Sep/19

Low

Medium

Inactive

Taboquinha 02 - Serra Azul

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

19.00

1,983,201

Upstream

Mar/19

Low

Medium

Inactive

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

19.00

1,983,201

Upstream

Sep/19

Low

Medium

Inactive

Taboquinha 03

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

16.00

1,708,100

Single stage

Mar/19

Medium

Inactive

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

16.00

1,708,100

Single stage

Sep/19

Medium

Inactive

Taboquinha 04

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

16.00

2,253,100

Single stage

Mar/19

Medium

Inactive

Estanho de Rondônia

Containment of mining tailings

Deposit of tin

16.00

2,253,100

Single stage

Sep/19

Medium

Inactive

Igarapava

Aliança Geração de Energia S.A.

Hydroelectric

Water

42.10

241,840,000

Soil – concrete face rockfill

Jan/19

Low

High

Active

Aliança Geração de Energia S.A.

Hydroelectric

Water

42.10

241,840,000

Soil – concrete face rockfill

 

Jan/20

Low

High

Active

Itá (dam)

Engie Brasil

Hydroelectric

Water

125.00

5,100,000,000

Concrete face rockfill

Mar/18

Low

High

Active

Engie Brasil

Hydroelectric

Water

125.00

5,100,000,000

Concrete face rockfill

 

Jan/20

Low

High

Active

Itá (dike 1)

Engie Brasil

Hydroelectric

Water

22.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Mar/18

Engie Brasil

Hydroelectric

Water

22.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Jan/20

Itá (dike 2)

Engie Brasil

Hydroelectric

Water

22.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Mar/18

Engie Brasil

Hydroelectric

Water

22.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Jan/20

Itá (dike 3)(3)

Engie Brasil

Hydroelectric

Water

29.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Mar/18

Engie Brasil

Hydroelectric

Water

29.00

Compressed soil, upstream protection with riprap rock and downstream protection with grass

Jan/20

40550.00004

42


________________

*      All tailings dams were last certificated in March 2019.January 2020.

(1)   The Casa de Pedra dam comprises B2, B3 and B6 underwater dams, flooded by its reservoir.

(2)   In regard to B2 auxiliary dam, which stability was not assured and declared in the last report, dated September 2018,2019, Minérios Nacional clarifies that it has been meeting the works schedule regarding the structure’s stabilization, as determined by the designer and independent external audits, and has been carrying out the measures issued by the Prosecutor’s Office of the state of Minas Gerais, as confirmed by an expert report issued by the analyst of the Prosecutor’s Office.

(3)   The dam and dikes (1, 2 and 3) comprise the reservoir of Itá hydroelectric.

 


Since the accident of another mining company in 2015 in the city of Mariana, in the state of Minas Gerais, involving the breaking of an upstream mining dam operated by another mining company, we implemented a change inchanged our processes to reduce tailings deposits. WeMoreover, we have invested R$400 million in our dams and our operations, whichand today we have shifted from wet stacking toconcomitant operations of tailing dams and dry stacking, will be independentstacking.

In addition, following another accident involving the breaking of tailingsan upstream mining dam useoperated by the end of 2019. After the accident of another mining company in January 2019 in the city of Brumadinho, in the state of Minas Gerais, also involving the breaking of an upstream mining dam, we have continued to execute our plan for the decommissioning or decharacterization of our six inactive tailings dams. All of our upstream dams are inactive.

Our only active tailings dam, Casa de Pedra, was constructed in the downstream method, which provides for enhanced resilience and safety. We do not operate any active upstream tailings dams.

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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 for processing into steel. The distances from our mines to the Presidente Vargas Steelworks are 328 km and 455 km. The distances from our mines to the ports are 440 km and 160 km. Imported coal and coke bought from foreign suppliers are unloaded at the port of Itaguaí, 90 km west of the city of Rio de Janeiro, and shipped 109 km by train to the Presidente Vargas Steelworks. Our finished steel products are transported by train, truck and ships to our customers throughout Brazil and abroad. Our most important local markets are the cities of São Paulo (335 km from the Presidente Vargas Steelworks), Rio de Janeiro (120 km) and Belo Horizonte (429 km).


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

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

Our Logistics Segment

Our logistics segment is comprises 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, 2018,2019, we held 34.94% (or 37.27% before non-controlling interest) 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 24%21% of the Brazilian Southeastern railway system’s total volume. We are jointly and severally liable, along with the other main MRS 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.

In 1997, we were awarded a concession granting the exclusive right to operate cargo railway transportation at the railway that belonged to Rede Ferroviária Federal S.A., or RFFSA, which we currently call Northeastern Railway System I, effective January 1, 1998, and the preference to operate cargo railway transportation in any new tracks of the Northeastern Railway System that the Brazilian government elected to build.

In 2005, we executed a letter of intent with the Brazilian government (the grantor of this concession) to enable the development of new tracks and certain other improvements of the Northeastern Railway System, in a project called “Nova Transnordestina.” The Nova Transnordestina project discussions resulted in the execution, in 2013 and 2014, of a Term of Adjustment of Conduct (Termo de Ajustamento de Conduta), or TAC, which settled all claims of non-compliance by us with the original concession agreement until 2012, and multiple agreements,multipleagreements, including an investment agreement (discussed below) and a new concession, pursuant to which we were granted the right to develop and operate new tracks and the Northeastern Railway System management was divided in two sub-railway systems:

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44


(i)·       Northeastern Railway System I, which is in operation by our subsidiary FTL, encompasses the RFFSA network, covering the stretches between the cities of São Luís – Mucuripe, ArrojadoAltos, AltosRecife,Fortaleza, Fortaleza – Souza, Souza – Recife/Jorge Lins, Recife/Jorge Lins – Salgueiro, Jorge Lins – Propriá, Paula Cavalcanti – Cabedelo and Itabaiana – Cabedelo, Paula Cavalcante – Macau, and Propiá – Jorge Lins, with 4,238 km of railways, of which 1,191 km are operational and the restwe are in negotiation processnegotiating with the National Agency for Ground Transportation (Agência Nacional de Transportes Terrestres), or ANTT.ANTT, to return the remainder. As of December 31, 2017,2019, we held 90.78%92.38% of the capital stock of FTL and its concession extends until 2027, renewable for an additional 30 years. As of December 31, 2018,2019, R$79 million in concession payments were outstanding over the remaining nineeight years of the concession.


(ii)·       Northeastern Railway System II, which is under construction by our jointly controlled investee TLSA, will encompass the new network, covering the stretches between the cities of Missão VelhaEliseu Martins – Trindade, Trindade – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins,Porto Suape, Salgueiro – Porto de SuapeMissão Velha and Missão Velha – Porto de Pecém, with an expected extension of 1,753 km that will connect the interior of Northeast Brazil to Pecém and Suape Ports. As of December 31, 2018,2019, we held 46.30%47.26% of the capital stock of TLSA and its concession extends until the earlier of 2057 or the date when TLSA reaches a rate of annual return of 6.75% of its invested capital.

In September 2013, we entered into an investment agreement, or the TLSA Investment Agreement, with our partners in TLSA, Valec Engenharia, Construções e Ferrovias S.A., or Valec, and the Northeast National Development Fund (Fundo Nacional de Desenvolvimento do Nordeste), or FDNE, two Brazilian government entities focused on infrastructure and the development of the northeastern region.region and our partners in TLSA. Under the TLSA Investment Agreement, we and our partners agreed on a budget of R$7.5 billion to complete the construction of the Northeastern Railway System II. A revised budget of approximately R$11.213.2 billion has been already approvedis under review byshareholders. If the constructionpartners of Northeastern Railway System II requires funds in additionTLSA and subject to revision of the budget, they will be provided by us or third parties under trackage right agreements.TLSA Investment Agreement, which, as of the date of this annual report, has not been formalized.

The TLSA Investment Agreement also provides for indicative terms and conditions, including amounts, under whichBanco Nacional de Desenvolvimento Econômico e Social, or BNDES, agreed to provide long-term financing for the completion of Northeastern 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 lenders. If any of the conditions are not met, including final credit approval by the lenders in terms and costs reasonable to us, we may not be able to obtain the financing. The other long-term financing from FDNE andFundo Constitucional de Financiamento do Nordeste, or FNE, has been already taken by TLSA.

TheIn 2016, the Federal Court of Accounts (Tribunal de Contas da União), or TCU, has initiated a proceeding questioning the legality of certain aspects of the concession contract for the Northeastern Railway System II, which has contributed to a slow pace of construction of the new tracks, and the ANTT has initiated a proceeding claiming TLSA did not comply with the terms of the concession contract for the Northeastern Railway System I.

Valec’s non-compliance with material obligations under theTLSA Investment Agreement has also contributed to a slow pace of construction of the new tracks and caused revision of the budget.

In April 2017, the Brazilian government created an inter-ministerial working group comprisedend of various government representatives in order to identify and implement alternatives to continue2019, ANTT recommended the expiry of the Concession Contract for the Northeastern Railway System projects, which will be relevant to,I, and, may include,in first half of 2020, ANTT recommended the settlementexpiry of the TCUConcession Contract for the Northeastern Railway System II. Both decisions were subject of requests to amend the decision by the Concessionaires and ANTT proceedings.awaits a final decision by ANTT.

The ANTTs’ decisions does not take immediate effect and will only take effect once they have been considered and decreed by the Presidency of Republic, as well as decided in all final instances.

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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 unload at least 3.0 million tons of coal and coke annually and, as of 2020, to ship 38.438.5 million tons of iron ore annually.

Container Terminal

We indirectly own 100% of TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term expiring in 2026, which is renewable for an additional 25 years. As of December 31, 2018,2019, approximately R$281210 million of the cost of the concession was outstanding and payable over the remaining eightfive years of the concession.

The Itaguaí Port is located in Brazil’s Southeast region, with all major exporting and importing areas in the states of São Paulo, Minas Gerais and Rio de Janeiro within 500 km. In 2016,2017, this area represented


more than 53% of the Brazilian GDP, according to the Brazilian Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística), or the IBGE.

Favorable natural conditions, like natural deep waters and a low urbanization rate around the Port of Itaguaí, allow large vessels to operate and also allow for highly competitive prices for services rendered. After TECON’s investments in infrastructure and equipment, which increased our capacity to 440,000 containers (660,000 TEUs) per year, new improvements were achieved in 20162018 and 2017,2019, which increased the terminal’s service level and productivity. These included dredging to improveproductivity, including maritime access and berths depth and achieving certification of the new draft for 15.4 meters in depth, including tides, which is the deepest in the East coast of South America. In 2018,2019, we continued to invest in the modernization ofupdating our operating facilities and complying with the installation of new equipment (balances, cameras and OCR) and safety improvements in the fire detection and protection system (SPCI) and protection against atmospheric discharges system (SPDA).regulatory requirements.

In 2019,2020, TECON is bidding for acquisition of two new quay cranes, nine RTGs (Rubber Tyred Gantry Cranes), two high capacity fork-lifts and a new IT system.system, which is to be delivered in the first half of 2020. TECON will invest in its expansion in order to increase its capacity by approximately 40%, which would make it one of the largest port terminals in Brazil, with a nominal capacity of 1,000,000 TEUs.TEUs/year. This expansion project, which is under discussion with regulatory agencies, includes a 273m quay extension, with a total resulting length of 1,083 meters, acquisition of two new gantry cranes (ship-to-shore) for ultra large container carriers, acquisition of 10 RTGs, dredging of an access channel, turning basin/berth and construction of an overpass connecting its two areas.

In 2018,2019, TECON moved 161,000 containers, 423,000 tons of steel products, 205,000 tons of general cargo, 626,000 tons of solid bulk and 1,700 vehicles, as compared to 247,000 containers, 778,000 tons of steel products and 15,000 tons of general cargo as compared toin 2018 and 188,000 containers, 989,000 tons of steel products and 9,000 tons of general cargo in 2017 and 140,000 containers, 804,000 tons of steel products and 14,000 tons of general cargo2017. The decrease in 2016. The increased volume of containers in 2019 is mainly due to transshipment throughput, which had an increasechanges in the Asia export route implemented by shipowners that have decided to depart directly from the port of 89%Santos in 2018the state of São Paulo instead of TECON in the state of Rio de Janeiro. In order to mitigate the effects of this decrease in volume of containers, in 2019, TECON (i) began providing operations for another maritime import line from Pacific International Lines, (ii) provides operations for diversified cargo, including solid bulk, limestone, clay, pellet, gypsum, dolomite and is concentrated in TECON due to its deep-water characteristics, positively affected TECON’s results in 2018. Container exports from Brazil increased 32% in 2018, according to the Ministrylarge general cargo projects, and (iii) resumed operations for transportation of Development, Industry and Foreign Trade (Ministério da Indústria, Comércio Exterior e Serviços).vehicles.

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Our Cement Segment

Our cement segment is comprised of 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 grinding facilities were delivered in Arcos, increasing its annual capacity by 2.3 million tons of cement. In 2016, a new clinker kiln line was delivered allowing CSN to achieve self-sufficiency in the production of this raw material.

Production

Our cement production takes place at Volta Redonda and Arcos and begins with the influx of raw materials comprising clinker, limestone, gypsum and slag. The clinker is produced in our plant in Arcos, where limestone, clay and other correctives such as iron ore and bauxite are ground in a raw mill and calcined inside the kiln. The clinker and limestone are stored in silos and warehouses and come in part from Arcos to Volta Redonda 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, 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 in each of Volta Redonda and Arcos, resulting in an annual plant capacity of 2.4 million tons of cement in Volta Redonda and 2.3 million tons in Arcos. The mill has a hydraulic roller system, which uses pressure to grind the layer of material on the turntable. In Volta Redonda, a 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,CP II-E-40 and CP II-F 32 in bagged and bulk forms. Our Volta Redonda plant has four silos, two of them with 10,000 tons of capacity and two with 5,000 tons of capacity. Our Arcos plant has a silo with 7 chambers and 28,000 tons of total capacity. Cement can be shipped in bagged and bulk forms.


Our Energy Segment

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

Our The following are our energy segment related assets include:assets.

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. 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 electricity.

Itá Hydroelectric Facility

We and ENGIE each own 48.75% of ITASA, a special-purpose company formed to own and operate, under a 30-year concession granted in 2000, 60.5% of the Itá hydroelectric facility on the Uruguay river in Southern Brazil. Itambé owns the remaining 2.5% of ITASA. ENGIE directly owns the remaining 39.5% of the Itá hydroelectric facility.

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

Itá has an installed capacity of 1,450 MW, and became fully operational in March 2001.

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, L.D.R.S.P.E. Geracão de Energia e Participações Ltda. and AngloGold.The facility has an installed capacity of 210 MW.

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Marketing, Organization and Strategy

Flat Steel

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

Our sales approach involves establishing brand loyalty and achieving a reputation for quality products by developing relationships with our clients, focusing on their specific needs and providing tailor-made solutions.

Our commercial area is responsible for sales of all our products. This area is divided into two major teams, one focused on sales in international markets and the other on sales in the domestic market. The domestic market sales team covers seven market divisions: packaging, distribution network, automotive industry (automakers and auto parts), home appliances, general industry, construction and pipes. We also have a team responsible for selling all process residues, which include 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. In addition to independent distributors, we count with our own distributor, Prada Distribuição. The pipes division supplies oil and gas pipe manufacturers as well as industries that produce small diameter pipe and light profiles. The packaging division acts in an integrated way with suppliers, representatives of the canning industry and distributors to respond to customer needs for finished products. We supply the automotive division from a specialized mill, CSN Porto Real, and also by a portion of the galvanized material produced at Presidente Vargas Steelworks, thereby benefitting from a combined sales strategy.


Historically, our sales in international markets were 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 these brokers and have instead focused on direct sales to more profitable international markets.

All of our sales are on an order basis and have an average delivery time of 45 days. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the domestic and international markets based on historical data and general economic outlooks. We have our own data systems to remain informed of worldwide and Brazilian market developments. Our management believes that a key to our success is maintaining our presence in international markets, which provide us flexibility to shift between domestic and international markets depending on how favorable conditions are.

Unlike other commodity products, steel is not traded on an exchange, nor is there uniform pricing, due to wide differences in size, quality and specifications. In general, we price exports 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 2018,2019, we sold steel products to customers in Brazil and in 3022 other countries. The fluctuations in the portion of total sales assigned to domestic and international markets, which are presented in the table below, reflect our ability to adjust our sales in light of variations in the domestic and international markets, as well as domestic and international steel demand and prices.

The two main export markets for our products are Europe and North America, representing approximately 69%82% and 23%15%, respectively, of our export sales volume in 2018.2019.

CSN – Sales of All Steel Products by Destination

(in thousands of tons and millions of R$)

 

2018

2017

2016

 

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

3,327

66%

10,143

66%

2,841

58%

7,819

60%

2,784

57.31%

6,815

60.82%

Export

1,742

34%

5,195

34%

2,081

42%

5,14

40%

2,073

42.69%

4,391

39.18%

Total

5,069

100%

15,338

100%

4,922

100%

12,959

100%

4,857

100%

11,205

100%

Exports by Region

 

 

 

 

 

 

 

 

 

 

 

 

Asia

13

1%

41

1%

13

1%

23

1%

18

1%

31

1%

North America(1)

393

23%

1472

28%

651

38%

1931

44%

759

36.62%

1802

41.05%

Latin America

113

6%

370

7%

180

19%

507

22%

95

4.58%

260

5.91%

Europe

1206

69%

3244

63%

1223

41%

2567

32%

1189

57.34%

2269

51.69%

All Others

16

1%

58

1%

14

1%

36

2%

12

1%

29

1%

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Sales of All Steel Products by Destination

(in thousands of tons and millions of R$)

2017

2018

2019

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

2,841

58%

7,819

60%

3,327

66%

10,143

66%

3,151

70%

10,028

73%

Export

2,081

42%

5,140

40%

1,742

34%

5,195

34%

1,374

30%

3,921

29%

Total

4,922

100%

12,959

100%

5,069

100%

15,338

100%

4,525

100%

13,686

100%

Exports by Region

Asia

13

1%

23

1%

13

1%

41

1%

1

0%

47

1%

North America(1)

651

38%

1,931

44%

393

23%

1,472

28%

205

15%

561

14%

Latin America

180

19%

507

22%

113

6%

370

7%

44

3%

332

8%

Europe

1,223

41%

2,567

32%

1,206

69%

3,244

63%

1,124

82%

2,979

76%

All Others

14

1%

36

2%

16

1%

58

1%

0

0%

2

0%

_______________________

(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 sales breakdown by product in Brazil in each of the last three years.periods indicated:

CSN Domestic Sales Breakdown

2018

2017

2016

2017

2018

2019

Hot-Rolled Products

34%

33%

34%

35%

Cold-Rolled Products

19%

18%

18%

19%

18%

Galvanized Products

33%

29%

30%

29%

33%

31%

Tin Plates Products

8%

10%

13%

10%

8%

9%

Long Steel

6%

8%

6%

8%

6%

7%


Sales by Industry

We sell our steel products to manufacturers in several industries. The following table sets forth our breakdown by market segment of domestic volume shipped in each of the last three years:periods indicated:

Sales Breakdown

2018

2017

2016

2017

2018

2019

 (in percentages of total domestic volume shipped)

(in percentages of total domestic volume shipped)

Distribution Network

43%

41%

47%

DistributionNetwork

41%

36%

37%

Industrial

8%

13%

11%

Packaging

9%

11%

13%

11%

9%

10%

Automotive

23%

22%

15%

18%

17%

16%

Home Appliances

10%

9%

9%

10%

9%

OEM

4%

4%

Construction

12%

13%

11%

13%

14%

17%

We believe we have a particularly strong domestic and export position in the sale of tin plates 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.

For further information on steel sales, see “Item 5A. Operating Results—Steel Markets and Product Mix” and “Item 5A. Operating Results—Results of Operations—Year 20182019 Compared to Year 2017—2018—Net Operating Revenues.”

Seasonality

Steel demand is stronger in the second quarter of each year and weaker in the last quarter. Nevertheless, our production is continuous throughout the year.

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Long Steel – SWT

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

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

Our commercial area is responsible for sales of all of our products worldwide. This area is divided into the direct sales team which is organized in 13 agencies located in Germany and in 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 two to six weeks depending on Incoterm and section type. As a result, our production levels closely reflect our order log book status. We forecast sales trends in both the European and export markets based on the historical data available from the last two years and the general economic outlook for the near future. We believe that our presence in the

49


export market outside of Europe gives us more flexibility to optimize production and maximize our profitability.

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 Euler Hermes 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. This plant has production capacity of 500kt/y500 kt/year 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, Portugal and Hong Kong. These three marketing units allow us to maintain close relations 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 staffthestaff in our São Paulo office, while our domestic sales team is located at Casa de Pedra mine, in the state of Minas Gerais.

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We supply our iron ore to the steel industry, and our main destinations are Brazil, Europe and Asia. 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, 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 client.

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 2018,2019, our iron ore sales reached 34.838.5 million tons, 29.5of which 34.9 million tons were sales to third parties and 5.23.6 million tons were sales to CSNour steel mills, which represents an increase of 7%21% compared to 2017. Since December 2015, we have sold iron ore volumes to Presidente Vargas Steelworks, which has increased our revenues from the domestic market. Before December 2015, because iron ore volumes were transferred from our iron ore mine to Presidente Vargas Steelworks, these were not reflected in our iron ore revenues.2018. Total mining net revenue increased 30%68% in 2018,2019, mainly due to higher volumes sold. The share of mining segment revenue in our total net revenue increased from 23% in 2017 to 25% in 2018.2018 to 39% in 2019.


In 2018, 88%2019, 74% of our iron ore export sales went to the Asian market, mainly China, and 12%26% were sold in the European market. Of our total sales volume to third parties, 80%83% were sinter feed, 9%7% pellet feed and 10% lump ore and 1% concentrated.ore.

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

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

Cement

We have a diverse client base of approximately 20,000 clients, including construction material stores, home centers, concrete producers, construction companies, mortar industries and cement artifact producers.

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

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), life insurance, personal accidents, health, auto insurance, D&O, general liability, CAR (construction and erection risks), 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, CSN Mineração and TECON. This policy was renewed with domestic and foreign insurers and reinsurers and is valid until March 31,June 30, 2020, with a limited indemnity of US$600 million (for an insured value of US$9.110.2 billion) with a deductible of US$385 million for material damages and 45 days to loss of profits.

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Intellectual Property

We maintain a special unit for managing our intellectual property rights, which include trademarks, patents and industrial designs, ensuring adequate protection for us and the possibility of commercialization through technology transfer agreements. We also have an insurance policy coveringmaintain cooperation agreements with universities and research institutes for the operational risks, material damagesexchange of technical cooperation and loss of profits of our following branches and subsidiaries: Presidente Vargas Steelworks, CSN Mineração and TECON. This policy was renewed with domestic and foreign insurers and reinsurers and is valid until March 31, 2020, with a limited indemnity of US$600 million (for an insured value of US$9.1 billion) with a deductible of US$385 million for material damages and 45 daysdevelopments related to loss of profits.new processes and/or products.

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.

The following table sets forth the production of crude steel by Brazilian companies in the periods indicated:

2017

 

2016

 

2015

2016

 

2017

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

Production  

 

Production  

 

Production  

 

Production

  

(in million tons) 

 

(in million tons) 

 

(in million tons) 

 

(in million tons) 

 

 

Gerdau

6.9

 

6.8

 

7.0

6.8

 

6.9

 

6.6

 

Usiminas

3.0

 

3.1

 

5.0

3.1

 

 3.0

 

3.0

 

ArcelorMittal Tubarão

7.1

 

7.0

 

6.8

7.0

 

7.1

 

7.0

 

CSN

4.4

 

3.1

 

4.2

3.1

 

4.4

 

4.1

 

ArcelorMittal Aços Longos

2.9

 

3.1

 

3.1

3.1

 

2.9

 

3.1

 

CSA

4.5

 

4.2

 

4.2

4.2

 

4.5

 

4.6

 

Others

5.5

 

3.9

 

1.9

4.3

 

5.9

 

7.0

 

Total

34.3

 

31.2

 

32.2

31.6

 

34.7

 

35.4

 

Source: IABr

 

 

 

 

 

 

 

 

 

 

 

_______________________

* 20182019 data was not available as of the date of this annual report.

 


Competitive Position — Global

During 2018,2019, Brazil maintained its place as the largest producer of crude steel in South America, with a production output of 34.732.2 million tons and a 2% share of total world production, according to data from the World Steel Association, or WSA. In 2017,2019, Brazil maintained the ninth position in the global steel production ranking, accounting for 78% of total production in South America, approximately two thirds more than Mexico’s or 40%36% of the U.S.’United States’ steel production.

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.

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.

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InFollowing an economic recession in 2015 and 2016, sales in the external market became more attractive than in prior years, due to the depreciation of thereal against the U.S. dollar, lower domestic demand and an increase of more than 50% in international prices. During 2016, imports of flat steel in Brazil decreased by 51% compared with the same period in 2015. In 2017, in turn, Brazilian GDP increased by 1.0% leading to a recovery of volumes in the domestic market and, in parallel, price readjustments accompanying the strength of the international market. In 2018, thereal’s depreciation against the U.S. dollar, flat steel production and increased household consumption were mainly responsible for the 1.1% increase in the Brazilian GDP. In 2019, exports of flat steel in Brazil decreased by 21% compared to 2018, mainly due to the economic crisis in Argentina, which is Brazil’s third largest export market, according to the Brazilian Ministry of Foreign Affairs (Ministério das Relações Exteriores).

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, solid and hazardous waste handling and 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 largely in 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, 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 (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis– IBAMA), which is responsible for enforcing environmental laws at the federal level. The environmental regulations of the state of Rio de Janeiro, in which the Presidente Vargas Steelworks is located, are enforced by the INEA and Volta Redonda’s Environment Municipal Secretary. 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 (Conselho Estadual de Política Ambiental– COPAM), by the Regional Superintendent of Environment and Sustainable Development (Superintendência Regional de Meio Ambiente – SUPRAM), the Water Management Institute of Minas Gerais (Instituto Mineiro de Gestão das Águas – IGAM), the State Forestry Institute (Instituto Estadual de Florestas – IEF), and the State Environmental Foundation (Fundação Estadual do Meio Ambiente), or FEAM, which are the competent bodies of the Secretary of State for the Environment and Sustainable Development of Minas Gerais (Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável), or SEMAD, the Superintendency of Priority Projects (Superintendência de Projetos Prioritários– SUPPRI) and the Municipal Secretariats of the Environment of Congonhas and Belo Vale. Specific goals and standards are established in operating permits or environmental accords issued to each company or plant. These specific operational conditions complement the standards and regulations of general applicability and are required to be observed throughout the duration 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.

Considering the current mining environment in Brazil following recent accidents of other mining companies in the cities of Mariana and Brumadinho, in the state of Minas Gerais, involving the breaking of upstream mining dams, which we also operate (but all of which are inactive), changes in applicable laws or regulations could require us to modify our technologies and operations and to make unexpected capital expenditures. Capital expenditures that we have already made may not generate the returns we expected, if any. In addition, new or more stringent environmental licensing requirements for our project operations, specifically for our dams, could be imposed on us and we may encounter delays in obtaining environmental or other operating licenses, or not be able to obtain or renew them. These events and additional costs may have a negative impact on us and the return from our projects and may render certain projects economically or otherwise unfeasible. For more information, see “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Our activities depend on authorizations, concessions, licenses and permits and changes in applicable laws, regulations or government measures could adversely affect us” and “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—We are subject to environmental, health and safety incidents. Additionally, current, new or more stringent environmental, health and safety regulations applicable to us may result in liability exposure and increased capital expenditures.”

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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 monitoring and control of environmental risks. All environmental controls are audited to comply with Sarbanes-Oxley (SOX) guidelines, helping to mitigate the environmental risks of our operations.

We have an Environmental Management System, or EMS, certified by ISO 14001:2015 in Casa de Pedra Mine (Congonhas, MG), Presidente Vargas Steelworks (Volta Redonda, RJ), Porto Real (Porto Real, RJ), Bocaina Mine (Arcos, MG), CSN Paraná (Araucária, PR), TECON (Sepetiba, RJ) and Prada Distribution (Mogi das Cruzes, SP). The other sites are in process of implementing the EMS and have been following a corporate program for their progressive advancement following the guidelines of ISO 14001:2015.

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-


activelypro-actively in order to prevent possible environmental harm and (ii) a sustainability committee composed of external advisors, which provides guidelines for our strategic decisions.harm. The environmental controls implemented since 2006 also contribute to mitigate environmental risks 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, and the International Integrated Reporting Council (IIRC) methodology 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.

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, which requires steel making and cement industries to present action plans to reduce greenhouse gas emissions when renewing or applying for operational licenses, we are conducting such survey under the supervision of INEA. CSN intends to use this information in the development of a corporate carbon management program and related strategies to reduce emissions, as well as to identify current risks and opportunities for improvement.

OtherWe are adopting 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 weWe have received the Gold Standard of the GHG Protocol for fourin each of the last five years, which confirms that we are in compliance with the standards imposed by the GHG Protocol and ensures that our GHG inventory was duly verified by a third party. 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 and CSN Mineração plants in Minas Gerais. 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, 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, 94%93% in the Presidente Vargas steel mill.Steelworks.

Since our privatization, we have invested heavily in environmental protection and remediation programs. We had environmental expenditures (capitalized and expensed) of R$354405 million in 2018,2019, of which R$124 million relates to capital expenditures and R$342400 million relate to operational expenditures (OPEX). Our total environmental expenditures were R$325354 million in 2017.2018. Our investments in environmental projects during 20182019 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)(iii) human resources (environmental team), Environmental Management System, sustainability projects and compliance programs.

Our environmental guidelines also comprehend monitoring of our tailings 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. In addition, new regulations enacted in 2019 require decharacterization or decommissioning of dams constructeddamsconstructed using the upstream method. On an annual basis, all our tailings dams are audited by independent audit companies, in accordance with technical standards and relevant legislation. For more information on the dams we operate, see “4B. Business Overview—Our Mining Segment—Dams.”

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Since the accident of another mining company in 2015 in the city of Mariana, in the state of Minas Gerais, involving the breaking of an upstream mining dam operated by another mining company, we implemented a change inchanged our processes to reduce tailings deposits. WeMoreover, we have invested R$400 million in our dams and our operations, whichand today we have shifted from wet stacking toconcomitant operations of tailing dams and dry stacking, will be independentstacking.

In addition, following another accident involving the breaking of tailingsan upstream mining dam useoperated by the end of 2019. After the accident of another mining company in January 2019 in the city of Brumadinho, in the state of Minas Gerais, also involving the breaking of an upstream mining dam, we have continued to execute our plan for the decommissioning or decharacterization of our six inactive tailings dams.

All of our upstream dams are inactive. Our only active tailings dam, Casa de Pedra, was constructed in the downstream method, which provides for enhanced resilience and safety. We do not operate any active upstream tailings dams.

Other Environmental Proceedings and Liabilities

Our main environmental issues as of December 31, 20182019 were associated with recovery services at former coal mines decommissioned in 1989 in the state of Santa Catarina, due to previous operations in ourthe Presidente Vargas Steelworks plant.Steelworks.

We record a provision for remediation costs and environmental lawsuitsclaims when a loss is probable, and the amount can be reasonably estimated.estimated and we may incur a legal obligation. 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 former owner.


As of December 31, 2018,2019, we had provisions for environmental liabilities in the total amount of R$198.4192.3 million, which we believe are sufficient to cover all probable losses. Such amount compares to R$198.4 million, as of December 31, 2018 and R$255.5 million as of December 31, 2017 and R$273.5 million as of December 31, 2016.2017. The decrease in our provisions for environmental liabilities in 20182019 as compared to 20172018 is mainly due to the critical review of the remediation strategy and environmental management for external landfill areas, especially the areas of (i) the Southern Region of Santa Catarina State (environmental recovery of a former coal mine) under agreements with the Public Prosecutor’s Office seeking the recovery of environmental liabilities caused by coal mining in the Southern Region of Santa Catarina until the 1990s, and (ii) Estação Ecológica de Corumbá (management of a nature conservation area in the state of Minas Gerais), under our 2011 TAC, which we have observed and which are accompanied by the Public Prosecutor’s Office and by the competent environmental agency in compliance with the obligations in 2017.

Following the collapse of the Brumadinho dam, the Public Ministry of Minas Gerais filed a public civil action in April 2019 in the amount of R$524.4 million demanding that we design and implement a process for relocating all residents living downstream of our Casa de Pedra dam, including relocation of a child care center and school, as a result of alleged psychological disorders of the residents. We have responded that the Casa de Pedra dam does not present any non-compliance with applicable regulations and its stability and integrity have been confirmed by independent audits, including in September 2019 and, most recently, in January 2020. We have presented alternatives to the Public Ministry of Minas Gerais, including construction of a nursery and school, adherence to an integrated municipal dam safety plan, provision of psychological support services to the community and donation of two buses for transportation of children, among others. As of the date of this annual report, this lawsuit is in the procedural instruction phase.

On April 10, 2019, CSN Mineração, Minérios Nacional and the Federal Public Ministry signed a Preliminary Agreement Term to ensure compliance with the terms of the new legislation related to Tailings Dams, especially upstream structures, intensifying the independent audits structures.

For more information regarding environmental legal proceedings, please see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings—Other Legal Proceedings.”

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The changes in the provisionfollowing table sets forth our provisions for environmental liabilities on our financial statements are as follows:of the dates indicated:

 

Amounts

(in millions of R$)

Term of Undertaking (TAC)(1)

6.3

Decommissioned Coal Mines (Santa Catarina)

0.4

Landfills and other(2)

4.4

December 31, 20162017

273.4255.5

Term of Undertaking (TAC)(1)

(3,0)8.2

Decommissioned Coal Mines (Santa Catarina)

(10,4)(50.8)

Landfills and other(2)

(4,6)(14.5)

December 31, 20172018

255,5198.4

Term of Undertaking (TAC)(1)

8,2(16.2)

Decommissioned Coal Mines (Santa Catarina)

(50,8)(8.5)

Landfills and other(2)

(14,5)18.6

December 31, 20182019

198,4192.3

_______________________

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

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

 

Brazil – Mining Regulation

Under the Brazilian Federal Constitution of 1988, or the Brazilian Constitution, all mineral resources in Brazil belong to the federal government. The Brazilian Constitution, andthe Brazilian Mining Code enacted through Decree Law 227/1967, or the Mining Code, and mining regulations enacted through Decree 9,406/2018 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 ANM, the regulatory agency under the Ministry of Mines and Energy


of the Brazilian government. The ANM grants prospecting authorizations to a requesting party for an initial period of one to three years. These authorizations are renewable at the ANM’s discretion, provided that the requesting party is able to show that the renewal is necessary for proper conclusion of prospecting activities. Upon completion of prospecting activities and geological exploration at the site, the holder of the prospecting authorization must submit a final report to the ANM. If the geological exploration reveals the existence of a mineral deposit that is technically and economically exploitable, the grantee has one year (which the ANM may extend) from approval of the report by the ANM to apply for a mining concession by submitting an economic exploitation plan or to transfer its right to apply 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. The ANM grants mining concessions for an indeterminate period of time lasting until the exhaustion of the mineral deposit. After extraction, the mineral products that are specified in the concession belong to the holder of the concession. With the prior approval of the ANM, 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.

Given recentFollowing accidents involving the breaking of upstream mining dams operated by other mining companies in the cities of Mariana and Brumadinho, in the state of Minas Gerais, involving the breaking of upstream mining dams, which we also operate (but all of whichANM and Brazilian environmental regulatory authorities are inactive), new orapplying more stringent environmental licensing requirements for mining project operations, specifically for dams, are under discussion and may be imposed bydams. The ANM and environmental regulatory authorities. ANM hasinitially determined that all upstream dams in Brazil mustshould be decommissioned or adapted to other methods by 2021 for inactive dams and by 2023 for active dams; however, in 2019, the ANM extended these deadlines as follows: (i) large upstream dams will have until 2025 for inactive dams, or 2027 for active dams, to completely shut down and similar regulation has been passed(ii) small dams will have until 2022 to completely shut down. In addition, the ANM determined that all upstream dams in operation must be deactivated by the state of Minas Gerais and its environmental bodies, requiring decommissioning by 2022.2021. For more information, see “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Our activities depend on authorizations, concessions, licenses and permits and changes in applicable laws, regulations or government measures could adversely affect us” and “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—We are subject to environmental, health and safety incidents.safetyincidents. Additionally, current, new or more stringent environmental, health and safety regulations applicable to us may result in liability exposure and increased capital expenditures.”

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Mining Concessions

OurWe operate our iron ore mining activities at Casa de Pedra mine are performed based on under a mining concession known asManifesto de Mina under Brazilian regulations, which gives us full ownership over the iron ore 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 Bocaina 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 the Brazilian Department of Mineral Production (TheDepartamento Nacional de Produção Mineral), now ANM, the Manifesto de Mina for Casa de Pedra was transferred by CSN to CSN Mineração, which was also grantedmine and the Engenho mining concession from Namisaare held by CSN Mineração, while the end of the year of 2015. In the same occasion, Fernandinho mining concession and the mining rights of Cayman and Pedras Pretas were transferredare held by Namisa to Minérios Nacional. For further information, see “Item 4D. Property, Plant and Equipment.”

Mineral Rights and Ownership

The Mining Code, mining regulations 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.

Our mineral rights for Casa de Pedra mine include the mining concession (manifesto de mina), a beneficiation plant, roads, a loading yard and a railway branch, and are duly registered with ANM. We have also been granted by ANM easements in 19 mine areas located in the surrounding region. These areas are needed to expand our operations and as operating support areas.

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

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 CFEM, which calculation considers the gross revenue, excluding taxes over the selling. ANM is responsible for auditing the mining companies and to enact regulations to ensure the proper payment of CFEM. In December 2017, Law No. 13,540/2017 was enacted, changing the framework for CFEM calculation and collection.

The current CFEM rates vary between 1% and 3.5%, as follows:

·        1%: rocks, sand, gravel, clay and other minerals used in civil construction; ornamental rocks and mineral and thermal water;

·        1.5%: gold;

·        2%: diamond and other minerals;

·        3%: bauxite, manganese, niobium and rock salt;

·        3.5%: iron ore.

The Mining 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 the government 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.

On December 19, 2017, Law No. 13,540/2017 was enacted, increasing the CFEM rate for mining activities and altering its calculation basis. Additionally, Law No. 13,575/2017, Decree 9,406/2018 and Decree 9,407/2018 provided for several changes to the Brazilian mining sector.40550.00004

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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 Brazilian antitrust authority,Conselho Administrativo de Defesa Econômica, or 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.”

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 MinistrySpecial Secretary of Development, IndustryForeign Trade and Foreign Trade,International Business (Secretaria de Comercio Exterior e Negócios Internacionais – SECINT), the Secretary of Foreign Trade (Secretaria de Comércio Exterior – SECEX– SECEX),) and the CommercialSubsecretary of Trade Defense Departmentand Public Interest (DepartamentoSubsecretaria de Defesa Comercial e Interesse Público - SDCOM– 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, or AD/CVD, petitions with respect to certain cold-rolled flat steel products from Brazil, China, India, Japan, Korea, Russia, and the United Kingdom at 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-dumping investigation of cold-rolled products, which was reviewed in April 2016, in which the rate imposed on exports to the U.S. was 20.84% as of March 7, 2016. In March 2016, the DOC issued the preliminary determination on the AD investigationADinvestigation of hot-rolled products, in which the rate imposed was 33.91%. The final determination for AD and CVD of cold-rolled was issued in July 2016, imposing a rate of 11.31% for CVD and a rate of 19.56% for AD with a cash deposit of 15.49%. The final determination for hot-rolled products was issued in August 2016 and the rates imposed were 11.31% for CVD and 33.14% for AD with a cash deposit of 29.07%.

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In addition to the AD and CVD measures, in March 2018, the U.S. government implemented Section 232 for U.S. national security purposes, which imposes an ad valorem tariff of 25% on imported steel. Brazil obtained a temporary suspension of the measure until the end of April 2018, which was extended to the end of May 2018. After the suspension, Brazil entered into an agreement with the U.S., which established quotas for semi-finished steel products based on average exports between 2015 and 2017 and quotas for finished steel products based on average exports between 2015 and 2017 with a reduction of 30%.

European Union

Anti-dumping. In the European Union, we are subject to regulation and supervision by the European Commission.

On July 7, 2016, the European Commission initiated an anti-dumping investigation concerning imports of certain hot-rolled flat steel products originating from Brazil, Iran, Russia, Serbia and Ukraine.

On July 29, 2016, the European Commission decided to limit its investigation to a reasonable number of exporting producers by using a sample in accordance with Article 17(1) of Regulation (EU) 2016/1036 of the European Parliament. The criteria used to select the sample was the volume of the product concerned exported to the European Union during the investigation period. As a result, three companies, Arcelor Mittal, CSN and Usiminas, collectively responsible for 97% of total steel exports from Brazil to the European Union, were chosen to represent Brazil in the investigation.

In January 2017, the European Commission issued a regulation establishing that imports of hot–rolled flat steel products originating from Brazil and Russia be subject to customs registration, meaning that all imports cleared after January 7, 2017 would be exposed to the risk of retroactive collection of duties against Brazil at the end of the investigation.

The preliminary determination was issued in April 2017 by the European Commission, which opted not to impose provisional duties on the imports of hot-rolled products from Brazil into the European Union.

In October 2017, the European Commission imposedissued a final determination imposing definitive anti-dumping dutyduties for the exports of hot rolled steel into the European Union from Brazil. The duties imposed were a tariff rate of 53.4 euros/ton on imports from us. The duties imposed for other Brazilian companies wereus, 54.5 euros/ton for


Arcelor Mittal, 55.8 euros/ton for Gerdau and 63 euros/ton for Usiminas. The final determination for hot-rolled products was issued in October 2017 and imposed a tariff rate of 53.4 euros/net ton.

More recently, in response to the imposition of the U.S. Section 232, the European Union initiated, on April 26, 2018, an investigation into safeguards for 26 categories of steel products. In February 2019, a definitive E.U. regulation imposed safeguard measures on imports of certain steel products and imposed quotas for the next three years. The quota system is divided into specific quotas for countries which participation in exports is above 5% on all European Union imports, and global quotas for the countries which participation is below 5% of European Union imports. For more information, see “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—Protectionist and other measures adopted by foreign governments could adversely affect our export sales.”

Canada

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

Since 2001, Canada has had an anti-dumping order in place relating to hot-rolled sheets and coils from Brazil. However, we are not currently affected by this anti-dumping order since we do not export hot-rolled sheets or coils to Canada.

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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 2006 through 2015, total global crude steel production averaged approximately 1.5 billion tons per year. According to the WSA, in 2016, production reached 1.6 billion tons, which represents an increase of 0.8% as compared to 2015.

China’s crude steel production in 2016 reached 808 million tons, an increase of 1.2% as compared to 2015. Production volume in China has almost doubled in the last ten years, from 421 million tons in 2006. China’s share of world steel production increased from 49.4% in 2015 to 49.6% in 2016. In 2016, Asian countries increased their production by 1.6%, reaching 1.125 billion tons, according to WSA.

All major producing countries, except for India, decreased their production levels in 2016. According to the WSA, in 2016 the global crude steel production increased, slightly and, considering that 2014 was a record production year, the production levels remained in line with 2015 figures.

In 2017, all the major steel producing countries increased their production levels. Consequently, global steel production reached 1.67 billion tons in 2017, a 5.3% increase compared to 2016. In addition, in 2018, nearly all top 10 steel producing countries increased their production levels and global steel production increased 5.8% as compared to 2017.

In 2019, global crude steel production was 1,869.9 mt, which represents an increase of 3.4mt, or 0.2%, compared to 2018, due to an increase in crude steel production in Asia and the Middle East, while crude steel production decreased in all other countries.

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 investment scarcity 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 decreased from 147 kilograms in 2010 to 92 kilograms in 2017. It is considered low when compared to the levels of some developed countries, such as the United States and Germany.

From 2010 to 2017, the Brazilian GDP grew on average 1.6% per year. 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 andpoliciesand 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 (Associação Nacional dos Fabricantes de Veículos Automotores), or ANFAVEA, data.

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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, respectively, according to the ANFAVEA data. In 2015 and 2016, vehicles sales decreased 26.6% and 20.2%, respectively, due to the economic recession, a large number of vehicles in stock and by the return of the industrialized products tax. In 2017, selling and automotive production increased 29.3% and 9.4% respectively, giving hope to the automotive market and steel companies. In 2018, although the Brazilian GDP increased 1.1% as compared to 2017, driven by increased household consumption, investments and services, it remained below expectations. In 2019, according to the Brazilian Steel Institute (Instituto Aço Brasil), or IABr, the apparent consumption of steel in Brazil decreased 2.7% as compared to 2018.

Market Participants

According to IABr, the Brazilian steel industry is composed of 3032 mills managed by 1112 corporate groups, with an installed annual capacity of approximately 50.451.5 million tons, producing a full range of flat, long, carbon, stainless and specialty steel.

Capacity Utilization

Installed capacity in Brazil in each of 20182019 and 20172018 was estimated at 51.5 and 50.4 million tons.tons, respectively.

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.


In 2016, Brazilian steel exports totaled 13.4 million tons and accounted for US$5.6 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. In 2017, 15.4 million tons of steel was exported from Brazil for US$8.0 billion.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. In 2016, steel imports decreased by 2.1% as compared to 2015, according to IABr. In 2017, steel imports increased by 23.9% as compared to 2016. In 2018, steel imports reached 2.4 million tons, which represented an increase of 3.3% as compared to 2017. In 2019, steel imports reached 2.3 million tons, which represented a decrease of 2.0% as compared to 2018. Steel exports decreased 12.8 million tons, or 8.0%, in 2019 as compared to 2018.

For information on the production by the largest Brazilian steel companies, see “Item 4B. Business Overview—Competition in the Steel Industry—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 audited consolidated financial statements includedstatementsincluded elsewhere herein.in this annual report.

4D. Property, Plant and Equipment

Our principal executive offices are located in the city of São Paulo, state of São Paulo, and our main production operations are located in the city of Volta Redonda, state of Rio de Janeiro. Presidente Vargas Steelworks, our steel mill, is an integrated facility covering approximately far square km and is located in the city of Volta Redonda, 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.

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The table below sets forth certain material information regarding our properties as of December 31, 2018.2019. For more information, see note 9 to our audited consolidated financial statements included elsewhere herein.in this annual report.

Description

Activity

Country

LocationState

LocationCity

Title

Companhia Siderúrgica Nacional

Presidente Vargas Steelworks

Steel Mill

Brazil

RJRio de Janeiro

Volta Redonda

Owned

Companhia Siderúrgica Nacional

CSN Paraná

Galvanized and Pre-Painted Products 

Brazil

PRParaná

Araucária

Owned and Third Parties

Companhia Siderúrgica Nacional

CSN Porto Real

Galvanized Steel Producer 

Brazil

RJRio de Janeiro

Porto Real

Owned and Third Parties

Companhia Siderúrgica Nacional

Service Center and Cement Distributor

Distributor

Brazil

SPSão Paulo

Mogi das Cruzes

Owned

Companhia Siderúrgica Nacional

Service Center

Distributor

Brazil

BABahia

Camaçari

Owned

Companhia Metalúrgica Prada

Service Center

Distributor

Brazil

SPSão Paulo

Mogi das Cruzes

Owned

Companhia Metalúrgica Prada

Service Center

Distributor

Brazil

SPSão Paulo

Bebedouro

Owned

Companhia Metalúrgica Prada

Steel Can 

Manufacturer 

Packaging

Brazil

SPSão Paulo

São Paulo

Owned

Companhia Metalúrgica Prada

Steel Can 

Manufacturer 

Packaging

Brazil

MGMinas Gerais

Uberlândia

Owned

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

MGMinas Gerais

Uberlândia

Owned

CSN Mineração

Iron Ore Mine

Iron Ore Mine

Brazil

MGMinas Gerais

Congonhas

Owned and Third Parties

Companhia Siderúrgica Nacional

Arcos Mine

Limestone Mine

Brazil

MGMinas Gerais

Arcos

Owned

CSN Mineração

Ouro Preto Mine

Iron Ore Mine

Brazil

MGMinas Gerais

Ouro Preto

Owned

Minérios Nacional S.A.

Fernandinho Mine

Iron Ore Mine

Brazil

MGMinas Gerais

Rio Acima

Third Parties

Estanho de Rondônia S.A. (ERSA)

ERSA Office

Tin Mine

Brazil

RORondônia

Ariquemes

Owned

Estanho de Rondônia S.A. (ERSA)

ERSA Mine

Tin Mine

Brazil

RORondônia

Itapuã do Oeste

Owned

Companhia Siderúrgica

Nacional, LLC

CSN LLC Office

Flat Steel ProducerOffice

USA

IndianaIllinois

Terre HauteChicago

OwnedThird Parties

Lusosider Aços Planos S.A.

Lusosider

Flat Steel Producer

Portugal

Seixal

Seixal

Owned

Stahlwerk Thüringen Gmbh

SWT

Steel Profile

Germany

Saalfeld-Rudolstadt

Unterwellenborn

Owned

Companhia Siderúrgica Nacional

Thermoelectric Plant

Energy

Brazil

RJRio de Janeiro

Volta Redonda

Owned

Companhia Metalúrgica Prada

Metallic

Packaging Plant

Packaging

Brazil

RJRio de Janeiro

Resende

Third Parties

Companhia Metalúrgica Prada

Metallic

Packaging Plant

Packaging

Brazil

SP

Lins

Third Parties

Companhia Metalúrgica Prada

Metallic

Packaging Plant

Packaging

Brazil

GOGoiás

Luziânia

Third Parties

Companhia Metalúrgica Prada

Metallic

Packaging Plant

Packaging

Brazil

RSRio Grande do Sul

Pelotas

Third Parties

Companhia Metalúrgica Prada

Metallic

Packaging Plant

Packaging

Brazil

Rio de Janeiro

Barão de Juparanã

Owned

Companhia Metalúrgica Prada

Distribution Center

Steel Roll

Brazi

São Paulo

Salto

Third Parties

Consórcio Usina Hidrelétrica

de Igarapava

Hydroelectric Facility

Energy

Brazil

SPSão Paulo

Igarapava

Owned

Itá Energética S.A.

Hydroelectric Facility

Energy

Brazil

RSRio Grande do Sul

Aratiba

Owned

Companhia Siderúrgica Nacional

Service Center

Distributor

Brazil

PEPernambuco

Jaboatão dos Guararapes

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Distributor

Brazil

RSRio Grande do Sul

Canoas

Third Parties

Companhia Metalúrgica Prada

Distribution Center

Distributor

Brazil

SPSão Paulo

Piracicaba

Third Parties

Companhia Metalúrgica Prada

Distribution Center

Distributor

Brazil

MGMinas Gerais

Contagem

Third Parties

Companhia Siderúrgica Nacional

Steel Distribution

Center

Distributor

Brazil

MGMinas Gerais

Contagem

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

MGMinas Gerais

Contagem

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

MGMinas Gerais

Juiz de Fora

Third Parties

Companhia Siderúrgica Nacional

Companhia Siderúrgica Nacional

Cement Distributor

Brazil

SPSão Paulo

Mauá

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SP

Varginha

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SPSão Paulo

Ribeirão Preto

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SPSão Paulo

Guarulhos

Third Parties

Companhia Sideurgica Nacional

Distribution Center

Steel Distributor

Brazil

RSRio Grande do Sul

Caxias do Sul

Third Parties

CSN Mineração

TECAR - Terminal de Carvão

Iron Ore Shipment

Brazil

RJRio de Janeiro

Itaguaí

Third Parties

Sepetiba Tecon S.A.TECON

TECON - Terminal de Conteiners

Logistics

Brazil

RJRio de Janeiro

Itaguaí

Third Parties

Companhia Siderúrgica Nacional

Cement Plant

Cement Manufacturer

Brazil

RJRio de Janeiro

Volta Redonda

Owned

Companhia Siderúrgica Nacional

Clinker and

Cement Plant

Cement Manufacturer

Brazil

MGMinas Gerais

Arcos

Owned

Companhia Siderúrgica Nacional

Long Steel Plant

Long steel Manufacturer

Brazil

RJRio de Janeiro

Volta Redonda

Owned

MRS Logística S.A.

Railway

Railway Logistics

Brazil

Several

Several

Third Parties

Ferrovia Transnordestina Logística S.A. (FTL)FTL

Railway

Railway Logistics

Brazil

Several

Several

Third Parties

Transnordestina

Logística S.A. (TLSA)TLSA

Railway

Railway Logistics

Brazil

Several

Several

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

RJRio de Janeiro

Rio de Janeiro (Arará)

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

RJRio de Janeiro

Rio de Janeiro (Campo Grande)

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SPSão Paulo

Americana

Third Parties

Companhia Siderurgina Nacional

Distribution Center

Cement Distributor

Brazil

RJRio de Janeiro

Queimados

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SPSão Paulo

São José dos Campos

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

SPSão Paulo

Osasco

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Cement Distributor

Brazil

Rio de Janeiro

Itaboraí

Third Parties

Companhia Siderurgica Nacional

Distribution Center

Cement Distributor

Brazil

Rio de Janeiro

Barra Mansa

Third Parties

Companhia Siderúrgica Nacional

Distribution Center

Steel

Brazil

SPSão Paulo

Jacareí

Third Parties

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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 “—Acquisitions and Dispositions” and note 109 to our audited consolidated financial statements included elsewhere herein.in this annual report.

Acquisitions and Dispositions

Usiminas

As of December 31, 2018,2019, we owned, directly and indirectly, 20.3% of the preferred shares and 15.2% of the common shares of Usiminas resulting from various acquisitions in the market since mid-2010. For more informationmoreinformation on the value of these assets, see “Item 5A. Operating Results—Critical Accounting Estimates—Impairment of Long-Lived Assets, Intangible Assets and Goodwill.” We are assessing strategic alternatives in relation to our investment in Usiminas. For more information on antitrust matters regarding our investment in Usiminas, see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings—Antitrust.”

In March 2016, Usiminas’ board of directors approved a capital increase of R$64.9 million, through the issuance of 50,689,310 preferred shares. In April 2016, we exercised our right of subscription, paying R$11.6 million for 9,064,856 preferred shares.40550.00004

In April 2016, Usiminas, shareholders’ meeting approved a capital increase of R$1.0 billion, through the issuance of 200,000,000 common shares. In May 2016, we exercised our right of subscription, paying R$178.8 million for 35,766,351 common shares.63


In 2014, we entered into an agreement with CADE limiting our ability to exercise our voting rights in Usiminas. In March 2016, we applied for and were granted an exception to this agreement, pursuant to which we appointed, for a two-year term, two fixed and two alternate members on Usiminas’ board of directors and, for a one-year term, one fixed and one alternate member on Usiminas’ fiscal committee. CADE’s ruling granting us this exception is currently under litigation. Although the 2016 appointments are currently under litigation, there has been no judicial order overturning or otherwise suspending their effects. Since 2016, however, we have been unable to appoint new members to Usiminas’ fiscal committee as our request in 2017 for another exception was denied by CADE. Most recently, in April 2018, our latest request for exception was denied as well by CADE.

Metalic

In August 2016, CSN’s board of directors approved the sale of all shares issued by Metalic to Can-Pack Brasil Indústria de Embalagens Ltda., a subsidiary of the Polish metallic packaging company Can-Pack S.A., a manufacturer and marketer of metallic packaging. The value of the transaction was R$372.5 million and the sale was effective as of November 30, 2016.

Companhia Siderúrgica Nacional, LLC

On June 5, 2018, Companhia Siderúrgica Nacional, LLC, our subsidiary organized in the United States with operations in stripping, cold rolling and galvanizing of flat steel, changed its corporate name to Heartland Steel Nacional, LLC and a new company was established under the name of Companhia Siderúrgica Nacional, LLC, or CSN LLC, as a wholly-owned subsidiary of Heartland Steel Processing, LLC. On June 28, 2018, CSN LLC, became an indirectly wholly owned subsidiary of ours.

On June 29, 2018, we sold Heartland Steel Processing, LLC to Steel Dynamics, Inc. for US$400.0 million. We continue our commercial import and distribution activities in the North American market through CSN LLC. This sale was part of our ongoing divestiture and deleverage plan. For more information, see note 3

CBSI – Companhia Brasileira de Serviços de Infraestrutura

In November 2019, we acquired from CKTR Brasil Serviços Ltda. 1,876,146 common shares of CBSI –Companhia Brasileira de Serviços de Infraestrutura, corresponding to our audited consolidated financial statements included elsewhere herein.50% of its outstanding shares, for R$24.0 million, and we now hold the entirety of its share capital.


4E. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our audited consolidated financial statements as of December 31, 20182019 and 2017,2018, and for the years ended December 31, 2019, 2018 2017 and 2016,2017, included elsewhere herein.in this annual report. Due to the adoption of IFRS 9 and IFRS 15 as of January 1, 2018, which we did not apply retroactively, financial information as of and for the year ended December 31, 2018 ismay not be comparable with financial information as of and for the year ended December 31, 2017. In addition, due to the adoption of IFRS 16 as of January 1, 2019, which we did not apply retroactively, financial information as of and for the year ended December 31, 2019 may not be comparable with financial information as of and for the years ended December 31, 2014, 2015, 20162018 and 2017.

5A. Operating Results

Overview

Brazilian Macroeconomic Scenario

As a company with the vast majority of its operations and a large portion of its sales in Brazil, we are affected by the general economic conditions in Brazil. The rate of growth in Brazil is important in determining our own growth capacity and results of operations.

The following table sets forth select Brazilian economic indicators for the periods indicated:

 

Year ended December 31,

 

2018

 

2017

 

2016

      

GDP growth (contraction) rate

1.1%

 

1.0%

 

(3.5)%

Inflation (IPCA)(1)

3.7%

 

3.0%

 

6.3%

Inflation (IGP-M)(2)

7.5%

 

(0.5)%

 

7.2%

CDI(3)

6.4%

 

6.9%

 

14.0%

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

17.1%

 

1.5%

 

(4.2%)

Exchange rate at the end of period (US$1.00)

R$3.875

 

R$3.308

 

R$3.259

Average exchange rate (US$1.00)

R$3.656

 

R$3.193

 

R$3.483

Unemployment rate(4)

12.3%

 

12.7%

 

11.5%

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

      

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Year ended December 31,

 

2017

 

2018

 

2019

 

 

   

 

GDP growth (contraction) rate

1.0%

 

1.1%

 

1.1%

Inflation (IPCA)(1)

3.0%

 

3.7%

 

4.3%

Inflation (IGP-M)(2)

(0.5)%

 

7.5%

 

7.3%

CDI(3)

6.9%

 

6.4%

 

6.0%

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

1.5%

 

17.1%

 

(4.0)%

Exchange rate at the end of period (US$1.00)

R$3.308

 

R$3.875

 

R$4.030

Average exchange rate (US$1.00)

R$3.193

 

R$3.656

 

R$3.945

Unemployment rate(4)

12.7%

 

12.3%

 

11.0%

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

      

_______________________

(1)   The IPCA is measured by the IBGE.

(2)   The IGP-M is 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).

(4)   The unemployment rate (Pesquisa Nacional por Amostra de Domicílios) is measured by the IBGE.

 

Effects of Exchange Rate Fluctuations

Our export revenues are substantially denominated in U.S. dollars 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 depreciation of thereal against the U.S. dollarhas the following effects our results of operations:

·        domestic revenues tend to be lower (in comparison with prior years), partially offset by an increase in foreign market sales;

·        the impact ofrealdenominated costs of products sold and operating costs tends to be lower; and

·        financial expenses increase to the extent our 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, we recognize our foreign exchange variation generated from debt used as a hedge instrument directly in net equity as other comprehensive income, which we charge against income at the time the future export transactions occur.

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


·       foreign revenues tend to be lower (in comparison with prior years), partially offset by an increase in domestic market sales;

·       the impact ofrealdenominated costs of products sold and operating costs tends to be higher; and

·       financial expenses decrease to the extent our 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, we recognize our foreign exchange variation generated from debt used as a hedge instrument directly in net equity as other comprehensive income, which we charge against income at the time the future export transactions occur.

The impact of fluctuations in the exchange rate of therealagainst other currencies on our results of 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 (expenses) attributable to the profit (or loss) on the derivative transactions of our foreign currency-denominated debt. In order to minimize the effects of exchange rate fluctuations, we may use derivative transactions, including currency swap and foreign currency option agreements. For a discussion on the possible impact of exchange rate fluctuations 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 measured by the IPCA index was 6.3%3.0%, 3.0%3.7% and 3.7%4.3% in 2016, 2017, 2018 and 2018,2019, respectively, and 7.2%(0.5)%, (0.5)%7.5% and 7.5%7.3% as measured by the IGP-M index.

Inflation affects our financial performance by increasing 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 indices. A significant portion of ourreal-denominated debt bears interest based on the CDI rate, which is partially adjusted for inflation. The CDI rate as of December 31, 2016, 2017, 2018 and 20182019 was 14.0%9.9%, 9.9%6.4% and 6.4%4.4%, respectively.

Steel Market

For the years ended December 31, 2016, 2017, 2018 and 2018,2019, our steel segment represented 67%70%, 70%68% and 68%55% of our net revenues, respectively, and 47%, 49% and 44% of our gross profit, respectively. In 2019, 72% of our steel revenues were in Brazil and 28% were abroad. In 2018, 66% of our steel revenues were in Brazil and 34% were abroad. In 2017, 60% of our steel revenues were in Brazil and 40% were abroad, as compared to 60% and 40%, respectively, in 2016.2017.

According to the WSA, global crude steel production totaledwas 1.9 billion tons in 2019, or a 3.4% increase over 2018, and 1.8 billion tons in 2018, (4.6%or a 4.4% increase over 2017) and 1.67 billion tons in 2017 (5.5% increase over 2016).2017. In 2017,2019, China was responsible for 831,7996.3 million tons, or about 50%53% of the global output, representing an increase of 6%8.3% as compared to 2016.2018. Japan’s crude steel production remained stable totaling 105reached 99 million tons, in 2017.representing a decrease of 5% as compared to 2018. In the European Union, production reached 168159 million tons in 2017, corresponding to an increase2019, representing a decrease of 4.1%4.9% compared to 2016.2018. In the U.S., crude steel production totaled 81was 88 million tons in 2017, stable when compared2019, up by 1.5% on 2018. According to 2016. Existingthe global energy and mining consultancy company Wood Mackenzie, global capacity usage increased by 1.8% over the year2.5% in 2019 to 69.5%75%.

According to IABr, domestic crude steel production was 34.732.2 million tons in 2018 (1.1% increase over 2017) and 34.3 million tons in 2017 (9.9%2019, or a 7.2% decrease over 2016),2018, while rolled steel output totaled 22.4was 22.2 million tons in 2017 (7.2%2019, or a 6.3% increase over 2016).2018.

Domestic steel product consumption in Brazil was 19.220.6 million tons in 2017, 5.3% more than in 2016,2019, or a 2.7% decrease over 2018, while domestic sales increased 2.3%decreased 2.2% to 16.918.5 million tons. Annual imports to Brazil were 2.32.4 million tons, 23.9% more in 2016,or a 1.9% decrease over 2018, and exports increased 14.3% to 15.4decreased 12.8 million tons, or 8.0%, in 2017.2019 as compared to 2018.

Mining Market

For the years ended December 31, 2016, 2017, 2018 and 2018,2019, our mining segment represented 27%25%, 25%26% and 26%39% of our net revenues, respectively, and 33%32%, 32%35% and 35%69% of our gross profit, respectively. In 2018, 84%2019, 91% of our mining revenues came from exports and 16%9% from the domestic market, as compared to 84% and 16%, respectively, in 2018, and 82% and 18%, respectively, in 2017, and 88% and 12%, respectively, in 2016. After2017. Following a sharp increase of 22% instable market with an average iron ore prices toprice of US$71.32/dmt in 2017 and US$69.46/dmt (Platts, Fe 62%) in 2017 from US$58.45/dmt in 2016,2018, the seaborne iron ore market remained stable, supported bysupply faced several disruptions in 2019 from key players in the industry, including the Brumadinho accident in Brazil and adverse weather conditions in Australia. This scenario, coupled with significant investments in infrastructure and construction healthy margins in steel mill and tightChina, resulted in iron ore supply. Ironprices surpassing US$126/dmt for the first time since 2014 and average iron ore prices registered a minimum level ofincreased 34.5% from 2018 to US$62.50/93.4/dmt in July 2018 and reached an average of US$69.46/dmt in 2018.2019.


Logistics, Port Logistics, Cement and Energy

The performance of our logistics, cement and energy segments is directly related to the performance of our steel and mining segments. For the years ended December 31, 2016, 2017, 2018 and 2018,2019, these segments represented an aggregate of 13%14%, 14%12% and 12%10% of our net revenues, respectively, and an aggregate of 13%12%, 12%10% and 10%5% 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.

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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 actual transaction prices difficult to determine.

Historically, export prices and margins have been lower than domestic prices and margins because of the logistics costs, taxes and tariffs involved in exports – not all of which we can pass onto customers. The portion of our production that we export depends on domestic demand, exchange rate fluctuations and how favorable the prices that can be charged in the international markets are.


Product Mix and Prices

We forecast sales trends in both domestic and foreign markets monthly based on data from preceding months. We rely on our own information system to keep up with market developments in order to respond swiftly to fluctuations in demand.

We consider our flexibility in shifting between domestic and foreign markets, and our ability to monitor and optimize inventory levels in light of changing demand, as key to our 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.


 

            

Net Operating Revenues

 

(in millions of R$)

 

% of Net Operating Revenues

 

 

 

 

 

In Market*

 

Total

 

2018

2017

2016

 

2018

2017

2016

 

2018

2017

2016

Domestic Sales

 

 

 

 

 

 

 

 

 

Slabs

          -  

           2

           0

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

    2,830

    2,133

    1,630

 

28%

28%

24%

 

18%

17%

15%

Cold-Rolled

    1,705

    1,269

    1,020

 

17%

17%

15%

 

11%

10%

9%

Galvanized

    3,792

    2,466

    2,215

 

37%

32%

33%

 

25%

19%

20%

Tin Plate

    1,349

    1,348

    1,646

 

13%

18%

24%

 

9%

11%

15%

Long Steel

       466

       426

       303

 

5%

6%

4%

 

3%

3%

3%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

  10,143

    7,643

    6,815

 

100%

100%

100%

 

66%

60%

61%

 

 

 

 

 

 

 

 

 

 

 

 

Sales Abroad

 

 

 

 

 

 

 

 

 

Slabs

           3

          -  

          -  

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

       422

       145

       147

 

8%

3%

3%

 

3%

1%

1%

Cold-Rolled

       169

       191

       153

 

3%

4%

3%

 

1%

2%

1%

Galvanized

    1,894

    2,662

    2,249

 

36%

53%

51%

 

12%

21%

20%

Tin Plate

       655

       523

       389

 

13%

10%

9%

 

4%

4%

3%

Long Steel

    2,051

    1,520

    1,451

 

39%

30%

33%

 

13%

12%

13%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

    5,195

    5,040

    4,390

 

100%

100%

100%

 

34%

40%

39%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

           3

           2

           0

 

 

 

 

 

 

 

 

Hot-Rolled

    3,253

    2,278

    1,777

 

 

 

 

 

 

 

 

Cold-Rolled

    1,874

    1,460

    1,174

 

 

 

 

 

 

 

 

Galvanized

    5,687

    5,128

    4,465

 

 

 

 

 

 

 

 

Tin Plate

    2,004

    1,871

    2,035

 

 

 

 

 

 

 

 

Long Steel

    2,518

    1,945

    1,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

  15,338

  12,683

  11,205

 

 

 

 

 

 

 

 

*% of net operating revenues in the market means the participation of each product line in our group of domestic sales and sales abroad and considers only revenues from products, excluding other revenues.

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Sales Volumes

Tons

% of Sales Volumes

 

 

 

In Market*

 

Total

 

2017

2018

2019

 

2017

2018

2019

 

2017

2018

2019

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

2

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

973

1,133

1,097

 

34%

34%

35%

 

20%

22%

24%

Cold-Rolled

520

630

562

 

18%

19%

18%

 

11%

12%

12%

Galvanized

818

1,091

963

 

29%

33%

31%

 

17%

22%

21%

Tin Plate

295

281

303

 

10%

8%

10%

 

6%

6%

7%

Long Steel

233

192

227

 

8%

6%

7%

 

5%

4%

5%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

2,841

3,327

3,151

 

100%

100%

100%

 

58%

66%

70%

 

 

 

 

 

 

 

 

 

 

 

 

Sales Abroad

 

 

 

 

 

 

 

 

 

 

 

Slabs

-

-

-

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

74

140

1,097

 

4%

8%

35%

 

1%

3%

24%

Cold-Rolled

77

57

562

 

4%

3%

18%

 

2%

1%

12%

Galvanized

925

549

963

 

44%

32%

31%

 

19%

11%

21%

Tin Plate

197

189

303

 

9%

11%

10%

 

4%

4%

7%

Long Steel

808

806

227

 

39%

46%

7%

 

16%

16%

5%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

2081

1,742

3,151

 

100%

100%

100%

 

42%

34%

70%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

2

-

2

 

 

 

 

 

 

 

 

Hot-Rolled

1,047

1,273

1,152

 

 

 

 

 

 

 

 

Cold-Rolled

597

688

587

 

 

 

 

 

 

 

 

Galvanized

1,742

1,640

1,386

 

 

 

 

 

 

 

 

Tin Plate

493

470

381

 

 

 

 

 

 

 

 

Long Steel

1,042

999

1,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

4,922

5,069

4,525

 

 

 

 

 

 

 

 

            

*% of sales volume in the market means the participation of each product line in domestic sales and sales abroad.

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Net Operating Revenues

(in millions of R$)

% of Net Operating Revenues

 

 

 

In Market*

 

Total

 

2017

2018

2019

 

2017

2018

2019

 

2017

2018

2019

Domestic Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

2

-

0

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

2,133

2,830

2,770

 

28%

28%

28%

 

17%

18%

20%

Cold-Rolled

1,269

1,705

1,538

 

17%

17%

16%

 

10%

11%

11%

Galvanized

2,466

3,792

3,446

 

32%

37%

35%

 

19%

25%

25%

Tin Plate

1,348

1,349

1,545

 

18%

13%

16%

 

11%

9%

11%

Long Steel

426

466

543

 

6%

5%

6%

 

3%

3%

4%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

7,643

10,143

9,843

 

100%

100%

100%

 

60%

66%

72%

 

 

 

 

 

 

 

 

 

 

 

 

Sales Abroad

 

 

 

 

 

 

 

 

 

 

 

Slabs

0

3

3

 

0%

0%

0%

 

0%

0%

0%

Hot-Rolled

145

422

130

 

3%

8%

3%

 

1%

3%

1%

Cold-Rolled

191

169

62

 

4%

3%

2%

 

2%

1%

0%

Galvanized

2,662

1,894

1,364

 

53%

36%

35%

 

21%

12%

10%

Tin Plate

523

655

303

 

10%

13%

8%

 

4%

4%

2%

Long Steel

1,520

2,051

1,980

 

30%

39%

52%

 

12%

13%

14%

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal

5,040

5,195

3,843

 

100%

100%

100%

 

40%

34%

28%

 

 

 

 

 

 

 

 

 

 

 

 

Total Sales

 

 

 

 

 

 

 

 

 

 

 

Slabs

2

3

3

 

 

 

 

 

 

 

 

Hot-Rolled

2,278

3,253

2,900

 

 

 

 

 

 

 

 

Cold-Rolled

1,460

1,874

1,600

 

 

 

 

 

 

 

 

Galvanized

5,128

5,687

4,810

 

 

 

 

 

 

 

 

Tin Plate

1,871

2,004

1,849

 

 

 

 

 

 

 

 

Long Steel

1,945

2,518

2,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

12,683

15,338

13,686

 

 

 

 

 

 

 

 

            

*% of net operating revenues in the market means the participation of each product line in domestic sales and sales abroad and considers only revenues from products, excluding other revenues.

Accounting for Mining Production Utilized by Our Steel Production

We are currently self-sufficient for the iron ore used in our steel production, except for pellets. We extract iron ore from our CSN Mineração mines, which in 20182019 provided approximately 5.23.6 million tons of iron oreWe sell the remainder of our iron ore production to third parties in Brazil and abroad.

We record the cost of iron ore for our steel production on our income statement in cost of products sold at its extraction cost plus transport cost from the mine. In 2017, 2018 2017 and 2016,2019, these costs were R$880835 million, R$835880 million and R$515834 million, respectively.


As of the closing of our transaction with the Asian Consortium, we record the cost of iron ore for our steel production at adjusted market prices and conditions, instead of its extraction cost plus transport cost from the mine, as our mining operations are concentrated in CSN Mineração, which sells iron ore to us for our steel production. Details of this transaction are described in “Item 4D. Property, Plant and Equipment.”

Critical Accounting Estimates

We preparedprepare our consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016 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 which 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 presentationfinancialpresentation would be materially affected if either (i) we used different estimates that we reasonably could have or (ii) 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 uncertain matters for which we use estimates, but the reasonably likely effect of changed or different estimates is not material to our financial presentation.

Impairment of Long-Lived Assets, Intangible Assets and Goodwill

In accordance with IAS 36Impairment of assets, we assess long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to the estimated discounted future cash flows expected to be generated by the asset, or cash generating unit.

If the carrying amount of a cash generating unit exceeds its estimated future cash flows, an impairment loss is recognized in the amount by which the carrying amount of the asset exceeds the greater of the value in use or fair value of the cash generating unit.

A determination of the value in use or fair value of a cash generating unit 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 our 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 assessed annually for impairment in accordance with IAS 36Impairment of assets. We review assets subject to amortization for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. We allocate goodwill to cash-generating units, for impairment testing purposes, that are expected to benefit from the business combination from which the goodwill arose, and the unit is not greater than the operating segment.

We assess financial assets 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.

Estimated LossesforImpairment of Accounts Receivable

In accordance with IFRS 9 –Financial Instruments, as of January 1, 2018, we implemented a new model of estimating the expected credit losses of accounts receivable, considering all possible loss events over the life of the receivables. We estimate these expected credit losses according to the loss rate by maturity range adopted by us since the initial recognition date of the account receivable. For the years ended December 31, 2016 and 2017, we did not use the expected losses model to estimate impairment of accounts receivable.

We consider customers’ history, default rate, financial condition and the opinion of our legal advisors in estimating expected losses for impairment of accounts receivable.

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For further information on our estimates of expected losses for impairment of accounts receivable, as of January 1, 2018, see note 65 to our audited consolidated financial statementsincluded elsewhere herein.in this annual report.

Depreciation andAmortization

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 all significant 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 useful lives of assets.

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We review the useful lives of assets every fiscal year for all of our units. See further details in note 109 to our audited consolidated financial statements included elsewhere herein.in this annual report.

Fair Value of Business Combinations

We use the acquisition method to account for each business combination that we conduct. We measure the payment obligation transferred by acquiring an entity 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. We recognize acquisition-related costs in profit or loss, as incurred. We initially measure identifiable assets acquired and liabilities assumed in a business combination at their fair values at the acquisition date.

Derivatives

IFRS 9 –Financial Instruments requires that, as of January 1, 2018, we recognize all derivative financial instruments as either assets or liabilities on our balance sheet and measure these instruments at fair value. We record changes in the fair value of derivatives in each period in our income statement in other comprehensive income, depending on whether we designate a transaction as an effective hedge. Our derivative instruments do not qualify for hedge accounting. We immediately record changes in the fair value of any of these derivative instruments in our income statement as financial income or financial expenses. We use derivatives for hedging purposes. We apply hedge 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 debt and with highly probable forecast transactions that may affect our net results. Our hedging instrument are non-derivative monetary items. Therefore, we account for the effective portion of the foreign exchange gains and losses in other comprehensive income. We account for the ineffective portion of the gain or loss on the hedging instrument, if any, in income (loss). With respect to the fair value measurement, we must make assumptions as to future foreign currency exchange and interest rates.

Pension Plans

We sponsor certain pension plans for 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 2726 to our audited consolidated financial statements and include, among others, the expected long-term rate of return on plan assets and increases in salaries. We calculate our net obligation regarding pension plans individually for each plan by estimating the value of the future benefit that the employees accrue in return for services provided in the current period and in prior periods; we then discount this benefit to its present value. 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 our obligations and which are denominated in the same currency as the one in which we expect the benefits will be paid. A qualified actuary calculation annually by using the projected unit credit method.

We recognize all the actuarial gains and losses resulting from pension plans immediately in other comprehensive income and then transfer them within equity. If the plan is extinguished, we recognize actuarial gains and losses in profit or loss.

Some of our entities offered a postretirement healthcare benefit to their employees as well. The expected costs of these benefits were accumulated during the employment period, and we calculate them using the same accounting method used for the pension plans.

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Deferred Taxes

We compute and pay income taxes based on results of operations determined under Brazilian Corporate Law. We recognize a deferred income tax liability for all temporary tax differences, while we recognize a deferred income tax asset only to the extent that it is probable that future taxable profit will be available against which the deductible temporary difference can be utilized. We classify deferred tax assets and liabilities as long-term. We offset tax assets and liabilities 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 assets and liabilities will also be offset. We recognize the income tax related to items recognized directly in equity in the current period or in a prior period directly in the same account.

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We regularly review deferred income tax assets for recoverability and only recognize these if we believe 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.

We annually perform a technical study to demonstrate if we will generate future taxable income and, if we have deferred tax assets recognized in our balance sheet, we assess if the future taxable income will support the realization of the tax credits. Even if we do not have deferred tax assets recognized in our balance sheet, we perform the study to have an estimate of the timeframe we will be able to recognize the tax credits and if any valuation allowance will continue to be applicable. This study is prepared at entity level, in accordance with the Brazilian tax legislation, and considers our projections for the parent company since the major part of our recent tax losses as well as the major part of temporary differences are generated in that entity and our subsidiaries do not have significant tax credits for purposes of this study.

Deferred tax assets on tax losses and temporary differences refer mainly to the following:

Nature

Description

Tax losses

Since a significant portionWe incur tax losses at the parent company level because (i) of financial expenses over our leverage because we hold substantially all loans and financings are in ourat the parent company level and (ii) we have incurred tax losses mainly due to high financial expenses.presented a taxable income in 2018 at the parent company level.

Temporary differences

Foreign – foreign exchange differences

Since 2012, we have optedWe usually opt for taxation of foreign exchange differences on a cash basis. We have operated without a taxable profit, so it would not make sense to use this deductibility on an accrual basis. As a result, of the cash basis tax treatment, taxes are only due and expenses are only deductible atwhen we settle the time of debt settlement.underlying asset or liability.

LossesTemporary differences – losses on Usiminas shares

WeWhile we recognize the losses on Usiminaschanges in investments in Usiminas’ shares on an accrual basis, butonly upon divestment will we generate a taxable event will occur only at the time of divestment.tax or deductibility event.

OtherTemporary differences – other provisions

We recognize various accounting provisions on an accrual basis, but their taxation occurs only at the time of their realization. This includes provisions for contingencies, impairment losses and environmental liabilities, etc.liabilities.

 

We prepared the study based on our long-term business plan, which covers a period for which our management can reasonably make estimates. It considered several scenarios, which varied according to different macroeconomic and operating assumptions.

The model for projection of taxable income considers two main indicators:

·        Pre-tax income, reflecting our projected EBITDA plus depreciation, other income and expenses and financial income (expenses); and

·        Taxable income, which is our pretax income plus (less) expenses and income items that are taxable or deductible in fiscal years other than the current year (temporary differences).

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In addition, we perform a sensitivity analysis of tax credits utilization considering changes in macroeconomic assumptions, operational performance and liquidity events.

On the other hand, as a negative factor, we have experienced income tax losses in most of the last five years resulting from the deterioration of the Brazilian political and macroeconomic environment, as well as due to our financial leverage, which has unbalanced the relationship between operating and financial results.

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In this context, we follow a business plan to rebalance our financial and operating results, which main measures are:

·        expansion of divestment efforts;

·        reduction in financial leverage;

·        increase in sales volume resulting in improved operating results, higher product sales prices and efficiency in controlling production costs; and

·        reprofiling of our indebtedness through negotiations to extend the amortization periods and decentralization of debt by redirecting financing agreements to our subsidiaries according to the nature and application of resources.

With these measures in place, our management expects improved profitability and considers that gradual recognition of tax credits, using an initial projection period of less than 10 years, better reflects the expectation of utilization of the credits recognized in our tax books.

See further details in note 15.b.14.b. to our audited consolidated financial statements included elsewhere herein.in this annual report.

Provision for Risks, Contingencies and Disputed Taxes

We record provisions for risks 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 we properly recognize these contingencies in our financial statements in accordance with IAS 37Provisions, 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 Brazilian federal or state governments or to settle municipal tax obligations owed to the corresponding municipality. 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 and the amounts recoverable can be measured at reasonable precision. Our accounting for 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 applicable 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. For further information on the judicial and administrative proceedings in which we are involved, see “Item 8A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

Mineral Reserves and Useful Life of Mines

We periodically evaluate and update our estimates of probable and proven reserves. We determine these reserves 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 a significant impact on probable and proven iron ore reserves recorded and on the useful life of mines.

We depreciate tangible assets that are mine-specific over the shorter of the normal useful lives of such assets or the useful life of the mine.

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We recognize exploration expenditures as expenses until we can establish the feasibility of mining activities, after which we capitalize subsequent development costs. Exploration and valuation expenditures include:

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

·        Topographic, geological, geochemical and geophysical studies;

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

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·        Examination and testing of extraction processes and methods;

·        Topographic surveys of transportation and infrastructure needs; and

·        Market and financial studies.

We capitalize the development costs of new mineral deposits or capacity expansion in mine operations and amortize 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; and

·        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).

We capitalize stripping costs (the costs associated with the removal of overburden and other waste materials) incurred during the development of a mine, before production commences, as part of the depreciable cost of developing the property. We subsequently amortize these costs over the useful life of the mine based on proven and probable reserves.

We include stripping costs in the production phase in the cost of inventory, except when we undergo a specific extraction campaign to access deeper deposits than of the ore body. In these cases, we capitalize costs in noncurrent assets when the mineral ore deposit is extracted and we amortize these costs over the useful life of the ore body.

Additionally, we account for asset retirement obligations as the estimated cost for decommissioning, retirement or restoration of areas upon the termination of activities related to mining resources. We recognize the initial liability as discounted to the present value, and subsequently as an increase in expenses. We capitalize asset retirement obligations equivalent to the initial liability as part of the carrying amount of the asset, which we depreciate over the useful life of the asset.

Property, Plant and Equipment

In accordance with our accounting policy, we capitalize the cost of maintenance in operating assets when it does not occur annually and results in an increase in the useful life of the asset. We recognize depreciation on an accrual basis until the next maintenance event of the relevant asset. We charge expenditures for maintenance and repairs in operating assets, that are necessary to maintain assets under normal conditions of use, to operating costs and expenses, as incurred.

As of December 31, 2017, 2018 2017 and 2016,2019, we capitalized borrowing costs amounting toof R$91.9 million, R$71.6 million R$91.9 million and R$215.8117.2 million, respectively. These costs are basically estimated for our mining projects related mainly to the Casa de Pedra expansion and TECAR.

Leases

We adopted IFRS 16 –Leases as of January 1, 2019. According to IFRS 16, we determine, in initial recognition, the lease term or non-cancellable term which will be used in the measurement of the right-of-use and lease liabilities. We reassess the lease term when a material event or material change occurs in circumstances that are in our control as lessee and affect the non-cancellable term. As provided in IFRS 16, we adopt the exemption from recognition for lease agreements with a term of less than 12 months, or which underlying asset is of immaterial value.

At the initial date of the lease, we recognize the right to use the asset and the lease liability at present value. According to IFRS 16, we measure the asset right-of-use at cost, which includes the lease liability, initial costs, advance payments and estimated costs to dismantle, remove or restore. We measure the lease liability at the initial date of the lease considering the present value of the lease payments that are set on that date. We discount lease payments at the interest rate in the lease, or if the interest rate cannot be determined, an incremental borrowing rate, that is the rate of interest that a lessee would have pay to borrow the funds necessary to obtain a right to use an asset of similar value, as provided under IFRS 16.

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In lease agreements for which we set the interest rate, this rate is considered implied in the agreements’ terms and is applied to discount the flow of future lease payments. In lease agreements with no defined interest rate, we apply the incremental borrowing rate, which we calculate based on consultations with banks that we have a relationship with and adjust it for expected inflation.

For further information on the impact of our adoption of IFRS 16, see note 13.a to our audited consolidated financial statements included elsewhere in this annual report.

Recently Issued Accounting Pronouncements Not Adopted by Us

The standards, amendments to standards and IFRS interpretations issued by the IASB that are not yet effective and were not early adopted by us for the year ended December 31, 20182019 are described in note 2.z.2.a.a to our audited consolidated financial statements included elsewhere herein.in this annual report.

Results of Operations

The following table presents certain financial information with respect to our operating results of operations for each of the years ended December 31, 2017, 2018 2017 and 2016:2019:

 

 

Year ended December 31,

 

Income Statement Data: 

 

2017

 

2018(1)

 

2019(2)

2019(3)

 

 

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

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

Net operating revenues

 

18,525

 

22,969

 

25,436

6,311

 Cost of products sold

 

(13,596)

 

(16,106)

 

(17,263)

(4,283)

Gross profit

 

4,929

 

6,863

 

8,173

2,028

Operating expenses

 

 

 

 

 

 

 

 Selling 

 

(1,815)

 

(2,264)

 

(2,343)

(581)

 General and administrative 

 

(416)

 

(494)

 

(511)

(127)

 Equity in results of affiliated companies

 

109

 

136

 

126

31

 Other expenses

 

(647)

 

(1,331)

 

(2,407)

(597)

 Other income

 

824

 

4,036

 

504

125

 Total

 

(1,945)

 

83

 

(4,631)

(1,149)

 

 

 

 

 

 

 

 

Operating income 

 

2,984

 

6,946

 

3,542

879

Non-operating income (expenses), net 

 

 

 

 

 

 

 

 Financial income

 

295

 

1,311

 

379

94

 Financial expenses

 

(2,759)

 

(2,806)

 

(2,510)

(623)

 

 

 

 

 

 

 

 

(Loss) income before taxes

 

520

 

5,451

 

1,411

350

Income tax

 

 

 

 

 

 

 

 Current

 

(359)

 

(827)

 

(1,564)

(388)

 Deferred 

 

(50)

 

577

 

2,398

595

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

111

 

5,201

 

2,245

557

 

 

 

 

 

 

 

 

Net income (loss) attributable to noncontrolling interest

 

101

 

126

 

455

113

Net income (loss) attributable to Companhia Siderúrgica Nacional

 

10

 

5,075

 

1,789

444

 

 

 

 

 

 

 

 

Basic earnings per common share

 

0.00757

 

3.69498

 

1.29632

0.32161

 Diluted earnings per common share

 

0.00757

 

3.69498

 

1.29632

0.32161

        

72_______________________

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Year Ended December 31,

Income Statement Data: 

 

2018(1)

 

2018

 

2017(2)

 

2016(2)

 

 

(in millions of US$, except

per share data)

 

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

Net operating revenues

 

5,927

 

22,969

 

18,525

 

17,149

 Cost of products sold

 

(4,156)

 

(16,106)

 

(13,596)

 

(12,640)

Gross Profit

 

1,771

 

6,863

 

4,929

 

4,509

Operating expenses

 

       

 Selling 

 

(584)

 

(2,264)

 

(1,815)

 

(1,697)

 General and Administrative 

 

(127)

 

(494)

 

(416)

 

(518)

 Equity in results of affiliated companies

 

35

 

136

 

109

 

65

 Other Expenses

 

(343)

 

(1,331)

 

(647)

 

(1,077)

 Other Income

 

1,042

 

4,036

 

824

 

663

 Total

 

21

 

83

 

(1,945)

 

(2,564)

 

 

       

Operating income 

 

1,793

 

6,946

 

2,984

 

1,945

Non-operating income (expenses), net 

 

       

 Financial income

 

338

 

1,311

 

295

 

644

 Financial expenses

 

(724)

 

(2,806)

 

(2,759)

 

(3,166)

 

 

       

(Loss) income before taxes

 

1,407

 

5,451

 

520

 

(577)

Income tax

 

       

 Current

 

(213)

 

(827)

 

(359)

 

(206)

 Deferred 

 

149

 

577

 

(50)

 

(60)

 

 

       

Net income (loss) from continuing operations

 

1,342

 

5,201

 

111

 

(843)

 

 

       

Net income (loss) from discontinued operations

 

-

 

-

 

-

 

(10)

 

 

       

Net Income (loss) for the period

 

1,342

 

5,201

 

111

 

(853)

 

 

       

Net income (loss) attributable to noncontrolling interest

 

33

 

126

 

101

 

82

Net income (loss) attributable to Companhia Siderúrgica Nacional

 

1,309

 

5,075

 

10

 

(935)

 

 

       

Basic earnings per common share

 

0.95354

 

3.69498

 

0.00757

 

(0.68876)

 Diluted earnings per common share

 

0.95354

 

3.69498

 

0.00757

 

(0.68876)

         

(1)Translated solely for the convenience of the reader at the rate of R$3.875 to US$1.00, which was the U.S. dollar selling rate as of December 31, 2018, as reported by the Central Bank.

(2)    Due to the adoption of IFRS 9 and IFRS 15 as of January 1, 2018, which we did not apply retroactively, financial information as of and for the year ended December 31, 2018 ismay not be comparable with financial information as of and for the year ended December 31, 2017.

(2)Due to the adoption of IFRS 16 as of January 1, 2019, which we did not apply retroactively, financial information as of and for the year ended December 31, 2019 may not be comparable with financial information as of and for the years ended December 31, 20162017 and 2017.2018. For a description of the impact of IFRS 16 on our results of operations, see note 13.a to our audited consolidated financial statements included elsewhere in this annual report.

(3)Translated solely for the convenience of the reader at the rate of R$4.0307 to US$1.00, which was the U.S. dollar selling rate as of December 31, 2019, as reported by the Central Bank. As of March 31, 2020, the U.S. dollar selling rate was R$5.199 to US$1.00, as reported by the Central Bank.

 

Year 2019 Compared to Year 2018

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 our proportional interest in our jointly controlled entities, MRS and CBSI –Companhia Brasileira de Serviços de Infraestrutura(in which we acquired the remaining stake in November 2019), reflected in the figures presented below.

Our consolidated results for the years ended December 31, 2018 and 2019, by business segment are presented below:

R$ million

                                                                                                                            Year ended
                                                                                                                            December
                                                                                                                            31, 2018

Consolidated Results

Steel

Mining

Port

Railway

Energy

Cement

Corporate Expenses/ Elimination

Consolidated

Net revenue

 

 

 

 

 

 

 

 

Domestic market

10,328

972

266

1,506

411

588

(2,719)

11,353

Foreign market

5,306

5,012

 

 

 

 

1,297

11,615

Total net revenue

15,634

5,985

266

1,506

411

588

(1,421)

22,969

Cost of sales and services

(12,613)

(3,586)

(190)

(1,049)

(287)

(544)

2,163

(16,106)

Gross profit

3,021

2,399

76

457

124

44

742

6,863

General and administrative expenses

(985)

(145)

(35)

(106)

(28)

(96)

(1,362)

(2,758)

Depreciation

609

367

20

259

17

115

(213)

1,175

Proportional EBITDA of joint venture

 

 

 

 

 

 

568

568

Adjusted EBITDA*

2,645

2,621

61

610

113

63

(265)

5,849

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R$ million

                                                                                                                            Year ended
                                                                                                                            December
                                     ��                                                                                      31, 2019

Consolidated Results

Steel

Mining

Port

Railway

Energy

Cement

Corporate Expenses/ Elimination

Consolidated

Net revenue

 

 

 

 

 

 

 

 

Domestic market

10,028

927

240

1,321

325

571

(2,462)

10,950

Foreign market

3,921

9,101

-

-

-

-

1,464

14,486

Total net revenue

13,949

10,028

240

1,321

325

571

(998)

25,436

Cost of sales and services

(12,963)

(4,396)

(173)

(1,030)

(267)

(608)

2,174

(17,263)

Gross profit

986

5,631

67

291

59

(37)

1,176

8,173

General and administrative expenses

(835)

(186)

(35)

(110)

(29)

(91)

(1,568)

(2,854)

Depreciation

700

476

31

388

17

140

(330)

1,422

Proportional EBITDA of joint venture

-

-

-

-

-

-

510

510

Adjusted EBITDA*

851

5,922

63

569

47

11

(212)

7,251

*      We calculate EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results from discontinued operations. We calculate adjusted EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results of discontinued operations,plus other operating income (expenses), equity in results of affiliated companies and the proportionate EBITDA of joint ventures. EBITDA and adjusted EBITDA are not measures of financial performance recognized under Brazilian GAAP or IFRS and they should not be considered alternatives to net income (loss) as measures of operating performance, or as alternatives to operating cash flows, or as measures of liquidity. EBITDA and adjusted EBITDA are not calculated using a standard methodology and may not be comparable to the definition of EBITDA or adjusted EBITDA, or similarly titled measures, used by other companies.

Net Operating Revenues

Net operating revenues increased R$2,468 million, or 11%, from R$22,969 million in 2018 to R$25,436 million in 2019, mainly due to increased sales volume and iron ore prices in the mining markets.

Net domestic revenues decreased R$403 or 4%, from R$11,353 million in 2018 to R$10,951 million in 2019, while net revenues of exports and sales abroad increased 25%, from R$11,615 million in 2018 to R$14,486 million in 2019, driven by increased sales volume and realized iron ore prices.

Steel

Steel net operating revenues decreased R$1,685 million, or 11%, from R$15,634 million in 2018 to R$13,949 million in 2019 and sales volume decreased 11% from 5.1 million tons in 2018 to 4.5 million tons in 2019,mainly due to (i) our sale of our Heartland Steel Processing, LLC in 2018, and (ii) the slowdown of the global economy in 2019.

Mining

Mining net operating revenues increased R$4,043 million, or 68%, from R$5,985 million in 2018 to R$10,028 million in 2019, due to higher prices and record levels of iron ore production and sales. Sales volume increased 11%, from 34.8 million tons in 2018 to 38.5 million tons in 2019.

Logistics

In 2019, net operating revenues from railway logistics were R$1,321 million and net operating revenues from port logistics were R$240 million, while in 2018, net operating revenues from railway logistics were R$1,506 million and net operating revenues from port logistics were R$266 million. In 2019, TECON moved 161,000 containers, 423,000 tons of steel products, 205,000 tons of general cargo, 626,000 tons of solid bulk and 1,700 vehicles, as compared to 247,000 containers, 778,000 tons of steel products and 15,000 tons of general cargo in 2018.

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Energy

Our net operating revenues from the energy segment decreased R$85 million, or 21%, from R$411 million in 2018 to R$325 million in 2019, mainly due to a decrease in energy available for sale as a result of an increase in our proprietary consumption and a decrease in market prices.

Cement

Cement net revenue decreased R$17 million, or 3%, from R$588 million in 2018 to R$571 million in 2019, mainly due to lower sales volume as a result of stoppages for scheduled maintenance in 2019.

Cost of Products Sold

Consolidated cost of products sold increased R$1,158 million, or 7%, from R$16,106 million in 2018 to R$17,263 million in 2019, mainly due to the 18.5% appreciation of the U.S. dollar against thereal in 2019 that resulted in higher raw materials prices, as well as an increase in iron ore volume sold and maintenance of our Blast Furnace No. 3.

Steel

Consolidated steel costs of products sold were R$12,963 million in 2019, representing a 3% increase as compared to R$12,613 million in 2018, mainly due to lower proprietary production in 2019 of materials used in steel production as a result of maintenance of our Blast Furnace No. 3, which resulted in purchases of these materials from third parties at higher prices.

The following table sets forth a breakdown of our steel production costs in the periods presented. Except for coal and coke, which we import, and certain metals (such as aluminum, zinc and tin) with domestic prices linked to international prices, our production costs are mostly denominated inreais.

Steel Production Cost

2019

2018

Variation 2019 v. 2018

R$ million

R$/ton

R$ million

R$/ton

R$ million

R$/ton

Raw materials

6,664

1,795

5,414

1,364

1,250

430.7

Iron ore

834

225

881

222

(46)

2.9

Coal

1,226

330

1,508

380

(282)

(49.8)

Coke

1,168

315

1,291

325

(123)

(10.7)

Coils

557

150

0

0

557

150.2

Metals

583

157

788

199

(74)

(8.5)

Outsourced slabs

1,253

338

30

8

1,222

329.8

Pellets

558

150

467

118

91

32.6

Scrap

178

48

225

57

(48)

(8.9)

Other

306

83

223

56

(48)

(6.8)

Labor

990

267

912

230

78

36.9

Other production costs

2,623

707

2,618

659

4

46.5

Energy / fuel

1,114

300

1,179

297

196

68.8

Services and maintenance

423

114

638

161

(320)

(73.2)

Tools and supplies

364

98

354

89

10

9.0

Depreciation

443

119

390

98

53

21.0

Other

277

75

57

14

64

20.9

Total

10,277

2,768.9

8,944

2,253

1,331

514.1

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Mining

Our mining costs of products sold increased R$811 million, or 23%, from R$3,586 million in 2018 to R$4,396 million in 2019, mainly due to an increase in sales volume.

Logistics

Cost of services attributable to our logistics segment decreased R$36 million, or 3%, from R$1,239 million in 2018 to R$1,204 million in 2019, mainly due to adjustments in fuel prices.

Energy

Cost of products sold attributable to our energy segmentdecreased R$20 million, or 7%, from R$287 million in 2018 to R$267 million in 2019,mainly due to a decrease in energy available for sale as a result of an increase in our proprietary consumption.

Cement

Cost of products sold attributable to our cement segment increased R$63 million, or 12%, from R$544 million in 2018 to R$608 million in 2019, mainly due to an increase in the volume of slag purchased upon resuming operations of our Blast Furnace No. 3.

Gross Profit

Gross profit increased R$1,310 million, or 19%, from R$6,863 million in 2018 to R$8,173 million in 2019, due to an increase of R$2,468 million in net revenues, which was partially offset by an increase of R$1,158 million in cost of products sold, as discussed above.

Steel

Gross profit in the steel segment decreased R$2,035 million, or 67%, from R$3,021 million in 2018 to R$986 million in 2019, due to the reasons discussed above.

Mining

Our gross profit in the mining segment increased R$3,232 million, or 135%, from R$2,399 million in 2017 to R$5,631 million in 2019, due to the reasons discussed above.

Logistics

Gross profit in the logistics segmentdecreasedR$175 million, or 33%, from R$533 million in 2018 to R$358 million in 2019, due to the reasons discussed above.

Energy

Gross profit in the energy segment decreased R$65 million, or 53%, from R$124 million in 2018 to R$59 million in 2019, due to the reasons discussed above.

Cement

Gross profit (loss) in the cement segment decreased R$81 million, or 184%, from gross profit of R$44 million in 2018 to gross loss of R$37 million in 2019, due to the reasons discussed above.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased R$96 million, or 4%, from R$2,758 million in 2018 to R$2,854 million in 2019. Selling expenses increased R$79 million, or 4%, from R$2,264 million in 2018 to R$2,343 million in 2019, mainly due to an increase in average freight rates. General and administrative expenses increased R$17 million, or 3%, from R$494 million in 2018 to R$511 million in 2019.

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Other Operating Income (Expenses)

Other operating income (expenses) decreased R$4,608 million from other operating income of R$2,705 million in 2018 to other operating expense of R$1,903 million in 2019.

Other operating income decreased R$3,532 million from R$4,036 million in 2018 to R$504 million in 2019, mainly due to the following events in 2018: (i) from other comprehensive income of the accumulated gain of R$1,656 million generated from Usiminas’ shares which we measured at fair value through profit or loss upon adoption of IFRS 9 as of January 1, 2018, (ii) R$1,164 million recognized from the sale of Heartland Steel Processing, LLC in June 2018 and (iii) the recognition of tax credits from the PIS and COFINS calculation basis of prior years in the amount of R$1,102 million in 2018 as compared to R$124 million in 2019, which tax credits we recognized as other operating income with a corresponding monetary correction as financial income.

Other operating expenses increased R$1,076 million from R$1,331 million in 2018 to R$2,407 million in 2019, mainly due to the realization of our cash flow hedge accounting in the amount of R$790 million in 2019 and the classification of operating idleness in the amount of R$547 million in 2019 due to maintenance of our Blast Furnace No. 3.

Equity in Results of Affiliated Companies

Equity in results of affiliated companies decreased R$10 million, or 7%, from R$136 million in 2018 to R$126 million in 2019, mainly due to a decrease in the results of TLSA and MRS.

Operating Income

Operating income decreased R$3,405 million, or 49%, from R$6,947 million in 2018 to R$3,542 million in 2019, due to the reasons discussed above.

Financial Income (Expenses), Net

Financial income (expenses) generated net financial expenses of R$2,131 million in 2019, as compared to net financial expenses of R$1,496 million in 2018, representing an increase in net financial expenses of R$635 million, mainly due to (i) recognition of monetary adjustment applicable on tax credits of PIS and COFINS of R$1,134 million in 2018 as compared to R$206 million in 2019, because we had overpaid PIS and COFINS since 2001 due to the inclusion of value-added tax in their bases of calculation for which we filed a tax claim and obtained a favorable judgment in 2018; (ii) R$120 million in interest incurred in 2019 on prepayments for sales of iron ore to be delivered over the course of five years; (iii) R$72 million in premiums paid in our repurchases of outstanding notes in 2019; and (iv) financial income of R$72 million in 2018 related to present value adjustments on accrued environmental liabilities, which we did not have in 2019. These effects were partially offet by fluctuation of the U.S. dollar/real exchange rate, which generated a foreign exchange gain of R$53 million in 2019 as compared to a foreign exchange loss of R$534 million in 2018.

Income Taxes

Income tax expense in Brazil refers to federal income tax and social contribution. The statutory rates for these taxes applicable to the periods presented in this annual report were 25% for federal income tax and 9% for social contribution. Adjustments are made to income in order to reach the effective tax expense or benefit for each fiscal year. As a result, our effective tax rate between fiscal years is volatile.

At statutory rates, we had a tax expense of R$480 million in 2019 and R$1,853 million in 2018, which represents 34% of our income before taxes. After adjustments to meet the effective rates, we recorded income for income tax and social contribution of R$834 million in 2019, as compared to an expense of R$250 million in 2018. Expressed as a percentage of pretax income, our effective income tax rate was 5% in 2018 and (59)% in 2019. In 2019, adjustments to meet the effective income tax rate amounted to income of R$1,313 million, mainly due to a positive impact of R$1,530 million related to deferred income tax credits recognized in the year, which was partially offset by R$236 million in tax on the results of subsidiaries at different rates or not taxed.

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For further information, see note 14.a. to our audited consolidated financial statements included elsewhere in this annual report.

It is not possible to predict future adjustments to federal income tax and social contribution statutory rates, as they depend on interest on shareholders’ equity, tax incentives and non-taxable factors, including income from offshore operations and tax losses from offshore operations.

Net Income (Loss) for the Year

In 2019, we recorded net income of R$2,245 million, as compared to R$5,201 million in 2018. The decrease of R$2,956 million was due to the reasons discussed above.

Year 2018 Compared to Year 2017

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 our proportional interest in our jointly controlled entities, MRS and CBSI –Companhia Brasileira de Serviços de Infraestrutura, reflected in the figures presented below.

Our consolidated results for the years ended December 31, 2018 and 2017, by business segment are presented below:

R$ million

Year ended December 31, 2017

Consolidated Results

Steel

Mining

Port

Railway

Energy

Cement

Corporate Expenses/ Elimination

Consolidated

Net Revenue

        

Domestic Market

7,819

829

238

1,417

408

487

(2,491)

8,706

Foreign Market

5,140

3,792

    

886

9,818

Total net revenue

12,959

4,621

238

1,417

408

487

(1,605)

18,525

Cost of sales and services

(10,538)

(3,006)

(157)

(1,025)

(285)

(513)

1,927

(13,597)

Gross Profit

2,421

1,615

81

392

123

(26)

322

4,928

General and administrative expenses

(964)

(159)

(28)

(95)

(27)

(81)

(877)

(2,231)

Depreciation

659

491

16

295

17

122

(190)

1,409

Proportional EBITDA of joint venture

      

538

538

Adjusted EBITDA*

2,116

1,947

69

592

113

15

(207)

4,644

         


R$ million

                                                                                                                            Year ended
                                                                                                                            December
                                                                                                                            31, 2018

Consolidated Results

Steel

Mining

Port

Railway

Energy

Cement

Corporate Expenses/ Elimination

Consolidated

Net revenue

 

 

 

 

 

 

 

 

Domestic market

10,328

972

266

1,506

411

588

(2,719)

11,353

Foreign market

5,306

5,012

 

 

 

 

1,297

11,615

Total net revenue

15,634

5,985

266

1,506

411

588

(1,421)

22,969

Cost of sales and services

(12,613)

(3,586)

(190)

(1,049)

(287)

(544)

2,163

(16,106)

Gross profit

3,021

2,399

76

457

124

44

742

6,863

General and administrative expenses

(985)

(145)

(35)

(106)

(28)

(96)

(1,362)

(2,758)

Depreciation

609

367

20

259

17

115

(213)

1,175

Proportional EBITDA of joint venture

 

 

 

 

 

 

568

568

Adjusted EBITDA*

2,645

2,621

61

610

113

63

(265)

5,849

AdjustedWe calculate EBITDA is a measurement which helps us to assess the performance of our operations and our capacity to generate recurring operating cash, consisting ofas net income (loss) for the yearperiodlessplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results from discontinued operations. We calculate adjusted EBITDA as net income (loss) for the periodplus net financial income (expenses), income tax and social contribution, depreciation and amortization and results of discontinued operations,plus other operating income (expenses), equity in results of affiliated companies results of discontinued operations and other operating income (expenses), plus the proportionate EBITDA of joint ventures. Although Adjusted EBITDA is an indicator used forand adjusted EBITDA are not measures of financial performance measurement purposes, it is not a measurement recognized under IFRS. Therefore, it has noBrazilian GAAP or IFRS and they should not be considered alternatives to net income (loss) as measures of operating performance, or as alternatives to operating cash flows, or as measures of liquidity. EBITDA and adjusted EBITDA are not calculated using a standard definitionmethodology and may not be comparable with measurements using similar names providedto the definition of EBITDA or adjusted EBITDA, or similarly titled measures, used by other companies. For the reconciliation of net income to EBITDA and Adjusted EBITDA, see note 26 to our audited consolidated financial statements included elsewhere herein.

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Net Operating Revenues

Net operating revenues increased R$4,444 million, or 24%, from R$18,525 million in 2017 to R$22,969 million in 2018, mainly due to increased sales volume and prices in the steel and mining markets.

Net domestic revenues increased R$2,647 or 30%, from R$8,706 million in 2017 to R$11,353 million in 2018, while net revenues of exports and sales abroad increased 18%, from R$9,818 million in 2017 to R$11,615 million in 2018, driven by higher realized iron ore and steel prices and sales volume.

Steel

Steel net operating revenues increased R$2,675 million, or 21%, from R$12,959 million in 2017 to R$15,634 million in 2018, due to increases in steel prices across the chain throughout the year and, in the domestic market, average steel prices increased 13% as compared to 2017. Sales volume increased 3% from 4.9 million tons in 2017 to 5.1 million tons in 2018. Steel net domestic revenues increased R$2,510 million, or 32%, from R$7,819 million in 2017 to R$10,328 million in 2018.

Mining

Mining net operating revenues increased R$1,364 million, or 30%, from R$4,621 million in 2017 to R$5,985 million in 2018, due to an increase in prices and an increase of 7% in sales volume from 32.5 million tons in 2017 to 34.8 million tons in 2018.

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Logistics

In 2018, net operating revenues from railway logistics were R$1,506 million and net operating revenues from port logistics were R$266 million, while in 2017, net operating revenues from railway logistics were R$1,417 million and net operating revenues from port logistics were R$238 million. Port logistics handled 584,000 tons of steel products, 210,000 tons of general cargo and 247,000 containers.

Energy

Our net operating revenues from the energy segment increased R$3 million, or 1%, from R$408 million in 2017 to R$411 million in 2018, mainly due to increased availability and energy sales in the free market.

Cost of Products Sold

Consolidated cost of products sold increased R$2,510 million, or 18%, from R$13,596 million in 2017 to R$16,106 million in 2018, due to higher raw materials prices, mainly due to the 18.5% appreciation of the U.S. dollar against thereal in 2018, as well as an increase in volume sold.

Steel

Consolidated steel costs of products sold were R$12,613 million in 2018, representing a 20% increase as compared to R$10,538 million in 2017, mainly due to an increase in volume sold and in the price of raw materials and general maintenance.

Steel Production Cost

2018

2017

Variation 2018 Vs 2017

R$ million

R$/ton

R$ million

R$/ton

R$ million

R$/ton

Raw Materials

5,414

1,364

4,524

1,072

890

292

Iron Ore

881

222

835

198

46

24

Coal

1,508

380

1,302

308

206

72

Coke

1,291

325

935

221

356

104

Coils

0

0

0

0

0

0

Metals

788

199

690

163

98

36

Outsourced Slabs

30

8

78

18

-48

-10

Pellets

467

118

390

92

77

26

Scrap

225

57

93

22

132

35

Other (1)

223

56

201

48

22

8

Labor

912

230

866

205

46

25

Other Production Costs

2,618

659

2,416

572

202

87

Energy / Fuel

1,179

297

982

233

197

64

Services and Maintenance

638

161

628

149

10

12

Tools and Supplies

354

89

316

75

38

14

Depreciation

390

98

432

102

-42

-4

Other

57

14

58

14

-1

0

Total

8,944

2,253

7,806

1,849

1,138

404

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Mining

Our mining costs of products sold increased R$580 million, or 19%, from R$3,006 million in 2017 to R$3,586 million in 2018, mainly due to an increase in sales volume and an increased share of ore bought from third parties.

Logistics

Cost of services attributable to our logistics segment increased R$57 million, or 5%, from R$1,182 million in 2017 to R$1,239 million in 2018, mainly due to adjustments in fuel prices.

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Energy

Cost of products sold attributable to our energy segment remained stable and was R$287 million in 2018.

Gross Profit

Gross profit increased R$1,935 million, or 39%, from R$4,928 million in 2017 to R$6,863 million in 2018, due to an increase of R$4,444 million in net revenues, which was partially offset by an increase of R$2,510 million in cost of products sold, as discussed above.

Steel

Gross profit in the steel segment increased R$599 million, or 25%, from R$2,421 million in 2017 to R$3,021 million in 2018, due to the reasons discussed above.

Mining

Our gross profit in the mining segment increased R$784 million, or 49%, from R$1,615 million in 2017 to R$2,399 million in 2018, due to the reasons discussed above.

Logistics

Gross profit in the logistics segmentincreasedR$60 million, from R$473 million in 2017 to R$533 million in 2018, due to the reasons discussed above.

Cement

Gross profit in the cement segment increased R$70 million, or 272%, from a loss of R$26 million in 2017 to a gain of R$44 million in 2018, due to the reasons discussed above.

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Energy

Gross profit in the energy segment increased R$1 million, or 1%, from R$123 million in 2017 to R$124 million in 2018, due to the reasons discussed above.

Selling, General and AdministrativeExpenses

Selling, general and administrative expenses increased R$527 million, or 24%, from R$2,231 million in 2017 to R$2,758 million in 2018. Selling expenses increased R$449 million, or 25%, from R$1,815 million in 2017 to R$2,264 million in 2018, mainly due to an increase in average freight rates. General and administrative expenses increased R$78 million, or 19%, from R$416 million in 2017 to R$494 million in 2018, due to a change in the allocation of indirect expenses.

Other Operating Income (Expenses)

Other operating income (expenses) increased R$2,528 million from a net operating expense of R$177 million in 2017 to a net operating income of R$2,705 million in 2018.

Other operating income increased R$3,212 million from R$824 million in 2017 to R$4,036 million in 2018, mainly due to recognition of tax credits from the PIS and COFINS calculation basis of prior years in the amount of R$1,102 million, a gain generated from Usiminas’ shares measured at fair value through profit or loss in the amount of R$1,656 million and R$1,164 million recognized from the sale of Heartland Steel Processing, LLC.

Other operating expenses increased R$684 million, from R$647 million in 2017 to R$1,331million in 2018, mainly due to the revision of the annual transportation plan with MRS, which we recognized as operating expenses of R$104 million and cash flow hedge accounting realized in the amount of R$370 million.

Equity in Results of Affiliated Companies

Equity in results of affiliated companies increased R27 million, or 24%, from income of R$109 million in 2017 to R$136 million in 2018, mainly due to better results in MRS.

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Operating Income

Operating income increased R$3,963 million, or 133%, from R$2,984 million in 2017 to R$6,947 million in 2018, due to the reasons discussed above.

Financial Income (Expenses), Net

Financial income (expenses) generated net financial expenses of R$1,496 million in 2018, as compared to net financial expenses of R$2,464 million in 2017, representing a decrease of R$968 million. This was mainly due to recognition of monetary adjustment applicable on tax credits of PIS and COFINS that had been over-collected since 2001. These overpayments were due to the Brazilian government’s calculation methodology for these taxes, which included the state value-added tax embedded in local sales invoices in the basis of taxable revenues. Along with other Brazilian companies, we disputed the inclusion of the state value-added tax in the basis of taxable revenues and, in 2018, we received a final favorable decision. Accordingly, we recognized these tax credits as other operating income and the corresponding monetary correction as financial income.

Income Taxes

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

At statutory rates, we had a tax expense of R$1,853 million in 2018 and R$177 million in 2017, which represents 34% of our income before taxes. After adjustments to meet the effective rates, we recorded an expense for income tax and social contribution of R$250 million in 2018, as compared to an expense of R$409 million in 2017. Expressed as a percentage of pretax income, our effective income tax rate was 79% in 2017 and 5% in 2018. For the year ended December 31, 2018, adjustments to meet the effective income tax rate amounted to income of R$1,603 million, mainly due to recognition of R$972 million related to deferred income tax and socialandsocial contribution on temporary differences, a positive impact of R$836 million related to reversal of tax credits previously recognized, which was partially offset by other minor items that comprise our reconciliation of our statutory income tax rate to our effective income tax rate, including adjustments related to equity results, results of subsidiaries taxed at different rates or not taxed, transfer price adjustments and tax incentives, among others, which net tax result was an expense of R$205 million.

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For further information, see note 15.a.14 to our audited consolidated financial statements included elsewhere herein.

It is not possible to predict future adjustments to federal income tax and social contribution statutory rates, as they depend on interest on shareholders’ equity, tax incentives and non-taxable factors, including income from offshore operations and tax losses from offshore operations.

Net Income (Loss) for the Year

In 2018, we recorded net income of R$5,201 million, as compared to R$111 million in 2017. The increase of R$5,090 million was due to the reasons discussed above.

Year 2017 Compared to Year 2016

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 our proportional interest in our jointly controlled entities, MRS and CBSI –Companhia Brasileira de Serviços de Infraestrutura, reflected in the figures presented below.

We have been consolidating Namisa since December 2015, upon acquiring majority control, which we previously recorded under the equity method until November 2015. On December 31, 2015, Namisa merged into CSN Mineração.

Our consolidated results for the years ended December 31, 2017 and 2016, by business segment are presented below:

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*      Adjusted EBITDA is a measurement which helps us to assess the performance of our operations and our capacity to generate recurring operating cash, consisting of net income (loss) for the yearless net financial income (expenses), income tax and social contribution, depreciation and amortization, equity in results of affiliated companies, results of discontinued operations and other operating income (expenses), plus the proportionate EBITDA of joint ventures. Although Adjusted EBITDA is an indicator used for performance measurement purposes, it is not a measurement recognized under IFRS. Therefore, it has no standard definition and may not be comparable with measurements using similar names provided by other companies. For the reconciliation of net income to EBITDA and Adjusted EBITDA, see note 26 to our audited consolidated financial statements included elsewhere herein.

Net Operating Revenues

Net operating revenues increased R$1,376 million, or 8%, from R$17,149 million recorded in 2016 to R$18,525 million in 2017, mainly due to the higher volumes and prices practiced in the steel segment and the higher average price in the mining segment.

Net domestic revenues remained stable, at R$7,730 million in 2016 and R$8,707 million in 2017, while net revenues of exports and sales abroad increased 4%, from R$9,419 million in 2016 to R$9,818 million in 2017, due to the higher price in the steel segment.

Steel

Steel net operating revenues increased R$1,443 million, or 13%, from R$11,516 million in 2016 to R$12,959 million in 2017, due to the higher price of steel commercialized both in the domestic market and in the foreign market and the maintenance of sales volumes of coated products. Average steel prices increased by 12% in 2017 versus the previous year. Sales volume increased 1% from 4.9 million tons in 2016 to 4.9 million tons in 2017. Steel net domestic revenues increased R$839 million, or 12%, from R$6,980 million in 2016 to R$7,819 million in 2017, due to higher prices. Sales volume increased 2%, from 2.8 million tons in 2016 to 2.8 million tons in 2017.

Steel net revenues from exports and sales abroad increased R$604 million, or 13%, from R$4,536 million in 2016 to R$5,140 million in 2017. Sales volume increased 0.5% and remained approximately 2.1 million tons in 2016 and in 2017.

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Mining

Total mining net operating revenues increased R$39 million, or 0.9%, from R$4,582 million in 2016 to R$4,621 million in 2017, due to the lower volume sold and offset by better prices, our sales decreased from 36.9 million tons in 2016 to 32.5 million tons in 2017, or 12%. Iron ore prices increased 22% in 2017 compared to 2016, reaching an average of US$53.8/dmt (Platts, Fe 62%).

Mining net export revenues decreased R$248 million, or 6%, from R$4,040 million in 2016 to R$3,792 million in 2017, mainly due to lower volume sold.

Mining net domestic revenues increased R$287 million, from R$542 million in 2016 to R$829 million in 2017, due to an increase in the volume of iron ore sold from the Presidente Vargas Steelworks in the domestic market.

Logistics

In 2017, net operating revenues from railway logistics were R$1,417 million and net operating revenues from port logistics were R$238 million, while in 2016, net operating revenues from railway logistics were R$1,320 million and net operating revenues from port logistics were R$208 million. These logistics handled 990,000 tons of steel products, 9,000 tons of general cargo and 188,000 containers.

Cement

Cement net revenue decreased R$4 million, or 0.8%, from R$491 million in 2016 to R$487 million in 2017, mainly due to lower prices in 2017 than 2016.

Energy

Our net operating revenues from the energy segment increased R$139 million, or 52%, of total net revenue from the energy segment, from R$269 million in 2016 to R$408 million in 2017.

Cost of Products Sold

Consolidated cost of products sold increased R$957 million, or 8% from R$12,640 million in 2016 to R$13,597 million in 2017, due to the higher prices of coal (26%) and iron ore (22%) compared to 2016.

Steel

Consolidated steel costs of products sold were R$10,538 million in 2017, representing 12% increase as compared to the R$9,393 million in 2016, mainly due to the increase in the main raw materials prices, especially coal and iron ore.

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Mining

Our mining costs of products sold decreased R$93 million, or 3%, from R$3,099 million in 2016 to R$3,006 million in 2017, mainly due to the lower volume sold.

Logistics

Cost of services attributable to our logistics segment increased R$126 million, or 12%, from R$1,056 million in 2016 to R$1,182 million in 2017, due to increase in railway logistics costs, mainly due to the 16% increase in tons per kilometer transported by FTL. For port logistics services, TECON handled 990,000 tons of steel products, representing a 23% increase as compared to 2016, 9,000 tons of general cargo and 188,000 containers.

Cement

Cost of products sold attributable to our cement segment increased R$46 million, or 10%, from R$467 million in 2016 to R$513 million in 2017, mainly due to an 18% increase in volume sold.

Energy

Cost of products sold attributable to our energy segment remained stable and was R$285 million in 2017.

Gross Profit

Gross profit increased R$419 million, or 9%, from R$4,509 million in 2016 to R$4,928 million in 2017, due to the R$1,376 million increase in net revenues, which was partially offset by the R$957 million increase in cost of products sold, as discussed above.

Steel

Gross profit in the steel segment increased R$298 million, or 14%, from R$2,123 million in 2016 to R$2,421 million in 2017 due to the reasons mentioned above.

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Mining

Our gross profit in the mining segment increased R$132 million, or 9%, from R$1,483 million in 2016 to R$1,615 million in 2017 due to the reasons mentioned above.

Logistics

Gross profit in the logistics segmentincreasedR$1 million, from R$472 million in 2016 to R$473 million in 2017 due to the reasons mentioned above.

Cement

Gross profit in the cement segment decreased R$50 million, or 208%, from R$24 million in 2016 to R$26 million in 2017 due to the reasons mentioned above.

Energy

Gross profit in the energy segment increased R$49 million, or 68%, from R$73 million in 2016 to R$123 million in 2017 due to the reasons mentioned above.

Selling, General and Administrative

Selling, general and administrative expenses increased R$16 million, or 1%, from R$2,215 million in 2016 to R$2,231 million in 2017. Selling expenses increased R$118 million, or 7%, from R$1,697 million in 2016 to R$1,815 million in 2017, mainly due to an increase in iron ore CIF sales, which include insurance and freight costs, while general and administrative expenses decreased R$102 million, or 20%, from R$518 million in 2016 to R$416 million in 2017, due to our strong efforts to reduce all expenses.

Other Operating Income (Expenses)

Other operating income (expenses) decreased R$590 million from a net operating expense of R$413 million in 2016 to a net operating income of R$177 million in 2017, mainly due to the gain recorded from the recognition of inflationary compensation from judicial discussions. We also had a significant impact in other operating expenses in 2016 related to the impairment loss of R$388 million we recorded from our investment in TLSA. In 2013, we lost control in TLSA when TLSA’s shareholders approved its disproportional spin-off, which segregated Railway System I (“RS I”) and Railway System II (“RS II”), which had formerly comprised the Northeast Railway System concession.

As a result of the spin-off, RS I assets were merged into FTL, a subsidiary of ours, and RS II assets remained under TLSA. Pursuant to an agreement among TLSA’s shareholders executed on the spin-off date, TLSA became a joint venture subject to joint control of CSN and one of the Brazilian government entities comprising a public block. We and the public block carry joint rights in TLSA’s material company decisions and ordinary course of business, including budgeting, internal policies, capital expenditures and debt profile. These joint rights effectively confer veto rights over certain material company decisions. This new control structure resulted in our loss of control over TLSA, pursuant to criteria set forth in IFRS 10 –Consolidated Financial Statements, and triggered the recognition of the fair value allocated to TLSA in loss of control.

Upon the spin-off, as of December 31, 2013, in accordance with paragraphs 25, B97-B99A, of IFRS 10, we deconsolidated all TLSA assets, liabilities and non-controlling interests, and began recognizing our remaining interest in TLSA as an equity method investment, initially measured at fair value as of the spin-off date pursuant to guidance in IFRS 13 –Fair Value Measurement, and subsequently pursuant to IAS 28 –Investments in Associates and Joint Ventures.

TLSA remains a pre-operational entity and its concession period is set to expire at the end of 2057.

Upon the spin-off and loss of control, we determined the fair value of our remaining interest in TLSA in accordance with IFRS 13. We used the income approach technique to determine the fair value of future cash flows from investments in and net revenues generated and expenses incurred by the RS II, considering (i) TLSA’s business plan, which includes system capacity volumes for each type of good transported and market prices and conditions; (ii) TLSA’s concession agreement’s expiration in 2057; (iii) the cap on the rate of return established in TLSA’s concession agreement of 6.75%per annum, plusinflation, as calculated by the national broad consumer price index, during the life of the concession; and (iv) the concession agreement’s early expiration if the rate of return reaches the cap before 2057.

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The impairment loss of R$388 million recorded as other operating expenses in 2016 represented the write-down of our investment in TLSA and did not represent our proportional amount of any impairment loss recognized by TLSA. The impairment loss was triggered in 2016 due to (i) additional delays in the RS II stemming from delays in the public block’s funding as a result of ongoing inspections by governmental agencies (funding would not be granted until completion of the inspections), which delays were not compensated by an extended concession period, and (ii) an increase in the Brazilian long-term interest rate (Taxa de Juros de Longo Prazo), or TJLP, from 5.5% in 2015 to 7.5% in 2016, which increased TLSA’s cost of financing its loans.

The construction of the RS II has experienced delays, and the commencement of its operations, originally scheduled for 2017, has been repeatedly postponed. In 2016, a two-year delay in the commencement of the RS II’s operations without any extension in its concession period meant we had two years less to recover our investment in TLSA than originally calculated.

In spite of the RS II’s delays, TLSA concluded that its discounted cash flow model (“DCF”) did not present impairment in its long-lived assets, meaning TLSA remained fully recoverable since 2013 and did not record any impairment loss on its long-lived assets. In parallel, we test for impairment in our interest in TLSA annually, considering the guidance in paragraphs 41A and 41C of IAS 28. In 2016, our assessment of potential impairment loss comprised (i) review of TLSA’s own evaluation of impairment of its long-lived assets under the DCF model and (ii) CSN’s adjustments to the impairment model prepared by TLSA to reflect the dividend distribution model (“DDM”), under which we project expected dividends, pursuant to the profitability set forth in TLSA’s DCF model.

We followed the steps described below in our DDM:

1.    Review and challenge of TLSA’s nominal cash flows under TLSA’s DCF model;

2.    Our interest in TLSA has been diluted over the years and will be further diluted because the remaining capital contributions scheduled for each shareholder are different until the RS II’s completion, and we have the lowest capital contribution remaining; accordingly, our projection of cash inflows from dividends considers our percentage of ownership each year after dilutions, depending on the capital contributions scheduled for each shareholder; and

3.    Discounting of estimated cash inflows from dividends to present value considering the cost of equity embedded in TLSA’s weighted average cost of capital.

Despite different methodologies, the DCF model and the DDM tend to present similar results, as set forth in paragraph 42 of IAS 28. However, in the case of our interest in TLSA, the two models presented different results in 2016 because, due to the delay in the RS II, the cost of equity used in the DDM to discount dividends to present value was significantly higher than the weighted average cost of capital used in the DCF model. Accordingly, in 2016, the DDM presented a lower present value than the DCF, which reduced the fair value amount that we attributed to our interest in TLSA.

Equity in Results of Affiliated Companies

Equity in results of affiliated companies increased R$44 million, or 68%, from income of R$65 million in 2016 to R$109 million in 2017. This was mainly due to better results in MRS and a reduction in accounting loss in TLSA.

Operating Income

Operating income increased R$1,039 million, or 53%, from R$1,945 million in 2016 to R$2,984 million in 2017 due to the reasons stated above.

Financial Income (Expenses), Net

Financial income (expenses) generated net financial expenses of R$2,464 million in 2017, as compared to net financial expenses of R$2,522 million in 2016. This was mainly due to the appreciation of thereal which generated a foreign exchange loss of R$16 million in 2017, as compared to a net foreign exchange gain of R$117 million in 2016.

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Income Taxes

At statutory rates, the balances resulted in an expense of R$177 million in 2017 compared to a benefit of R$196 million in 2016 (34% of income before taxes and adjustments to income). After adjustments to meet the effective rates, we recorded an expense for income tax and social contribution of R$409 million in 2017, as compared to an expense of R$266 million in 2016. Expressed as a percentage of pretax income, our effective income tax rate was (46)% in 2016 and 79% in 2017. For the year ended December 31, 2017, adjustments to meet the effective income tax rate amounted to an expense of R$232 million, comprised mainly of R$368 million in unrecognized tax losses carryforward due to the recent history of tax losses we have experienced, which was partially offset by the net effect of R$139 million comprising a positive impact of R$542 million in unrecognized tax effects of temporary differences and a negative impact of R$403 million related to reversal of tax credits previously recognized. Other minor items comprise our reconciliation of our statutory income tax rate to our effective income tax rate, including adjustments related to equity results, results of subsidiaries taxed at different rates or not taxed, transfer price adjustments and tax incentives, among others, which net tax result was R$3 million.

For further information, see note 15.a. to our audited consolidated financial statements included elsewhere herein.

Net Income (Loss) for the Year

In 2017, we recorded net income of R$110 million, as compared to a loss of R$853 million in 2016. This R$963 million increase was due to the reasons described above.

Hedge Accounting

We regularly export a large portion of our iron ore production, as well as finished steel products. Our revenue inreais from these exports is affected by the exchange rate fluctuations. We raise funds in foreign currencies through borrowings and financings. Our expenses in foreign currencies include imports of metallurgical coal and coke, which we use in our steelmaking process, among other production inputs. These foreign currency liabilities act as a natural hedge for oscillations in export revenues.

In order to better reflect the effect of exchange rate fluctuations on our financial statements, we designate part of our U.S. dollar-denominated liabilities as a hedge for future exports. As a result, we temporarily record the exchange rate variation arising from these liabilities directly in net equity as “other comprehensive income,” which amounted to R$1,4411,256 million as of December 31, 2018.2019. This amount is transferred to our income statement when exports occur, thus allowing impacts from the exchange rate fluctuations on liabilities and on export revenues to be recorded simultaneously. For more information, see note 13.b.12.b. to our audited consolidated financial statements included elsewhere herein.in this annual report.

5B. Liquidity and Capital Resources

Overview

Our main uses of funds are capital expenditures and debt repayments. We have historically met these requirements with cash generated by our operating activities and through the issuance of short and long-term debt instruments. In 2018,2019, we met our cash needs 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 in order to repay the portion of our total debt maturing in 2018.2019.

In addition, we periodically review acquisition and investment opportunities and, if a suitable opportunity arises, we conduct selected acquisitions and investments to implement our business strategy. We generally make our investments directly or through subsidiaries, jointly controlled entities or affiliated companies, and fund these investments through internally generated funds, the issuance of debt or a combination of these.

Sources of Funds and Working Capital

Cash Flows

Cash and cash equivalents decreased by R$1,159 million in 2019, compared to a decrease of R$1,164 million in 2018 compared toand a decrease of R$1,460 million in 2017 and a decrease of R$2,990 million in 2016.2017.

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Operating Activities

Cash provided by operating activities was R$2,208 million in 2018 and R$5724,872 million in 2017.2019. The increase of R$1,636 million was mainly due to the following events:

·in 2018, our results of operations improved and our consolidated net income was R$5,201 million, as compared to consolidated net income of R$1112,664 million in 2017, which represented an increase of R$5,090 million, mainly due to:

oR$2,208 million in tax credits of PIS and COFINS recognized in 2018 as a result of overpayments in prior years, which we challenged in court and for which we received a final favorable decision;

oR$1,164 million from the sale of our subsidiary Heartland Steel Processing, LLC in 2018; and

oR$1,656 million from accumulated appreciation of our shares in Usiminas, which we recorded in other comprehensive income in net equity and, upon adoption of IFRS 9 as of January 1, 2018, we recorded as income.

Cashcash provided by operating activities was R$276 million in 2016, which represented a variation of R$296 million as compared to cash provided by operating activities in 2017, mainly due to the following events:

·in 2017, there was an improvement in our results, with a consolidated net income of R$111 million, as compared to a consolidated net loss of R$8532,525 million in 2016;

·in 2017, our equity in resultsprepayments for sales of affiliated companies had a positive impactiron ore over the course of R$109 million, which represented an increase of R$44 million as compared to our equity in results of affiliated companies of R$65 million in 2016, which increase was mainly due to better results in MRS and a decrease in accounting loss in TLSA;five years.

·impact of monetary and exchange variations, net, mainly due to the fluctuation of the U.S. dollar exchange rate; and40550.00004

·monetary adjustment related to Eletrobrás compulsory loan of R$755 million; and85

·working capital variation mainly due to inventories from a 40% increase in the production of slab.


Investing Activities

Cash used in investing activities was R$98 million in 2018 and R$1,0492,236 million in 2017 and R$2,305 million in 2016.2019. The decreaseincrease of R$9512,138 million in cash used in investing activities from 2017 to 2018 was mainly due to net cash received from the sale of Heartland Steel Processing, LLC in the amount of R$1,670 million, which was partially offset by capital expenditures of R$1,536 million in 2018, as compared to R$1,059 million in 2017, which represented an increase of R$477 million, and withdrawals of R$168 million in financial investments in 2018. The decrease of R$1,256 million in cash used in investing activities from 2016 to 2017 was mainly due to (i) a reductionan increase of R$899 million in operations with derivativescapital expenditures from R$1,317 million in 2018 to R$2,216 million in 2019; and (ii) a reductionour receipt in acquisitions2018 of property, plant and equipment.R$1,670 million from the sale of our U.S. subsidiary Heartland Steel Processing, LLC.

Financing Activities

Cash used in financing activities was R$3,257 million in 2018 and R$9943,789 million in 2017 and R$883 million in 2016.2019. The increase of R$2,263532 million from 2017 to 2018in cash used in financing activities was mainly due to:

·to (i) an increase of R$3,4926,755 million in payments on our outstanding debt amortizations tofrom R$5,020 million in 2018 to R$11,775 million in 2019, (ii) amortization payments of R$95 million on our rights of use pursuant to IFRS 16, which we adopted as of January 1, 2019, (iii) R$1,920 million in dividends paid in 2019 as compared to R$1,528502 million in 2017,2018 and (iv) our receipt of R$213 million from our sale of shares held in treasury in 2018, which wasdid not occur in 2019. These effects were partially offset by an increase of R$1,6117,925 million in new borrowings, in 2018, from R$534 million in 2017 to R$2,144 million in 2018;

·2018 to R$50210,069 million in dividends paid in 2018;2019.

·R$213 million in cash from the sale of treasury shares.

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Trade Accounts Receivable Turnover Ratio

Our trade accounts receivable turnover ratio, which is the ratio between our trade accounts receivable and our net operating revenues, measured in days of sales, decreased by one day to 34 days as of December 31, 2017, as compared to 35 days as of December 31, 2016 and 27 days as of December 31, 2018.2018 and 25 days as of December 31, 2019.

Inventory Turnover Ratio

Our inventory turnover ratio, which we measure by dividing our inventories by our annualized cost of products sold, measured in days of cost of products sold, was 97 days, 95 days, 99 days and 9992 days as of December 31, 2016, 2017, 2018 and 2018,2019, respectively.

Trade Accounts Payable Turnover Ratio

Our trade accounts payable turnover ratio, which we measure by dividing our trade accounts payable by our annualized cost of products sold, measured in days of cost of products sold, was 51 days, 62 days, 78 days and 7884 days as of December 31, 2016, 2017, 2018 and 2018,2019, respectively. This extension in payment terms reflects our renegotiation of commercial terms with our suppliers and contractors.

Liquidity Management

Given the capital intensive and cyclical nature of our industry and the generally volatile Brazilian macroeconomic environment, we retain sufficient cash on hand to run our operations and to meet our short-term financial obligations. As of December 31, 2018,2019, cash and cash equivalents were R$2,2481,089 million, as compared to R$2,248 million as of December 31, 2018 and R$3,412 million as of December 31, 2017 and R$4,871 million as of December 31, 2016.2017.

As of December 31, 2018,2019, our short-term and long-term indebtedness accounted for 20%18% and 80%82%, respectively, of our total debt, and the average life of our existing debt was equivalent to approximately seveneight years, considering a 40-year term for the perpetual bonds issued in September 2010.

Capital Expenditures and Investments

In 2019, we had capital expenditures and investments of R$2,216 million, mainly in:

We·R$1,343 million in steel:major repairs on our Blast Furnace No.3; sintering modernization project to increase sinter production;sustaining investments in coke plants at Presidente Vargas Steelworks and its technological modernization projects; maintenance investments and spare parts in all our steel facilities;

·R$647 million in mining: projects in iron ore beneficiation to increase iron ore quality, reduce reliance on dams and turn part of waste into product; maintenance and safety measures on our tailings dams; maintenance investments and spare parts in all our mining facilities and ports; and

·R$87 million in cement: sustaining projects in the Volta Redonda and Arcos plants.

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Additionally, in 2019, we focused and prioritized our investments in implementing sustaining projects to maintain our operational capability and to comply with environmental and safety requirements, and we invested R$540 million, mainly in:

·extraction of 1.3 Mtpy of pellet feed from plant tailings in our Casa de Pedra mine; and

·maintenance of our Blast Furnace No. 3 at Presidente Vargas Steelworks.

Of our total investments in 2019, R$842 million were for spare parts and R$834 million were for maintenance investments.

In 2018, we had capital expenditures and investments of R$1,229 million, in 2018, mainly in:

·        R$579 million in steel: sustaining investments in coke plants at Presidente Vargas Steelworks and its technological modernization projects, as well as maintenance projects in all our steel plants;

·        R$480 million in mining: projects in iron ore beneficiation to increase in iron ore quality, maintenance of tailings dams and sustaining investments in all our mining facilities; and

·        R$72 million in cement: sustaining projects in the Volta Redonda and Arcos plants.

In 2018, we focused and prioritized our investments in implementing sustaining projects to maintain our operational capability and to comply with environmental and safety requirements.

We invested R$1,025 million in 2017, mainly in:

·conclusion of the High Intensity Magnetic Separator project in the Casa de Pedra Mine, with capacity to produce 1.3 Mtpy of pellet feed from plant tailings;

·extension of the economic life of coke batteries in the Presidente Vargas Plant; and

·conclusion of the carbochemical cooling water recycling project, reducing effluent discharge and water demand.

Of our total investments in 2017, R$256 million were for spare parts and R$601 million were for maintenance investments.

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—Acquisitions and Dispositions.”


Debt and Derivative Instruments

As of December 31, 20182019 and 2017,2018, our total debt (composed of current and non-current portions of borrowings and financings) was R$28,82727,967 million and R$29,51128,827 million (including transactions costs), respectively, which represents 288%246% and 356%288% of shareholders’ equity as of December 31, 20182019 and 2017,2018, respectively. As of December 31, 2018,2019, our short-term debt (composed of current borrowings and financings, which includes current portion of long-term debt) totaledwas R$5,6535,126 million and our long-term debt (composed of non-current borrowings and financings) totaledwas R$23,17422,841 million.

As of December 31, 2018,2019, approximately 44%40% of our debt was denominated inreais and substantially all of the remaining balance was denominated in U.S. dollars.

Our policy is to protect ourselves against foreign exchange losses and interest rate losses on our debt, which we do through hedge accounting.

The following table sets forth our borrowings, financing and debentures, which we record at amortized cost:

 

 

Consolidated

   

 

 

Consolidated

     Current liabilities

 

Non-current liabilities

   

Current liabilities

 

Non-current liabilities

As of December 31, 2018

 

As of December 31, 2018

   

As of December 31, 2019

      

 

  

Debt agreements in the international market

 

 

 

Debt agreements in the international market

 

 

 

 

 

Variable interest:

   

Variable interest:

      

US$

 

 

 

 

 

 

 

 

 

 

Prepayment

1,016,737

 

3,830,240

  

 

1,769,975 

 

2,563,928 

Fixed interest:

   

Fixed interest:

 

 

 

 

 

 

US$

     

 

 

 

 

Bonds, Perpetual Bonds and ACC(1)

2,490,178

 

8,613,491

 

 

 

2,047,032

 

10,177,517

Intercompany

   

EUR

   

 

 

 

 

 

 

Others

181,056

 

106,535

  

 

223,204

 

147,241

3,687,971

 

12,550,266

 

 

 

4,040,211

 

12,888,686

     

 

   

Debt agreements in Brazil

 

 

 

Debt agreements in Brazil

 

 

 

 

 

 

Securities with variable interest in:

   

Securities with variable interest in:

  

 

   

R$

 

 

 

 

 

 

 

 

 

BNDES/FINAME, Debentures, NCE and CCB

1,890,450

 

10,710,678

BNDES/FINAME, Debentures, NCE and CCB

 

 

1,086,985

 

10,049,783

Securities with fixed interest in:

   

Securities with fixed interest in:

 

 

 

 

 

 

R$

      

 

 

 

Prepayment

103,376

  

Intercompany

 

 

 

 

25,038

 

-

1,993,826

 

10,710,678

   

1,112,023

 

10,049,783

Total borrowings and financing

5,681,797

 

23,260,944

Total borrowings and financing

 

 

 

5,152,234

 

22,938,469

Transaction costs and issue premiums

(28,358)

 

(87,309)

Transaction costs and issue premiums

   

(26,391)

 

(97,276)

Total borrowings and financing + transaction costs

5,653,439

 

23,173,635

Total borrowings and financing + transaction costs

5,125,843

 

22,841,193

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(1)In January 2020, we issued US$1,000 million in aggregate principal amount of 6.750% senior notes due 2028, part of the proceeds of which we used to repurchase US$433.6 million in aggregate principal amount of our outstanding 6.50% senior notes due 2020.

 

See further details in notenotes 11 and 12 to our audited consolidated financial statements included elsewhere herein.in this annual report.

The following table sets forth the average interest rate of our borrowings and financing:

 

 

 

 

Consolidated

 

 

 

 

As of December 31, 2018

  

Average interest rate(*)

 

Total Debt

(in thousands of R$)

US$

 

5.88%

 

15,950,646

R$

 

8.19%

 

12,704,504

EUR

 

3.88%

 

287,591

  

 

 

28,942,741

(*)   In order to determine the average interest rates for our borrowings and financing agreements with floating rates, we used rates as of December 31, 2018.

Maturity Profile

In February 2018 and August 2018, we renegotiated the amortization schedules of our debt with Banco do Brasil and Caixa Econômica Federal, our principal creditors, which debt represented approximately 24% and 25%, respectively, of our aggregate consolidated indebtedness as of December 31, 2017, so as to soften the amortization profiles and extend the maturities of these debts, the duration of which we increased from 26 months to 49 months and from 20 months to 38 months, respectively. As part of these renegotiations, we granted certain collateral, including in the form of pledges over a portion of shares we hold in Usiminas. We have agreed with these creditors to sell the pledged shares by the agreed deadline, and to use the proceeds from these sales for amortization payments under the amended financings.

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In February 2018,April 2019, we issued US$350600 million in aggregate principal amount of 7.625% senior notes due 2023, the proceeds of which we used in cancelling2026 and US$356400 million in aggregate principal amount of additional 7.625% notes due 2023. We used the proceeds from these issuances to repurchase US$1,000 million in aggregate principal amount of our outstanding 6.875% senior notes due 2019 and 6.50% senior notes due 2020 issued by our subsidiaries CSN Islands XI Corp. and CSN Resources S.A., respectively.

Between April 2018 and October 2018, we had ACCs (Adiantamento sobre Contrato de Câmbio) outstanding in an aggregate principal amount of US$121.5 million with Banco do Brasil with short-term maturity and in August 2018, we had ACCs outstanding in an aggregate principal amount of US$33.6 million with Banco Santander with short-term maturity. In addition, in October 2018, we amortized US$135.6 million of the amount outstanding under a short-term debt with Banco Bradesco.

In November 2018, we renegotiated US$250 million of our debt with Santander to extend its maturity from 2019 to 2022.

In January 2019, we issued R$1,950 million in aggregate principal amount of our 10th series of non-convertible debentures with a five year maturity. We used all proceeds from this issuance to pay part of our outstanding debt with Caixa Econômica Federal.

In February 2019, CSN Mineração entered into an export prepayment agreement for the supply of approximately 22 million tons of iron ore over five years with Glencore International AG in an aggregate principal amount of US$500 million. In July 2019, CSN Mineração entered into an additional export prepayment agreementfor the supply of approximately 11 million tons of iron ore in an aggregate principal amount of US$250 million.

In March 2019, we renegotiated our pre-export finance agreement entered into with Caterpillar Financial Services Corporation in an aggregate principal amount of US$148 million, which is secured by a pledge over certain equipment.

In September 2019, we entered into agreements for US$150 million in aggregate principal amount of pre-export finance and ACC (Adiantamento sobre Contrato de Câmbio) with Bank of China, maturing in 2024.

In September 2019, we issued R$278 million in aggregate principal amount of NCE (Nota de Crédito à Exportação) with Bradesco, maturing in 2023. We also entered into a swap agreement with Bradesco for the same notional amount and maturity of the NCE.

In November 2019, CSN Mineração entered into an agreement for US$50 million in aggregate principal amount of pre-export finance with J.P. Morgan, maturing in 2021.

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The following chart sets forth our amortization schedule before and after our renegotiations in 2018:debt maturity profile as of December 31, 2019:

 

The table below sets forth the maturity profile of our long-term debt as of December 31, 2018,2019, gross of transaction costs and premiums on issuance. We have since extended our maturity profile as a result of debt issuances, debt repurchases and renegotiations in early 2018.

Maturity in

 

Principal Amount

Maturity

 

Principal Amount

 

(in thousands of R$)

 

(in thousands of R$)

2020

 

6,753,338

2021

 

3,439,268

 

3,576,306

2022

 

3,182,553

 

3,311,843

2023

 

4,082,376

 

7,378,252

2024

 

1,343,735

 

1,640,183

After 2024

 

584,874

2025

 

68,595

After 2025

 

2,932,590

Perpetual bonds

 

3,874,800

 

4,030,700

Total

 

23,260,944

 

22,938,469

 

In January 2020, we issued US$1,000 million in aggregate principal amount of 6.750% senior notes due 2028, part of the proceeds of which we used to repurchase US$433.6 million in aggregate principal amount of our outstanding 6.50% senior notes due 2020.

5C. Research and Development and Innovation

We have over 60 years of experience in research, development and innovation and were the first Brazilian steelmaker to produce coated and pre-painted steel.

Innovation is partWe aim to provide an innovative approach to our operations in each of our essence as a pioneerbusiness segments and CSN Inova and our Research and Development Center, or R&D Center, are entirely dedicated to providing innovative solutions.

Established in production2018, CSN Inova is responsible for leading and market solutions, always committeddisseminating our innovation strategy and processes throughout our business segments by presenting new methodologies to qualityaddress the challenges we face, leading our digital developments and searching for new business development opportunities.

Our R&D Center, located in Volta Redonda, counts with our product development management team to develop new products to increase our competitiveness. This team seeks to optimize our product mix and to the searchexpand our product portfolio in order to gain market share across our different business segments, as well as to implement new technologies for new initiatives to provide greater added value to our customers and stakeholders.production processes.

In 2018, we strengthened our commitment to innovative and energy-efficient projects and processes and environmental consciousness through INOVA CSN, our strategic innovation plan. This plan connectsus to national and international technological and scientific development. It also led to our development of advanced high strength steel on an industrial scale for the automotive industry.40550.00004

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Our R&D Center comprises 15 laboratories that conduct analysis related to the physical, chemical, mechanical and metallurgical characteristics of our steel and other alloys, with advanced equipment such as optical and scanning electron microscopy. We invest in intellectual property rights management,also have a laboratory dedicated to environmental monitoring, which covers our branding, patents and industrial designs, in order to ensure appropriate protection and to permit technology transfer agreements.is certified by INEA.

5D. Trend Information

Given the global macroeconomic situation as of the date of this annual report resulting from the spread of COVID-19 and government measures to address it, while we cannot foresee the impacts on our markets for 2020, we generally expect an adverse impact on the demand environment as compared to 2019 and, consequently, a decrease in global steel prices and iron ore prices. For more information, see “Item 3D. Risk Factors—Risks Relating to Us and the Industries in Which We Operate—The outbreak of communicable diseases such as the ongoing COVID-19 outbreak on a global scale may affect investment sentiment, cause operational disruptions and result in sporadic volatility in global markets.

Steel

The WSA estimates that global steel demand, including China, will reach 1.68reached 1.87 billion tons in 2019, which wouldrepresent a 1.4%an increase of 3.4% as compared to 2018.The IABr estimates that BrazilianCrude steel sales will be 20.0 million tonsproduction increased in 2019 with apparent consumption of 22.4 million tons.in Asia and the Middle East and decreased in all other countries.

Mining

AfterFollowing a sharp increase of 22% instable market with an average iron ore prices toprice of US$71.32/dmt in 2017 and US$69.46/dmt (Platts, Fe 62%) in 2017 from US$58.45/dmt in 2016,2018, the seaborne iron ore market remained stable, supported bysupply faced several disruptions in 2019 from key players in the industry, including the Brumadinho accident in Brazil and adverse weather conditions in Australia. This scenario, coupled with significant investments in infrastructure and construction healthy margins in steel mill and tightChina, resulted in iron ore supply. Ironprices surpassing US$126/dmt for the first time since 2014 and average iron ore prices registered a minimum level ofincreased 34.5% from 2018 to US$62.50/93.4/dmt in July 2018 and reached an average of US$69.46/dmt in 2018.2019.

Chinese annual iron ore imports remained steadystable at 1.061.048 billion tons in 2019, as compared to 1.050 billion tons in 2018, as compared to 1.07 billion tons in 2017, whileand the global seaborne iron ore market grewwas stable at 1.479 billion tons in 2018 by 0.9%2019, as compared to 1.491.499 billion tons.tons in 2018. Following the Vale accident of another mining company at Córrego do Feijão dam in Brumadinho, in the state of Minas Gerais, in January 2019, supply disruption continues to pressconstraints maintained seaborne iron ore prices which reachedat high levels, reaching an average of US$87.33/92.44/dmt (Platts, Fe62%, N. China) in February 2019.January 2020.

5E. Off-Balance Sheet Arrangements

In addition to the debt that is reflected on our balance sheet, we are contingently liable for off-balance concession payments and “take-or-pay” contractual obligations. The following table summarizes our off-balance sheet obligations:

Contingent Liability with Respect to Consolidated and Non-Consolidated Entities as of December 31, 20182019

 

Aggregate Amount

 

Maturity

 

(in millions of R$)

 Guarantees of Debt:

 

 

 

Transnordestina 

2,1522,474

 

Until 09/19/September 2056 and indefinite 

 

Concession

Type of service

 

2019

 

2020

 

2021

 

After 2021

 

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 4,238 km of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

9,396

 

9,396

 

9,396

 

50,895

 

79,083

CSN Mineração S.A.

Concession to operate TECAR, a solid bulk terminal, one of the four terminals that make up the Port of Itaguaí, located in Rio de Janeiro. The concession was renewable and the agreement expires in 2047.

 

133,021

 

133,021

 

133,021

 

3,458,541

 

3,857,604

Sepetiba Tecon S.A.

25-year concession started in July 2001. On May 10, 2017, Decree No. 9,048 was approved, which changes the concession extension period for port operations. The requested extension period, added to the initial period, cannot exceed 70 years.

 

33,779

 

35,176

 

36,638

 

175,053

 

280,646

 

 

 

176,196

 

177,593

 

179,055

 

3,684,489

 

4,217,333

Concession

Type of service

 

 

2020

 

2021

 

2022

 

After 2022

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

FTL

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 4,238 km of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

 

12,238

 

9,790

 

9,790

 

48,950

 

80,768

CSN Mineração

Concession to operate TECAR, a solid bulk terminal, one of the four terminals that make up the Port of Itaguaí, located in Rio de Janeiro. The concession was renewable and the agreement expires in 2047.

 

 

186,577

 

186,577

 

185,577

 

4,586,673

 

5,146,403

TECON

25-year concession started in July 2001. On May 10, 2017, Decree No. 9,048 was approved, which changes the concession extension period for port operations. The requested extension period, added to the initial period, cannot exceed 70 years.

 

 

35,456

 

36,925

 

38,448

 

146,780

 

257,609

 

 

 

 

234,270

 

233,292

 

234,814

 

4,782,403

 

5,484,780

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“Take-or-Pay” Contractual Obligations

Payments Period

 

 

Type of service

2017

2018

2019

2020

2021

After 2021

Total 

Payments Period

 

 

 

 

 

 

 

  

Type of service

 

2018

 

2019

 

2020

 

2021

 

2022

After 2022

 

Total 

Transportation of iron ore, coal, coke, steel products, cement and mining products.

957,373

406,920

1.024,674

962,399

831,166

3,761,232

6,579,471

 

406,920

 

1,555,398

 

1,184,627

 

1,106,047

 

1,136,469

4,441,842

 

7,869,985

Supply of power, natural gas, oxygen, nitrogen, argon, iron ore pellets, coal and clinker.

563,743

658,166

453,801

40,780

8,419

 

503,000

 

658,166

 

966,405

 

391,750

 

33,317

 

24,940

200,121

 

650,128

Processing of furnace sludge and slag generated during pig iron and steel production.

8,880

9,467

7,074

8,842

30,064

 

9,467

 

56,024

 

21,164

 

11,571

 

11,571

3,599

 

47,905

Manufacturing, repair, recovery and production of ingot casting machine units.

52,103

21,533

7,968

3,246

5,952

20,412

 

21,533

 

5,930

 

1,896

 

 

 

 

 

 

1,896

1,582,099

1,096,086

1,493,517

1,013,499

849,905

3,776,026

7,132,947

 

1,096,086

 

2,583,757

 

1,599,437

 

1,150,935

 

1,172,980

4,645,562

 

8,568,914

              

 

Guarantees of Debt

We guarantee 100% of the loans granted by BNDES and Banco do Nordeste/FNE to TLSA and 50.97% of the debentures held by FDNE and issued by TLSA. The aggregate principal amount of debt outstanding under the debentures guaranteed by us as of December 31, 20182019 was R$2,1522,474 million.

Under the TLSA Investment Agreement we and our partners, Valec and FDNE, agreed on a budget of R$7.5 billion to complete the construction of the Northeastern Railway System II. A revised budget of approximately R$11.213.2 billion is under review and up for approval by ANTT. If the construction of Northeastern Railway System II requires funds in addition to the budget, they will be provided by us or third parties under trackage right agreements.

Contingent Liability for Concession Payments

FTL (Ferrovia Transnordestina Logística)

As of December 31, 2018,2019, we held 90.78%92.38% of the capital stock of FTL, which has a concession to operate the Northeastern Railway System I until 2027, renewable for an additional 30 years. As of December 31, 2017,2019, FTL had R$90.781 million in concession payments outstanding over the remaining 10eight years of the concession

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CSN Mineração S.A.

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, we achieved the anticipated contract renewal for 25 more years and, accordingly, the expiration date was extended from 2022 to 2047. Itaguaí Port, in turn, is connected to the Presidente Vargas Steelworks and CSN Mineração by the Southeastern railway system. Our imports of coal and coke and exports of iron ore occur through this terminal. Under the terms of the concession, we must unload at least 3.0 million tons of coal and coke annually and, as of 2020, we must ship 38.438.5 million tons of iron ore annually.

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As of December 31, 2018,2019, R$3,8585,146 million was outstanding over the remaining 2928 years of the concession. 

Sepetiba Tecon S.A.TECON

We indirectly own 100% of TECON, which has a concession to operate the container terminal at Itaguaí Port for a 25-year term expiring in 2026, renewable for another 25 years. As of December 31, 2018,2019, approximately R$281258 million of the cost of the concession was outstanding and payable over the remaining eightsix years of the concession. For more information, see “Item 4D. Property, Plant and Equipment—Acquisitions and Dispositions.”

Transportation of Iron Ore, Coal, Coke, Steel Products, Cement and Mining Products

MRS Logística S.A.

Transportation of Iron Ore, Coal and Coke to Volta Redonda

In 2018,2019, the volume set for iron ore and pellets was 6.4 mkt and the volume set for coal, coke and other smelter products was 3.0 mkt with a guarantee of payment of at least 85% of forecast annual revenue.

Transportation of Iron Ore for Export from Itaguaí

In 2018,2019, the volume setfor iron ore was 32.241.5mkt, with a guarantee of payment of at least 85%. We may increase by up to 10% or decrease by up to 15% the volume set in the agreement every year, considering the volume informed in the previous year.

Transportation of Steel Products

In 2018,2019, the volume set for steel products was 1.7 Mkt,1.8 mkt,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 customers.

Cement Transportation 

This agreement covers transportation of bagged cement from thecement plant at Presidente Vargas cement plant to our terminals. In 2018,2019, the volume set was 633.6 Kt,kt, with a guarantee of payment of at least 80%.

Ferrovia Centro Atlântica

Transportation of Limestone

This agreement covers transportation of limestone from the city of Arcos to the city of Volta Redonda. In 2018,2019, the volume set for limestone was 1.8 Mkt,mkt, with 70% of performance volume guarantee.

Transportation of Clinker

This agreement covers transportation of clinker products from the city of Arcos to the city of Volta Redonda. In 2018,2019, the volume set was 660 Kt,kt, with a guarantee of payment of at least 90%.

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The calculation of “take-or-pay” contracts considers the total volume performed in clinker and limestone contracts, regardless of the percentage transported of each.

Supply of Power, Natural Gas, Oxygen, Nitrogen, Argon and Iron Ore Pellets

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 2017, we used 513,140 tons of oxygen to produce 3.0 million tons of crude steel. To secure gas supply (oxygen, nitrogen and argon), in 1994, we signed a 22-year “take-or-pay” agreement with White Martins under which we are committed to acquire at least 90% of the gas volume guaranteed in the contract. Under the terms of the agreement, we are not required to advance funds raised against future processing charges if WhiteMartinsWhite Martins is unable to meet its financial obligations. The original term of the contract ended in November 2016; however, White Martins continues to supply gas while we negotiate a new contract.

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5F. Tabular Disclosure of Contractual Obligations

The following table presents our long-term contractual obligations as of December 31, 2018:2019:

Payment due by period

 

Payment due by period

(in millions of R$)

 

(in millions of R$)

 

 

 

 

 

 

 

Contractual Obligations

 

Less than

 

Morethan 

 

 

Less than

 

 

Morethan 

Total

1 year

1-3 years

3-5 years

5 years

 

Total

1 year

1-3 years

3-5 years

5 years

 

 

 

 

 

 

 

Long-term accrued finance charges(1)

13,041

1,775

2,379

1,283

7,604

 

13,232

1,595

2,509

1,360

7,768

Taxes payable in installments

94

20

18

38

 

87

19

19

18

31

Long-term debt(2)

23,174

0

10,147

7,235

5,792

 

22,841

0

6,843

8,978

7,020

“Take-or-pay” contracts

7,133

1,494

1,864

1,676

2,099

 

8,569

1,599

2,324

2,326

2,320

Derivatives swap agreements(3)

0

 

0

0

0

4

0

Concession agreements(4)

4,217

176

357

362

3,322

 

5,485

234

468

471

4,312

Purchase Obligations

 

 

 

 

 

 

 

Raw materials(5)

 2,988

2,981

 8

0

 0

 

 6,436

3,434

 1,531

1,471

 0

Maintenance(6)

521

305

216

440

0

 

744

592

150

2

0

Utilities/Fuel(7)

2,600

2,240

340

16

5

 

2,167

2,018

144

5

0

Total

6,109

5,525

563

16

5

 

9,347

6,045

1,824

1,477

0

_______________________

(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)   We had no derivativeDerivative swap agreementagreements were calculated based on market prices as of December 31, 2018.2019.

(4)   Refers to TECON, TECAR and FTL concessions agreementsagreements.

(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.”

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 (one of whom is the chief executive officer). In accordance with our bylaws (estatuto social), each director is elected for a term of two years 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.

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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 comprised one chairman and four members, and our board of executive officers was comprised of our chief executive officer and four executive officers.

Our board of directors holds at least six ordinary meetings per year and extraordinary meetings whenever necessary.

Our directors and executive officers as of the date of this annual report are:

Name

Position

Age(1)

 

First Elected on

 

Last Elected on

Board of Directors

 

 

 

 

 

 

Benjamin Steinbruch 

Chairman 

6566

 

April 23, 1993 

 

July 3, 2017April 26, 2019

Fabiam Franklin

Member 

5152

 

April 28, 2016 

 

July 3, 2017

April 26, 2019

Yoshiaki Nakano 

Member 

7475

 

April 29, 2004 

 

July 3, 2017April 26, 2019

Antonio Bernardo Vieira Maia

Member

5960

 

April 30, 2013

 

July 3, 2017April 26, 2019

Léo SteinbruchMiguel Ethel Sobrinho

Member

5073

 

April 28, 201526, 2019

 

July 3, 2017April 26, 2019

 

 

 

 

 

 

 

Board of Executive Officers

 

 

 

 

 

 

Benjamin Steinbruch 

Chief Executive Officer 

6566

 

April 30, 2002 

 

September 29, 201725, 2019

David Moise Salama

Executive Officer

5253

 

August 2, 2011

 

September 29, 201725, 2019

Luis Fernando Barbosa Martinez

Executive Officer

5556

 

August 2, 2011

 

September 29, 201725, 2019

Pedro Gutemberg Quariguasi Netto

Executive Officer

5354

 

May 11, 2016

 

September 29, 201725, 2019

Marcelo Cunha Ribeiro

Chief Financial and Investor Relations Officer

4142

 

29 September, 2017

 

September 29, 201725, 2019

_______________________

(1)   Age as of the date of this annual report.


 

The next election for our board of directors is expected to take place in April 2019.2021. The next election for our board of executive officers is expected to take place in September 2019.2021.

Board of Directors

Following is a brief biography of the members of our board of directors.

Benjamin Steinbruch. Mr. Steinbruch has been a member of our board of directors since April 1993, and has held the positions of chairman since April 1995 and chief executive officer since April 2002. He is in charge of our mining, railways and institutional strategy. He has been chairman of the board of directors of the Jockey Club of São Paulo since 2017, a member of the Board of Economic and Social Development since 2014, a member of the Administrative Board of the Portuguese Chamber, member of the Interinstitutional Advisory Board of the Superior Court of the state of São Paulo, chairman of the board of directors of CSN Mineração (controlled by us), and chairman of the deliberative council of the CSN Foundation. Currently he also holds the position of chairman of the board of directors of Textília S.A., or Textília, Fibra Cia. SecuritizadoraCia.Securitizadora de Créditos Imobiliários, Elizabeth S.A. – Indústria Têxtil, Vicunha Steel S.A., or Vicunha Steel, and Banco Fibra S.A., or Banco Fibra, vice chairman of the board of directors of Vicunha Aços S.A., or Vicunha Aços; member of the board of directors of, Vicunha Participações S.A. and, Officer of Rio Purus Participações S.A., Rio Iaco Participações S.A., or Rio Iaco Participações, and BS Holdings S.A. Administrator of Fazenda Alvorada de Bragança Agro-Pastoril Ltda., Ibis Agrária Ltda., or Ibis Agrária, and Ibis Participações e Serviços Ltda., or Ibis Participações e Serviços (all(all these companies belong to our controlling group). Over the past five years, he also served as First Vice-President of the Federation of Industries of the state of São Paulo (Federação das Indústrias do Estado de São Paulo), or FIESP, since September 2004, member of FIESP’s Superior Strategic Board, advisor to the Robert Simonsen Institute, chairman of the board of directors of Nacional Minérios S.A., or Nacional Minérios, Companhia Metalúrgica Prada, TLSA and FTL and as administrator of Haras Phillipson Ltda. (dissolved in November 2017). Mr. Steinbruch graduated from the Fundação Getúlio Vargas – FGV/SP Business School and specialized in marketing and finance also at Fundação Getúlio Vargas – FGV/SP.

Fabiam Franklin. Mr. Franklin has been a member of our board of directors since April 2016. Since April 4, 2016 he has been serving as chairman of the Advisory Council of CSN’s Stock Investment Fund (CSN Invest Fundo de Investimentos em Ações), as manager of the CSN Financial Education Program since 2008 and as generalasgeneral manager of steel metallurgy at CSN since June 2017.November 2002. He also served as a member of the board of directors of the Brazilian Association of Metallurgy and Mining (Associação Brasileira de Metalurgia, Materiais e Mineração) from 2015 until 2017 and as general manager of blast furnaces at CSN from 2002 until 2017. Mr. Franklin graduated in metallurgical engineering from Universidade Federal Fluminense – UFF/RJ and holds a graduate degree in reduction metallurgy, from the –Mc– Mc Master University, Hamilton, Canada, and a master’s in business administrationmanagement from Fundação Dom Cabral – Belo Horizonte/MG. Mr. Franklin is currently studying forhas a master’s degree in economics atfrom IBMEC.

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Yoshiaki Nakano. Mr. Nakano has been a member of our board of directors since April 2004, and a member of our audit committee since June 2005, serving as chairman of the audit committee since October 30, 2017. He also serves as a member of the board of directors of TLSA (company joint controlled by us) and, over the past five years, Mr. Nakano has been a professor and Officer at the School of Economics of Fundação Getúlio 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, until 2015. Previously, Mr.NakanoMr. 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 Getúlio Vargas and has a master’s in business administration and a Ph.D. from Cornell University.

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Antonio Bernardo Vieira Maia. Mr. Maia was elected member of our board of directors on April 2013 and has been a member of our audit committee since August 2013, and has served as chairman of the audit committee since May 2014 to October 2017. He was also a member of our Financial Committee from October 2014 to December 2016, member of the board of directors of TLSA (company joint controlled by us) and of FTL and CSN Mineração (controlled by us). He has also been chief executive officer of BRG Capital Ltda. Since July 2005. From April 1995 to May 2005 he was Officer of Credit Suisse/Banco Garantia de Investimentos S.A. He began his career in Citibank Brazil, as a trainee, in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst of Citigroup for Latin America, until become an Officer of Citibank New York. Prior to that, he worked as an associate at Banco Bozano Simonsen de Investimentos in Rio from August 1979 to December 1981, and he served as a member of the board of directors of Banque Bénédict Hentsch & Cie SA, Geneva, Switzerland, from April to December 2006. He graduated in 1981 with a degree in business and public administration from Fundação Getúlio Vargas.

Léo Steinbruch.Miguel Ethel Sobrinho.Mr. SteinbruchSobrinhohas been a member of our board of directors since April 2015,2019 and was elected as vice chairmana member of the board of directors inour audit committee since May 2016. He is also2019. In addition, since 2016, he has been a member of the board of directors of Elizabeth S.A. Indústria Têxtil, Vicunha AçosCSN Mineração and Textília. He is an executive officer at CFLand shareholder of Participa – Empreendimentos Imobiliários e Participações S.A.Ltda., or CFL Participações,developing activities focused on interests in shopping malls, gas and hydroelectric energy and fast food chains. He graduated in production engineering from the Polytechnical School of the University of São Paulo and holds a master’s in business administration from the School of Economics and Administration of the University of São Paulo. He was a professor of project and investment analysis at Taquari Participações S.A. (all these companies are partthe School of our controlling group). OverEconomics and Administration of the past few years, he also served as administratorUniversity of Fazenda Santa Otília Agropecuária Ltda.São Paulo and asa member of the boardCurator Board and founder of directorsthe Administration Institute Foundation of Vicunha Participações S.A. and Vicunha Steel (also companies that are partthe University of our controlling group).São Paulo.

Board of Executive Officers

Following is a brief biography of the members of our board of executive offers.

Benjamin Steinbruch. See “—Board of Directors.”

David Moise Salama. Mr. Salama was elected as an executive officer in August 2011, is in charge of the real estate, insurance and credit areas. He has been serving at CSN since 2006, having acted as investor relations officer. He is also currently serving as Executive Officerofficer of ERSA, Minérios NacionalEstanho de Rondônia S.A. and Companhia Florestal do Brasil and is a member of the board of directors of CSN Mineração, TECON, ITASA, LusosiderCBSICompanhia Brasileira de Serviços Planos S.A.de Infraestrutura, Lusosider Productos Siderúrgicos S.A., and Lusosider Ibérica.Itá Energética S.A.. He is also a deputy member of the Deliberative Council of Caixa Beneficente dos Empregados of CSN, or CBS and deputy member of the board of directors of Transnordestina Logística S.AS.A. (a company jointly controlled by us) and FTL – Ferrovia Transnordestina Logística S.A (controlled by us). Prior to joining CSN, Mr. Salama acted as Financial 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 PwC. Mr. Salama graduated in Accounting and has a master’s in business administration 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 ManagementAdvancedManagement and Leadership Program of Saïd Business School at Oxford University, England, and the Harvard Law School Program on Negotiation at Harvard University, United States.

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Luis Fernando Barbosa Martinez. Mr. Martinez was elected as an executive officer in August 2011, and is in charge of the commercial and logistic areas of the steel, cement and special sales segment. He has been serving CSN since 2002, having previously acted as sales officer, director of Nacional Minérios (which ceased to exist on December 31, 2015) and asofficer. He is a member of the board of directors of Lusosider – Aços Planos S.A., Lusosider Projectos Siderúrgicos S.A., Lusosider Ibérica S.A., CSN Mineração and MRS, and a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Florestal do Brasil and Companhia MetalúSiderúrgica Prada.Nacional, or CBS. Mr. Martinez is also a member of the board of directors of Associação Brasileira de Metalurgia, Materiais e Mineração, or ABM, and deputy member of the board of directors of FTL – Ferrovia(controlled by us) and Transnordestina Logística and TLSA.S.A. (a company jointly controlled by us). He is also currently serving as an Officerofficer of ERSA, Minérios Nacional,Estanho de Rondônia S.A., CSN Energia, S.A., Companhia Metalúrgica Prada, CSN Equipamentos and SWT, and as member of the board of directors of CSN Mineração (controlled by us) and chairman of the board of directors of MRS, which is jointly controlled by us, and a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS.SWT. Since March 2017 he is also member of the board of officers of Câmara de Comércio e Indústria Brasil – Alemanha. Prior to joining CSN, Mr. Martinez was a sales officer at Alcan Alumínio do Brasil S.A., having worked at that 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, and he was president of the Brazilian Association of Steel Packaging - ABEAÇO. Recently, Mr. Martinez received the prizePrêmio Barão de Mauá – Instituto Mauá de Tecnologia as Professional and Market Highlight in 2016. Mr. Martinez graduated with a degree 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 in Montreal, Canada.

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Pedro Gutemberg Quariguasi Netto. Mr. Quariguasi was elected as an executive officer in May 2016, and is in charge of the steel operational area. During the few last years,Prior to joining us, Mr. Quariguasi acted as chief executive officer of Vale in Mozambique and as Global Officer of Coal of Vale at Mozambique and 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. Previously, he was the Global Marketing Officer at Vale and chief executive officer in Manganês, he also acted in Rio Tinto and McKinsey & Co. He is also member of the board of directors of MRS which is jointly controlled by us, and CSN Mineração (controlled by us).and chairman of the board of directors of Lusosider – Aços Planos S.A., Lusosider Projectos Siderúrgicos S.A. and Lusosider Ibérica S.A. Mr. Guariguasi has a degree in Metallurgical Engineering from Universidade Federal Fluminense, a master’s degree in Metallurgical Engineering from PontificiaPontifícia Universidade Católica do Rio de Janeiro, a PhD in Metallurgical Engineering from McGill University, Canada, and a master’s in business administration in Finance, Corporate Strategy and Economics from McKinsey & Company.

Marcelo Cunha Ribeiro. was elected as an executive officer in September 2017, and is in charge of the treasury, controller, tax and accounting areas and is our chief financial officer and, since March 2018, our chief investor relations officer. DuringHe is also member of the few last years,board of directors of FTL (controlled by us) and Transnordestina Logística S.A. (a company jointly controlled by us) and a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS. He is also currently serving as an officer of Minérios Nacional and CSN Equipamentos S.A. Prior to joining us, Mr. Ribeiro acted as chief financial officer of St. Marche Group, Vice President of Finance and Investor Relations of Restoque Comércio e Confecções de Roupas S.A., chief financial officer of Grupo SBF (GP Investimentos Ltd), Managing Director of the Private Equity area of GP Investimentos Ltd and chief financial officer of San Antonio International Ltd. He was also a member of the board of directors of Hopi Hari SA, Telemar Norte Leste SA (Oi S.A.), Contax Participações S.A., Estácio Participações S.A., Magnesita Refratários S.A., BR Towers SPE1 SA. Mr. Ribeiro graduated in production engineering from the University of São Paulo and has a master’s in business administration from Harvard Business School.

Mr. Benjamin Steinbruch and Mr. Léo Steinbruch are cousins. There are no other family relationships among any of the members of our management.

Indemnification of Officers andDirectors

There is no provision for or prohibition against the indemnification of officers and directors under Brazilian law or our bylaws.Officers are generally not individually liable for acts performed within the course of their duties. Subject to the terms of the indemnity agreements entered into by us and our directors and officers, we may indemnify, or maintain liability insurance covering, our directors, 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, 2018,2019, the aggregate compensation paid by us to all members of our board of directors and board of executive officers for services in all capacities was R$32.937.5 million, which includes salaries, bonuses, profit sharing arrangements and benefits, such as medical assistance, pension plan contributions and life insurance, among others. For the year ended December 31, 2018,2019, the aggregate compensation paid by us to all members of our fiscal committee for services was R$0.7 million.

See “Item 6D. Employees” for a brief description of our profit sharing arrangements.

6C. Board Practices

Fiscal Committee

Under Brazilian Corporate Law, shareholders may request the appointment of a fiscal committee (conselho fiscal), which is a corporate body independent of management and our external auditors. The primary responsibility of the fiscal committee is to monitor management’s activities, review the financial statements, and report its findings to shareholders. As of the date of this annual report, we have a fiscal committee in place, which was elected by our annual shareholders’ meeting in June 2018April 2019 with a termuntilterm until our next annual shareholders’ meeting. Our fiscal committee comprises three effective members and three alternate members, of which one effective member and the respective alternate were appointed by our minority shareholders.

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The members of our fiscal committee as of the date of this annual report are:

Name

Position

Age(1)

 

First Elected on

Last Elected on

Tufi Daher Filho 

Chairman 

5960

 

June 29, 2018 

April 26, 2019

Susana Hanna Stiphan JabraPatrícia Valente Stierli

Member 

6163

 

June 29, 2018 April 26, 2019

April 26, 2019

André Coji 

Member 

6556

 

June 29, 2018 

April 26, 2019

_______________________

(1)   Age as of the date of this annual report.

 

Following is a brief biography of the members of our fiscal committee.

Tufi Daher Filho.Mr. Daher has been a member of our fiscal committee since July 2018. He owns TDF Consultoria Empresarial Ltda., is partner of Empreendimentos e Construtora Ltda. and owner of the Loungerie, Osklen and Richards franchises in Urberlândia, Minas Gerais. For the last five years, Mr. Daher was member of the board of directors of CPTM –Companhia Paulista de Trens Metropolitanos (until January 2019), technical advisor of Hidrovias do Brasil S.A. (until 2018), officer of Metalic, president of the board of directors and chief executive officer of MRS and chief executive officer of TLSA.MRS. He was also a directormember of the board of directors of the National Association of Railroad Companies (Associação Nacional dos Transportadores Ferroviários – ANTF). Mr. Daher graduated in civil engineering from Universidade Católica de Minas Gerais. He has participated in a vocational course taught by the Japan International Cooperation Agency related to transportation planning. Mr. Daher also holds a master’s degree in business administration from Fundação Dom Cabral and has participated in an advanced management program in partnership with INSEAD in France.

Susana Hanna Stiphan Jabra.Patrícia Valente Stierli.Mrs. Jabra isStierli has been a member of the board of directors and coordinator of the auditour fiscal committee of CETESB –Companhia Ambiental do Estado de São Paulo,since April 2019. She is also member of the boardfiscal committee of directorsthe Ladies Charitable Society of Furnasthe Hospital Sírio-Libanês since 2018 and Eletrobras – Centrais Elétricas S.A. (from 2017 to 2019 and alternate member of the fiscal committees of BRF S.A. and Petrobrás. In the last five years, she has also beenas financial expert since 2019). She was a member of the board of directors of CSU CardsystemPPE Fios Esmaltados S.A., (from 2018 to July 2019) and alternate member of the fiscal committeescommittee of Kepler-Weberthe Council on International Educational Exchange – CIEE and Petróleo Brasileiro S.A., JSL S.A., Paranapanema S.A., CSU Cardsystem S.A. and BRF S.A., as well as alternate member of Movida S.A. and BRF S.A. She served on – Petrobras. Over the advisory committee to the board of directors and waslast five years, she has been a member of the auditfiscal committee of BRFBardella S.A. In addition, since 2014, Mrs. Jabra is aIndústrias Mecânicas (2015-2018); member of the board of directors’ committeedirectors of the Brazilian Institute of Corporate Governance (IBGC), since 2015, she is aPettenati S.A. Indústria Têxtil (2015) and alternate member of the review commissionfiscal committee of Dohler S.A. (2017-2018). She was the representative of the IBGC’s codefund management department of best practices on corporate governanceBanco Fator with the Central Bank and the CVM until mid-2015 and a member of ANBIMA’s Action Committee. She is a management and tax advisor certified by IBGC, manager of third-party funds with the evaluation committeeCVM and ANBIMA (through December 2017) and member of the 2014IBGC’s Council of Finance. She has bachelor’s and 2016 Abrasca Award for best annual report. She is also a mentor of the “Diversity on Boards” group of the IBGC in partnership with the International Finance Corporation (IFC) and the Women Corporate Directors (WCD). She is an instructor of the IBGC on modules of best practices of the board of directors and program for fiscal and audit committee members. Mrs. Jabra is certified by the IBGC to act as member of boards of directors and fiscal committees. She holds a graduate degreemaster’s degrees in business administration from Faculdade de Economia e Administração da Universidade de São Paulo, specialized in Financial Business (MBA) from Insper, and a certificated mediator of the board of directors from Escola de Direito de São Paulo da Fundação Getúlio Vargas, (GVLaw).with a specialization in controllership.

André Coji.Mr. Coji has been a member of our fiscal committee since July 2018, and works with structured financial operations for renowned companies in the Brazilian real estate market. For the last five years, he was treasury director for a non-profit organization, Unibes, and a member of the advisory board of several Brazilian families,Brazilianfamilies, responsible for asset management, fiscal planning, tax and succession planning. MrHe is a member of the board of directors of Via Varejo and a director of FISESP – Federação Israelita do Estado de São Paulo. Mr. Coji graduated in business administration from Fundação Getúlio Vargas (FGV) and in law from Universidade de São Paulo. He has also a board of directors certificate from the IBGC.

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Audit Committee

In June 2005, we appointed an audit committee (comitê de auditoria), which comprises independent members of our board of directors. Our audit committee is responsible for recommending to our board of directors the appointment of 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 our independent 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 financial statements and making recommendations to our board of directors.

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Our audit committee comprises Mr. Yoshiaki Nakano, and Mr. Antonio Bernardo Vieira Maia and we are looking to appoint a third member at our board of directors’ meeting following our next shareholders’ meeting.Mr. Miguel Ethel Sobrinho. Our audit committee may also be assisted by an external consultant, whenever necessary. 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.

Our audit committee holds at least one ordinary meeting every three months and extraordinary meetings whenever necessary.

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.

6D. Employees

As of December 31, 2016, 2017, 2018 and 2018,2019, we had 23,99325,189, 24,857 and 25,189 and 24,85724,869 employees, respectively. As of December 31, 2018,2019, approximately 4,3004,020 of our employees were members of the Steelworkers’ Union of Volta Redonda and region, which is affiliated with the Força Sindical since 2012, which is a national union. We believe we have a good relationship with Força Sindical. We have collective bargaining agreements, renewable annually on May 1 of every year. Moreover, we have members affiliated with other unions, such as the Engineers’ Union with 3431 members, the Accountants’ Union with one member and the Workers’ Unions from Arcos, Camaçari, Recife and Araucária, with a total of 4744 members. At all other companies controlled by CSN, including ERSA, CSN Mineração, FTL and TLSA, we have a total of 1,073984 employees that are members of unions.

In March 1997, we established an employee profit sharing plan. All employees participate in this plan and earn bonuses based on our consolidated results, the results of our business units, employees’ individual results and employees’ competence assessments.

We are also the main sponsor of a non-profit entity, Caixa Beneficente dos Empregados da CSN,established in July 1960, which is primarily engaged in the payment of benefits that supplement the government’s social security benefits to our former employees. 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 2726 to our audited consolidated financial statements included elsewhere herein.in this annual report.

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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 Aços and Rio Iaco Participações, our controlling shareholders.

Our executive officers and the members of our board of directors directly held an aggregate of 1,502 shares of our outstanding common shares as of December 31, 2018. The members of our fiscal committee did not hold any of our outstanding common shares.2019.

Item 7. Major Shareholders and Related Party Transactions

7A. Major Shareholders

As of December 31, 2018,2019, our capital stock comprised 1,387,524,047 common shares, each of which entitles its holder to one vote at our shareholders’ meetings.

The following table sets forth, as of December 31, 2018,2019, the number of our common shares owned by our major shareholders: 

 

Common Shares

 

Common Shares

 

 

 

Percent of

 

 

 

Percent of

 

Shares Owned

 

Outstanding

 

Shares Owned

 

Outstanding

Name of Person or Group

 

 

 

Shares

 

 

 

Shares

Vicunha Aços S.A.(1)

 

 682,855,454

 

 48.97%

 

679,522,254

 

 48.97%

Rio Iaco Participações S.A.(2)

 

58,193,503

 

4.19%

 

58,193,503

 

4.19%

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(1)   Owned indirectly by the Steinbruch family, which includes Mr. Benjamin Steinbruch, the chairman of our board of directorsanddirectors

and our chief executive officer, and Léo Steinbruch, a member of our board of directors.officer.

(2)   Owned indirectly by the Steinbruch family, which includes Mr. Benjamin Steinbruch, the chairman of our board of directorsanddirectors

and our chief executive officer.

 

Our major shareholders do not have different voting rights from our other shareholders.

For more information, see “Item 3D. Risk Factors—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.”

7B. Related Party Transactions

Our transactions with related parties consist of (i) transactions with our holding companies; (ii) transactions with subsidiaries, jointly controlled entities, associates, exclusive funds and other related parties; and (iii) other unconsolidated related parties, which are detailed in note 1918 to our audited consolidated financial statements included elsewhere herein.in this annual report.

        i.      Vicunha Aços and Rio Iaco Participações are holding companies and, as of December 31, 2018,2019, they held 48.97%49.24% and 4.19%4.22% of our common shares, respectively.

       ii.      Our commercial and financial transactions with our subsidiaries, jointly controlled entities, associates, exclusive funds and other related parties are carried out at market prices and under market conditions, based on common terms and rates applicable to third parties. For further details on these transactions, see note 1918 to our audited consolidated financial statements.

     iii.       We maintain relations with other unconsolidated related parties, which include CBS Previdência, Fundação CSN, Banco Fibra, Taquari Asset, Ibis Agrária Ltda., Ibis Participações e Serviços Ltda., Partifib Projetos Imobiliários Ltda., Vicunha Imóveis Ltda. and ,Vicunha Serviços Ltda. and Jockey Club de São Paulo.

7C. Interests of Experts and Counsel

Not applicable.

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Item 8. Financial Information

8A. Consolidated Statements and Other Financial Information

See “Item 3A. Selected Financial Data” and our audited consolidated financial statements included elsewhere herein.in this annual report.

Legal Proceedings

In the ordinary course of our business, we are party to several administrative, judicial and arbitration proceedings, 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 counsel

Labor Contingencies

As of December 31, 2018,2019, we and our subsidiaries were defendants in 7,6657,590 labor claims, for which we recorded a provision of R$362.1305.0 million. Most of these claims relate to alleged subsidiary and/or joint liability with respect to our independent contractors, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, health plan, indemnity claims resulting from other 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.

Changes in 2018 to our provisions for labor contingencies were due to the closing of certain lawsuits and our constant revision of accounting estimates in setting these provisions, which consider, among other factors, the nature of the claims involved.


Civil Contingencies

These are mainly indemnity claims resulting from contractual disputes and collections, claims for damages and compensation related to our commercial and industrial activities, real estate disputes and disputes for restoring health insurance. As of December 31, 2018,2019, we had recorded a provision of R$210.2139.4 million for these civil contingencies.

We also classify as civil contingencies the administrative and judicial proceedings filed against us for alleged violations of environmental statutes, mainly as a result of our industrial activities, claims for regularization, indemnification or imposition of fines. As of December 31, 2018,2019, the amount relating to probable losses for civil contingencies relating to environmental issues was R$31.443,498 million.

Tax Contingencies

Our main tax contingency relates to a tax assessment notice involving R$11.812.3 billion (as of December 31, 2018)2019) issued against us for an alleged failure to submit to taxation a capital gain resulting from the alleged sale of 40% of our shares in former subsidiary Namisa (merged into our subsidiary CSN Mineração as of December 31, 2015) to the Asian Consortium. In May 2017, the São Paulo regional judgment office (Delegacia Regional de Julgamento), which is a lower administrative court, issued a decision cancelling the tax assessment notice. This decision was reversed and the tax assessment was upheld by the second level administrative court – the Administrative Board of Tax Appeals (Conselho Administrativo de Recursos Fiscais), or CARF. There remains a pending issue under review by the Superior Chamber of CARF regarding the qualified penalty. We have challenged the merits of the tax assessment at the judicial level before and obtained an injunction against any immediate assessment. In April 2018, a federal court of tax enforcement set aside a portion of our assets, including buildings, equipment, land, vehicles and fixtures and furniture, as collateral for our potential liability under this proceeding. AsAt the end of 2019, the court issued a result, in August 2018, a federal court of tax enforcement blocked our distribution of an extraordinary dividend indecision favorable to us and cancelled the amount of R$890.0 million, which ruling was reversed in December 2018.CARF judgment at the administrative level due to legal nullities. The case is pending final judgment. Our assessment remains that our risk of loss is possible.

This same tax assessment notice resulted in another contingency issued against Namisa (merged into our subsidiary CSN Mineração as of December 31, 2015) involving R$2.72.8 billion, as of December 31, 2018.2019. This tax assessment is for income tax and social contribution not paid due to allegedly improper goodwill amortization from 2008 to 2011. In May 2013, the São Paulo regional judgment office issued a decision favorable to us and cancelled the tax assessment notice, which decision was confirmed by CARF. After an appeal filed by the Federal Prosecutor’s Office, the Superior Chamber of CARF reversed the decision and reinstated the tax assessment, but there remains a pending issue to be decided by the lower administrative authoritiesadministrativeauthorities regarding the qualified penalty. We have challenged the formal requirements of the Federal Prosecutor’s Office appeal at the judicial level and obtained an injunction against any immediate assessment. In December 2018, another contingency related to allegedly improper goodwill amortization from 2013 to 2014 was issued against Namisa. This tax assessment demands the payment of income tax and social contribution involving approximately R$1.0 billion. We1.03 billion, as of December 31, 2019. In June 2019, we filed our defenseappeal to CARF, which issued a decision favorable to us in December 2019. This decision is subject to appeal to the Superior Chamber of CARF and are waiting for the first administrative decision.case is pending final judgment.

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In addition, we received tax assessment notices in December 2015 and December 2016 for R$1.31.4 billion and R$806840 million as of December 31, 2018,2019, respectively, for an allegedly improper deduction of interest expenses in pre-payment contracts between us and Namisa. With regards to the December 2015 tax assessment, in August 2019, CARF issued a favorable decision to us cancelling the tax assessment. The Federal Prosecutor’s Office filed an appeal and the Superior Chamber of CARF issued an administrative decision unfavorable to us. We subsequently filed a lawsuit to contest the merits of the tax assessment at the judicial level and the court decided against us. As of the date of this annual report, we are preparing our defense before the São Paulo regional judgment office and are waiting for a final administrative decision.appeal.

Antitrust

In October 1999, we received a fine from CADE claiming that certain practices adopted by us and other Brazilian steel companies before 1997 allegedly comprised a cartel. We challenged the cartel allegation and the imposition of the fine judicially and, in June 2003, obtained a partially favorable judgment by a federal trial court. CADE appealed the trial court decision and, in June 2010, a federal appellate court in Brasília reversed the trial court’s decision and confirmed 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, as the risk of loss is classified as possible.

In April and July 2012, CADE issued certain injunctive orders limiting our ability to, among other things, increase our equity stake in Usiminas or exercise our voting rights with respect to the shares already owned.In April 2014, CADE issued its decision and a Performance Commitment Agreement(Agreement (Termo de Compromisso de Desempenho), or TCD, was executed between CADE and us. Under the terms of CADE’s decision and the TCD, we must reduce our equity stake in Usiminas within a specified timeframe. The timeframe and reduction percentages are confidential. Furthermore, our political rights in Usiminas would continue suspended until we reach the thresholds established in the TCD.

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In March 2016, we applied to CADE to partially suspend the TCD so as to exercise certain rights, namely appointing independent directors and members of the fiscal committee, which request CADE granted and following which, at Usiminas’ annual general shareholders’ meeting in April 2016, we appointed two independent directors and one independent member of Usiminas’ fiscal committee, as well as their respective alternates. The 2016 appointments are under litigation and, although there has been no judicial order overturning or otherwise suspending their effects, since 2016 we have been unable to appoint new members to Usiminas’ fiscal committee. CADE denied our request for exception in April 2018. On March 20, 2019, CADE approved an amendment to the TCD, in order to establish a new timeframe for us to reduce our equity stake in Usiminas. The new timeframe and reduction percentages remain confidential.

Northeastern Railway System Proceedings

The TCU initiated proceedings in April 2016 questioning the legality of the governmental authorizations for the segregation of the Northeastern Railway System into two sub-railway systems – Northeastern Railway System I (in operation by FTL) and Northeastern Railway System II (under construction by TLSA). According to the claim, the Brazilian federal government should have undergone a new bidding process to grant the concession for the construction of the new tracks of the Northeastern Railway System (Northeastern Railway System II).

We are unable to anticipate the outcome of this proceeding. The consequences of an unfavorable decision may include the loss by TLSA of the concession for Northeastern Railway System II, the imposition of additional investments in developing this sub-railway system and the acceleration of loans granted to TLSA, for which we are guarantors. See “Item 5E. Off-Balance Sheet Arrangements—Guarantees of Debt.” In addition, even if we are entitled to any indemnification in connection with a termination of the TLSA concession agreement for our investments in developing Northeastern Railway System II, this indemnification may be insufficientbeinsufficient to cover our costs, expenses or losses and may be paid long after a decision terminating the concession, if at all.

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In the course of this proceeding, the TCU suspended further disbursements by government agencies, including the state-owned railway company Valec and FDNE, for the development of Northeastern Railway System II, which has adversely affected the pace of construction of the new tracks.

In July 2019, we revisedthe engineering project for the development of Northeastern Railway System II and delivered an update regarding the completed and ongoing project phases in order to validate our budget and revise our schedule. As of the date of this annual report, we are awaiting the conclusion of regulatory analysis of the information we have submitted, which we expect in the first half of 2020.

Additionally, in 2013, ANTT initiated proceedings claiming that FTL did not meet certain transportation targets for the Northeastern Railway System I in 2013 and seeking to terminate the TAC executed by FTL that year, which had settled all claims of non-compliance by us with the original concession agreement of the Northeastern Railway System until 2012.

This proceeding resulted in the reopening of the administrative proceeding which began in 2012 for ANTT to evaluate the occurrence of any relevant breach to FTL’s concession agreement. The consequences

Following a valuation conducted by ANTT, ANTT concluded that FTL did not comply with the TAC regarding its failure to meet 2013 production targets. ANTT recommended that the Brazilian federal government terminate the FTL concession agreement and initiate an administrative proceeding before the Superintendence of an unfavorable decision inInfrastructure and Railroad Cargo Transport Services (Superintendência de Infraestrutura e Serviços de Transporte Ferroviário de Cargas). FTL has appealed this proceeding may include the loss by FTLconclusion and TLSArecommendation and, as of the concession for Northeastern Railway System, in case ANTT finds that the alleged breaches were severe enough to warrant the reinstatementdate of penalties imposed prior to 2013 and imposition of additional penalties. this annual report, is awaiting ANTT’s response.

Furthermore, in May 2017, ANTT also initiated proceedings claiming that TLSA did not comply with somecertain of its obligations arising from its concession agreement. ThereANTT’s technical area and board, in a unilateral opinion, concluded that TLSA breached its contractual obligations under the concession agreement and recommended that the Brazilian federal government terminate TLSA’s concession to operate the Northeastern Railway System II. TLSA has been no decision rendered onappealed this conclusion and recommendation and, as of the meritsdate of this proceeding and an unfavorable decision may result in the same adverse consequences.annual report, is awaiting ANTT’s response.

Environmental Proceedings

Environmental Proceedings Related to Presidente Vargas Steelworks

In 2010, we signed a TAC with the state of Rio de Janeiro, with the commitment to carry out new studies and investments to upgrade the environmental control equipment of the power plant at Presidente Vargas Steelworks (TAC 26/2010). TAC 026/2010 initially estimated an investment in the amount of R$216 million, which was later updated to R$260 million, after obtaining more precise cost data for the project. In 2013, we signed an amendment to this TAC to, among others, include new obligations imposed by INEA, resulting in an additional investment of R$165 million, which we made. Due to thefinalthe final deadline of TAC 026/2010, which would end in 2015, we, the state of Rio de Janeiro and INEA entered into a new TAC in April 2016 for new investments in the amount of R$178.5 million related to adjustments to the power plant at Presidente Vargas Steelworks, payment of environmental fines in the amount of R$16 million and R$6.1 million in compensation to be allocated to environmental programs in the region of Volta Redonda (TAC 03/2016).During the validity of TAC 03/2016, the power plant at Presidente Vargas Steelworks has an environmental authorization to operate (Autorização Ambiental de Funcionamento), or AAF.

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Prior to the end of the AAF, we obtained an environmental authorization (Autorização Ambiental), which provisionally maintained the full operation of Presidente Vargas Steelworks until September 20, 2018.

During this period, we held discussions with environmental authorities of the state of Rio de Janeiro to reach a consensual solution to the environmental issues, and in September 2018, we signed a new TAC (TAC 07/2018) with the state of Rio de Janeiro through the Secretary of State for the Environment and Sustainability (Secretaria de Estado do Ambiente e Sustentabilidade– SEAS), INEA and the State Environmental Control Commission (Comissão Estadual de Controle Ambiental –CECA), thereby maintaining the full operation of PresidenteofPresidente Vargas Steelworks. In parallel, INEA issued an AAF valid until October 2024, which authorizes the regular operations of Presidente Vargas Steelworks during its compliance with TAC 07/2018.

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This new TAC 07/2018 contemplates investments of approximately R$303 million in environmental projects and actions in the region until August 2024 and represents our commitment to the sustainability of our activities and to the communities of Volta Redonda and the surrounding region.

Environmental Proceedings Related to Volta Redonda

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. TheIn August 2013, the Federal Environmental Public Prosecutor filed a judicial civil proceeding against us based on the same claims brought up by the State Environmental Public Prosecutor of Rio de Janeiro. In both cases, 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 Environmental Public Prosecutor. We presented a timetable considering the conclusion of all studies related to our investigation, including a risk assessment and intervention plan, which were concluded in April 2014. We presented the studies resulting from our research to INEA and the Environmental Public Prosecutor claimed inconsistencies in the studies, which we rejected. AsIn January 2019, the Superior Court of December 31, 2018, it is pending judgment on jurisdictional conflict as between state court orJustice decided that the lawsuit should be moved to federal court. 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.

Additionally, we are defendants in two criminal lawsuits related to alleged water and soil pollution in Volta Redonda. In the first lawsuit, Vazamento ETE, after the course of the appeal, the case was referred to ground court for filing. The second lawsuit is inawaiting the instruction phase at the first instance and awaiting a hearing.court’s decision. We are also subject to ongoing police inquiries related to alleged inappropriate air emissions, irregular effluents discharge, water and soil pollution and inadequate transportation, storage and disposal of waste.

In April 2013, INEA fined us R$35 million in relation to Volta Grande IV Residential, in response to which we filed an annulment action in January 2014 to the Tenth Public Treasury Court of the Capital District (RJ). INEA, in response, filed a fiscal execution action in May 2014 for enforcement of the fine. The fiscal execution action is suspended until judgment is rendered in the annulment action.

In August 2013, the Federal Environmental Public Prosecutor filed a judicial civil proceeding against us based on the same claims brought up by the State Environmental Public Prosecutor of Rio de Janeiro, as described above.

In 2015, the Federal Prosecutor’s Office filed a public civil action against us for the regularization of certain emissions and the stoppage of our sintering plants. According to a CONAMA resolution, the deadline to comply with the emissions standards was December 2018, however, TAC 07/2018 established new deadlines, which we expect the court will accept.

Concerning other allegedly contaminated areas in Volta Redonda, the Federal Prosecutor’s Office filed three public civil actions for the environmental remediation and indemnification of certain areas. These actions are in an early stage and we are conducting environmental studies to determine possibleenvironmentalpossible environmental damage related to soil contamination and to ensure our compliance with all applicable laws. Once we complete these environmental studies, we will present them in the context of these actions.

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In July 2018, the Federal Prosecutor’s Office and the State Public Prosecutor of Rio de Janeiro filed a public civil action against us, HARSCO and INEA, for immediate removal of slag piles in the city of Volta Redonda, in the state of Rio de Janeiro, that adjoin the Paraíba do Sul River. Relief sought includes cleaning of the entire effluent collection chute, presentation of the volume of slag stored in the area, presentation of a project to control atmospheric emissions of slag piles and partial embargo of the activity, material damages and collective moral damages.

A preliminary injunction was granted to require us, HARSCO and INEA to immediately limit the amount of slag received monthly, as well as the height of the piles at four meters. This preliminary injunction was appealed and is pending final judgment. We consider there is a remote chance of appellate review by the state court. Any non-compliance with the preliminary injunction as of March 28, 2019 may result in fines of approximately US$600,000 per month. In parallel, weDecember 2019, the fine was calculated at R$900,000. We filed a petition requesting aan appeal against this preliminary hearing for an action plan to comply with this injunction.In lower court,injunction and, in November 2019, the Superior Court of Justice suspended the injunction until further judgment on the merits. Our appeal is pending judgment and the case is in its earlier phase.phase in the lower court.

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Other Environmental Proceedings

In 2016, the Federal Prosecutor’s Office and the State Public Prosecutor of Rio de Janeiro filed a judicial proceeding against us regarding alleged irregular deposit of residues and claiming that we must recover degraded areas, repair damage to flora and fauna and compensate damage to human health. We have filed our defense and this proceeding remains in its initial phase.

In 2004, the Federal Prosecutor’s Office filed a public civil action against us for alleged environmental contamination and pollution of the Paraíba do Sul River, allegedly caused by our industrial activity in the area. The court ruled against us and demanded that we compensate the environmental damage caused. We appealed this decision to the Superior Court of Justice, which upheld our appeal and returned the proceeding to its initial stage in order to carry out expert investigation, which are still ongoing.

In 1995, the Municipality of Volta Redonda filed a public civil action against us regarding the requirements of an environmental compensatory program. We entered into a TAC with the Municipality of Volta Redonda and, in May 2008, despite reporting our compliance with the TAC, the Municipality of Volta Redonda requested the payment of R$16 million in outstanding obligations. After initial discussions, the Municipality of Volta Redonda filed a petition for R$172 million, which we contested. The lower level court appointed an expert team to determine our outstanding obligations and the respective amounts involved. In December 2018, we signed a new agreement with the Municipality of Volta Redonda to end the legal dispute through reciprocal concessions,concessions. The agreement was ratified by the court with which asthe case is pending and the State Public Prosecutor’s Office appealed for the agreement to be annulled. As of the date of this annual report, this appeal is awaiting court approval.pending judgment.

We are subject to a civil investigation regarding our activities in Arcos to verify (i) the environmental requirements of our cement plant in the city of Arcos; (ii) the monitoring and mitigation of the environmental impacts of the cement plant’s activities; (iii) our compliance with the conditions of our environmental permits, including the creation of a museum within the Corumbá ecological station and the creation of a private natural reserve (Reserva Particular de Patrimônio Natural); and (iv) our actions for the preservation of cultural heritage and compensatory measures. In February 2011, we signed a TAC to fulfill the Public Prosecutor’s Office’s requirements. Declaration of complianceIn 2019, the Public Prosecutor’s Office declared that we had complied with one item ofour obligations under the TAC is pending for its closure.and closed the TAC.

In 2009 and 2010, we signed agreements with the Public Prosecutor’s Office regarding environmental liabilities caused by coal mining in the Southern Region of Santa Catarina until the 1990s. The environmental liabilities covered by the agreements include restoration of certain areas. Our compliance with the agreement was questioned in 2015 by the Public Prosecutor’s Office, who may seek to impose fines, freeze our bank accounts or initiate a criminal investigation. In June 2018, we settled a judicial agreement in order to extend the deadlines for this restoration. We expect to enter into a new agreement with government authorities and other parties involved in this claim in order to set cost-effective and functional standards for restoration.

In December 2019, the Public Prosecutor’s Office filed a public civil action against TECON and INEA to suspend the environmental licensing process of TECON’s container terminal until completion of the study on the environmental support capacity of the Sepetiba Bay. In December 2019, the court rejected the preliminary injunction requested by the Public Prosecutor’s Office to suspend the licensing process. As of the date of this annual report, TECON has not yet received service of process for this public civil action.

In June 2019, we filed a lawsuit to contest a notification from INEA regarding suspension of the solid bulk operations at TECON due to these operations allegedly not being within the scope of permitted activities under TECON’s operating license. We also requested a preliminary injunction, which was granted, to suspend the effects of the notification and to continue solid bulk operations pending final judgment of the lawsuit. As of the date of this annual report, the proceeding is in its earlier stage in the lower court.

As a result of an accident involving a Brazilian mining company in November 2015, the state of Minas Gerais filed judicial proceedings against several mining companies, including us, based on a State Dam Inventory disclosed in 2014. The state seeks to investigate structures that do not provide technical stability guaranteed by an external auditor or which stability has not been attested to.

In March 2016, a public civil action was filed against us by the state of Minas Gerais and the State Environmental Foundation questioning the stability of a small structure installed inside an industrial areaandarea and used for collection and filtration of iron ore. After showing the action was based on outdated information, the state of Minas Gerais dismissed it. In August 2016, we were notified of a similar public civil action regarding anotherregardinganother structure of ours, Dique do Engenho. We presented documents to the state authorities proving the stability and security of Dique do Engenho and expect that this action will also be dismissed.

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In February 2018, the Public Prosecutor’s Office of the state of Minas Gerais filed a public civil action to compel our mining entity (Minérios Nacional) to take security measures at the Fernandinho dam complex. In March 2018, the injunction was partially granted to determine the adoption of security and control measures. We complied with the injunction and filed a counterclaim. The Public Prosecutor’s Office of the state of Minas Gerais is expected to file another counterclaim. In December 2018, FEAM and the state of Minas Gerais filed a public civil action pleading an injunction for us to present an emergency plan in relation to the Fernandinho dam complex and evidence of adoption of preventive structural measures, as well as definitive implementation of an emergency plan and a monthly security audit report.

In May 2017, CSN Mineração signed a TAC with SEMAD, aiming to promote environmental adaptations in its mining treatment unit.This TAC has been complied with and the respective environmental license duly issued.

In June 2017, CSN Mineração signed an additional TAC with SEMAD to formalize its application for a corrective installation license, promote environmental adaptations in its reutilization of mineral goods disposed in dams, infrastructure works and temporary disposal of materials.This TAC has been complied with and the respective environmental license duly issued.

In October 2017, CSN Mineração entered into an agreement with the Public Prosecutor’s Office of the state of Minas Gerais, agreeing to adopt certain measures, including some specified in the technical report prepared by the Public Prosecutor’s Office regarding the Casa de Pedra dam complex in order to adopt measures in compliance with the emergency plan for mining dams, as well as general recommendations on the location, works, types of dams and audits of the Casa de Pedra dam complex. We fulfilled the commitments listed in the agreement.

Other Legal Proceedings

We are defendants in other administrative and judicial proceedings involving claims in the aggregate amount of R$35,785 million as of December 31, 2019, as compared to R$31,612 million as of December 31, 2018, (as compared to R$30,639 million as of December 31, 2017), of which (i) R$28,83232,110 million relate to tax contingencies as of December 31, 20182019 (R$27,45728,832 million as of December 31, 2017)2018), (ii) R$1,0241,814 million relate to civil contingencies as of December 31, 20182019 (R$1,2101,024 million as of December 31, 2017)2018), (iii) R$1,5371,560 million relate to labor contingencies and social security contingencies as of December 31, 20182019 (R$1,5701,537 million as of December 31, 2017)2018) and (iv) R$220300 million relate to environmental contingencies as of December 31, 20182019 (R$402.4220 million as of December 31, 2017)2018). Our legal counsel has assessed these contingencies as entailing a risk of possible loss and, therefore, no provision has been recorded for these contingencies.

Independent Investigation

Following media reports about statements made as part of a plea bargain testimony in a criminal proceeding not involving us that irregular election funding of R$16.5 million was allegedly arranged by our chairman and chief executive officer and made by us in connection with the construction of the Long Steel Plant in Volta Redonda in the 2010-2014 period, in May 2017, our audit committee decided to engage external forensic specialists and legal advisors to conduct an independent investigation regarding these allegations.

The independent investigation was conducted over a seven-month period, as directed by our independent audit committee, and the specialists and advisors involved were provided access to members of our senior management, including our chairman and chief executive officer, and information and documents related to the contracts, parties and periods implicated in the allegations. In November 2017, the investigation, based on the data reviewed, concluded with no findings of misconduct by us involving the contracts and periods alleged, or any evidence of any misconduct involving the parties mentioned in the allegations. As a result, we have not recorded any contingencies in this regard.

In October 2017, we were informed that the Public Prosecutor’s Office opened an investigation into our chairman and chief executive officer regarding the same allegations. In February 2018, Brazil’s Supreme Court ruled that, because the case relates to alleged violations of an electoral nature, it did notbelongnot belong in federal court. As a result, the Supreme Court ordered the withdrawal of the case from federal court and referred it to electoral court. We have not been the subject of any investigation by any governmental or enforcement agencies with respect to these allegations. Additionally, since the case’s referral to electoral court, no evidence or testimony has been requested to date and no new documents have been filed. We cannot assure that there will not be further facts or developments related to the inquiry, or further formal or informal allegations or related investigations against us, our affiliates or any of our officers, directors or shareholders, which could materially and adversely affect our reputation or the trading price of our common shares or ADSs.

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Dividend Policy

General

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. We have 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.

Brazilian companies are also permitted to pay limited amounts of interest on shareholders’ equity to holders of equity securities and to treat these payments as an expense for Brazilian income tax purposes. These payments, net of withholding income tax, may be included in determining whether the statutory minimum dividend requirement has been met, subject to shareholder approval.

For dividends declared during the past five years, see “Item 3A. Selected Financial Data.”

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 for each fiscal year, either (i) the portion of the profits as may be stated in our bylaws or, in the event the latter is silent in this regard, (ii) an amount equal to 50% of the net profits as increased or reduced by: (a) amounts allocated to the legal reserve; (b) amounts allocated to the contingency reserve and the tax incentive reserve, if any; and (c) any reversion of 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, have 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 at least 25% of our adjusted net profits, which amount shall include any interest paid on capital during that year. See “––Mandatory Dividend” below.

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 our 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 bylaws 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 arespecified. There cannot be anybeany allocation to such reserves if it affects payment of the mandatory dividend (as defined below). Our bylaws 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 bylaws do not provide for any other discretionary reserve.

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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.

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.

Unrealized Profits Reserve. Under Brazilian Corporate Law, we may allocate the amount by which the mandatory dividend exceeds our realized net profits in a given fiscal year 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 we use this surplus 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. Our audited consolidated financial statements included elsewhere hereinin this annual report have been prepared in accordance with IFRS and, although our allocations to reserves and dividends are reflected in the financial statements, investors will not be able to calculate the allocations or required dividend amounts from these 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. We do not consider amounts allocated to our capital reserve 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.

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 our adjusted profits, or 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 our 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 permits.

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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’ 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.

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.

In August 2018, a federal court of tax enforcement blocked our distribution of an extraordinary dividend in the amount of R$890.0 million due to ongoing tax proceedings we are party to, which ruling was reversed in December 2018.

Additional Payments on Shareholders’ Equity

Brazilian companies are 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 shareholders’ equity is calculated based on the TJLP as determined by the Central Bank on a quarterly basis and applied to each shareholder’s portion of net equity.

The TJLP is based on the annual profitability average of Brazilian public internal and external debt. The TJLP for 20182019 was 6.98%5.57%.

Interest on shareholders’ equity is deductible up to the greater of the following amounts: (i) 50% of our 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 profit reserves as of the date of the beginning of the fiscal year in respect of which the payment is made.made.

8B. Significant Changes

None.

Item 9. The Offer and Listing

9A. Offer and Listing Details

Our capital stock comprises common shares without par value (ações ordinárias) and each ADS represents one common share. Our common shares are traded on the B3 under the symbol “CSNA3.” The ADSs, which are issued under a deposit agreement with JPMorgan Bank, N.A., as depositary, and substantially all of which are held of record by the Depository Trust Company, are traded on the NYSE under the symbol “SID.” There were no significant trading suspensions of our common shares or the ADSs in the last three years.

9B. Plan of Distribution

Not applicable.

9C. Regulation of Securities Markets

Trading on the B3 and NYSE

The B3 is the only Brazilian stock exchange on which private equity and private debt may be traded..traded.

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In May 2008, the São Paulo Stock Exchange and the Brazilian Mercantile and Futures Exchange merged, adopting the corporate name BM&FBOVESPA – Securities, Commodities and Futures Exchange(BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros), or BM&FBOVESPA. In March 2017, BM&FBOVESPA and Cetip S.A. –Mercados Organizados merged, creating B3. The B3 is one of the largest exchanges worldwide in terms of market value, the second largest in the Americas and the leading exchange in Latin America.

When shareholders trade in common and preferred shares on the B3, 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 second business day following the trade date. The B3 equities clearing is responsible for the registration, settlement and risk management of trades with shares through the PUMA Trading System.

In order to better control volatility, the B3 has adopted a “circuit breaker” mechanism pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the index of the stock exchange falls 10% or 15%, respectively, compared to the previous day’s closing index. If the market falls more than 20% compared to the previous day, the B3 may determine the suspension of trading in all markets for a defined period, at its sole discretion, and such decision must be disclosed to the market through the News Agency (ABO – Operações). The “circuit breaker” is not allowed to be started during the last 30 minutes of the trading session.

The B3 is significantly less liquid than the NYSE or other major exchanges in the world. As of December 31, 2018,2019, the aggregate market capitalization of the B3 was equivalent to R$62.687.9 trillion and the 10 largest companies listed on the B3 represented approximately 60.6%58.9% of the total market capitalization of all listed companies. In contrast, as of December 31, 2018,2019, the aggregate market capitalization of the NYSE was US$24.529.5 trillion. Although any of the outstanding shares of a listed company may trade on the B3, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by small groups of controlling persons, by government entities or by one principal shareholder. See “Item 3D. Risk Factors—Risks Relating to Our Common Shares and ADSs—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.”

As of December 31, 2018,2019, we accounted for approximately 40.6%5.9% of the market capitalization of all listed companies on the B3.

Regulation of the Brazilian Securities Markets

Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and securities markets, as well as 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 markets are governed by Law No. 6,385 dated December 7, 1976, as amended and supplemented, or the Brazilian Securities Law, the principal law governing the Brazilian securities markets, through Brazilian corporation law and regulations issued by the CVM, the Brazilian National Monetary Council (Conselho Monetário Nacional), or the CMN and the Central Bank. These laws and regulations, among others, provide for disclosure requirements applicable to issuers of traded securities, criminal sanctions for insider trading and price manipulation, and protection of minority shareholders. They also provide for licensing and oversight of brokerage firms and governance of Brazilian stock exchanges. However, the Brazilian securities markets are not as highly regulated and supervised as U.S. securities markets.

Under Brazilian Corporate Law, a company is either publicly held, (companhia aberta) or privately held (companhia fechada). All listed companies are registered with the CVM and are subject to reporting and regulatory requirements. A company registered with the CVM may trade its securities either on the B3 or in the Brazilian over-the-counter market. Shares of companies listed on the B3 may not simultaneously trade on the Brazilian over-the-counter market. The shares of a listed company may also be traded privately, subject to several limitations. To be listed on the B3, a company must be registered as a publicly held company with the CVM and apply for registration with the B3.

The trading of securities on the B3 may be halted at the request of a company in anticipation of a material announcement. Trading may also be suspended on the initiative of the B3 or the CVM, among other reasons,based on or due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or the B3.

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According to Law No. 6,385, dated December 7, 1976, a publicly held company must submit to the CVM and the B3 certain periodic information, including annual and quarterly reports prepared by management and independent auditors. This law also requires companies to file with the CVM shareholder agreements, notices of shareholders’ meetings and copies of the related minutes.

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Pursuant to CVM Resolution No. 358, as amended, the CVM revised and consolidated its requirements regarding the disclosure and use of information related to material facts and acts of publicly held companies, including the disclosure of trading and acquisition of securities issued by publicly held companies.

Such requirements include provisions that:

·       Establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, shareholder and management resolutions or any other facts related to a company’s business (whether occurring within the company or otherwise 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 material, which include, among others, the execution of agreements providing for a transfer of control, the entry or withdrawal of shareholders that provide any managing, financial, technological or administrative function 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 company’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 its 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, dated December 7, 2009, as amended, or CVM Rule No. 480, the CVM expanded the quantity and improved the quality of information required to be reported by issuers in Brazil. This rule provides the market with greater transparency and requires issuers to file annually a comprehensive reference form (Formulário de Referência) and a governance report (Informe de Governança). The reference form is in line with the shelf registration system recommended by the International Organization of Securities of Commissions (IOSCO) through which information is consolidated and subject to periodic update. Through the governance report we disclose information regarding governance practices set forth in the Brazilian Code of Corporate Governance, by the method of “practice or explain.” Each of our reference form and governance report are available on our investor relations website (www.ri.csn.com.br) or on the CVM’s website (http://www.cvm.gov.br).

The CVM also enacted Rule No. 481, dated December 17, 2009, as amended, to regulate two key issues involving general meetings of shareholders in publicly held companies: (i) the extent of information and documents to be provided in support of call notices (subject to prior disclosure to shareholders); and (ii) proxy solicitation for the exercise of voting rights. The rule aims to (i) improve the quality of information disclosed by publicly held companies to shareholders and to the market in general, favoring the use of the Internet; (ii) make the exercise of voting rights less costly and foster the participation of shareholders in general meetings, especially for companies with widely dispersed capital; and (iii) facilitate shareholder oversight of companies.

9D. Selling Shareholders

Not applicable.

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9E. Dilution

Not applicable.

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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 Brazilian 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 directly or indirectly related to this purpose, including: mining, cement and carbochemical business activities, the manufacture and assembly of metallic structures, construction, transportation, navigation and port activities; the generation, management and commercialization of energy; and the participation in the capital of other national or international companies.

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 an aggregate amount is fixed, our board of directors is responsible for the allocation. 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 incorporated hereinin this annual report by reference.

Capital Stock

As of December 31, 2018,2019, our capital stock comprised 1,387,524,047 common shares. Our bylaws authorize our board of directors to increase our capital stock to 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 conditions established by the CVM and Brazilian Corporate Law. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

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 its 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 electionanelection 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.

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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 Folha de São Paulo – Edição Regional, at least 15 days prior to the scheduled meeting date and no fewer than three times (in accordance with CVM Instruction No. 599/2015, our shareholders’ meeting must be convened 30 days prior to the scheduled meeting). 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 us, 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 our 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.

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 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 conferredon 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) anincorporaçãoas 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 of 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).

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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, the transfer is effected in 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.

The B3 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 B3 (through a Brazilian institution duly authorized to operate by the Central Bank and having a clearing account with the B3). The fact that those common shares are held in the custody of the B3 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 B3 and will be treated in the same way as registered shareholders.

Limitations on Ownership and Voting Rights by Non-Brazilians Shareholders

There are no restrictions on ownership or voting of our common shares by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of commonofcommon 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. 4,373 or its direct foreign investment regulations. See “Item 10D. Exchange Controls.”

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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) any direct or indirect acquisition or disposition of shares that exceeds 5%, 10%, 15%, and so on, of any class of capital stock of a listed company, (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 headquartered or 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 CMN.

According to Resolution No. 4,373, dated September 29, 2014, of the CMN, or Resolution 4,373, foreign investors may participate in almost all financial assets and engage in almost all transactions available in the Brazilian market, provided that certain requirements are fulfilled. Resolution 4,373 defines foreign investors as individuals and legal entities, mutual funds and others collective investment entities headquartered or domiciled outside Brazil. In accordance with Resolution 4,373 the foreign investor must:

·        indicate at least one representative in Brazil, with powers to practice all the actions relating to its investments;

·        complete the foreign investor registration form;

·        register as a foreign investor before the CVM, and register its foreign investment before the Central Bank; and

·        appoint a custodian, duly licensed by the Central Bank, if the Brazilian representative is not a financial institution.

Resolution 4,373, specifies the manner of custody and the permitted means for trading securities held by foreign investors. The offshore transfer or assignment of securities or other financial assets held by foreign investors pursuant to Resolution 4,373 is prohibited, except for transfers resulting from a corporate reorganization, or occurring upon the death of an investor by operation of law or will.

Resolution 4,373 also provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. It provides that (i) proceeds from the sale of ADSs by holders of ADRs outside Brazil are not subject to Brazilian foreign investment controls and (ii) holders of ADSs who are not residents of a low-tax jurisdiction (país com tributação favorecida), as defined by Brazilian law, will be entitled to favorable tax treatment.

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 ValoresBanco Bradesco 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. Pursuant to CMN Resolution No. 4,373, in order for an investor to surrender ADSs for the purpose of withdrawing the shares represented thereby, the investor is required to appoint a Brazilian financial institution duly authorized by the Central Bank and the CVM to act as its legal representative, who shallwhoshall be responsible, among other things, for keeping and updating the investors’ certificates of registrations with the Central Bank, which entitles registered foreign investors to trade the underlying shares directly on the B3.


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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. See “Item 3D. Risk Factors—Risks Relating to our Common Shares and ADSs— If you surrender ADSs and withdraw common shares, you risk forfeiting Brazilian tax advantages and losing the ability to timely remit foreign currency abroad.”

10E. Taxation

The following is a summary of certain Brazilian and U.S. federal income 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 the ADS 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. Additionally, no assurance can be given that the countries will continue to accept this offset.

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.

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 (“Non-Resident Holder”). It is based on Brazilian law as currently in effect. Any change in such law may change the consequences described below, possibly with retroactive effect. This discussion does not 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 4,373, of September 2014, of the National Monetary Council (a “4,373 Holder”).

Taxation of Dividends and Interest on Shareholders’ Equity

Dividends, including stock dividends and other dividends, paid by us (i) to the ADS depositary in respect of the common shares underlying the ADSs or (ii) to a Non-Resident Holder in respect of common shares, are currentlyarecurrently 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, but CSN does not have any profits generated prior to January 1, 1996.

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As of January 1, 2008, Brazil adopted new GAAP, following IFRS standards. Brazilian income taxes were then calculated under a temporary regime called Transitional Tax Regime (RTT, in the Portuguese acronym) meant 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 2014, 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 TJLP, as determined by the Central Bank from time to time, multiplied by the sum of determined net equity accounts 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. If the Non-Resident Holder is domiciled in Japan, due to a tax treaty signed with Brazil, the tax rate is 12.5%.

For this purpose, a “tax haven” or “low-tax regime” is a country or location (i) that does not impose income tax, (ii) where the income tax rate is lower than 20% or (iii) where the local legislation imposes restrictions on disclosing the shareholding composition or ownership of the investment (“Tax Haven Jurisdiction”). Ordinance No. 488, dated November 28, 2014, reduced to 17% the maximum income tax rate that may be imposed by a given jurisdiction for characterization of a Tax Haven Jurisdiction, as long as the jurisdiction complies with international tax transparency standards. Subsequently, tax authorities provided that compliance with such standards requires: (a) signature of or conclusion of negotiation to sign a treaty or agreement allowing the exchange of information related to identification of income beneficiaries, corporate structure, ownership of goods or rights or economic transactions and (b) commitment to the criteria defined in international anti-tax evasion forums of which Brazil is a member. Tax authorities regularly issue a list of jurisdictions which are considered Tax Haven Jurisdictions. This list is currently set forth in Normative Instruction No. 1,037/10, as amended.

These payments of interest on shareholders’ equity may be included as part of any mandatory dividend. To the extent payment of interest on shareholders’ equity is included, the company may be required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable 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 4,373 Holder and (ii) is not resident or domiciled in a Tax Haven Jurisdiction; and

·        in all other cases,are subject to income tax at a rate of up15% in case of gains realized by (i) a Non-Resident Holder that (x) is not a 4,373 Holder and (y) is not resident or domiciled in a Tax Haven Jurisdiction; or (ii) a Non-Resident Holder that (x) is a 4,373 Holder and (y) is resident or domiciled in a Tax Haven Jurisdiction; and

·are subject to income tax at a rate of 25%. in case of gains realized by a Non-Resident Holder that (i) is not a 4,373 Holder and (ii) is resident or domiciled in a Tax Haven Jurisdiction.

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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 4,373 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 rates varying from 15% to 22.5%, depending on the total amount of gains within two consecutive fiscal years (see table below) 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 4,373 Holder; and

·        are subject to income tax at a rate of 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 4,373 Holder.

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 two fiscal years)

15%

Total gains below R$5 million

17.5%

Total gains above R$5 million, but below R$10 million

20%

Total gains above R$10 million, but below R$30 million

22.5%

Total gains above R$30 million

 

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.

The statutory definition of a Tax Haven Jurisdiction for the purpose of income taxation on gains should differ depending on whether or not a holder is a 4,373 Holder. In the case of a 4,373 Holder, the definition of Tax Haven Jurisdiction should not comprise jurisdictions where the local legislation imposes restrictions on disclosing the shareholding composition or ownership of the investment. However, the list provided for in Normative Instruction No. 1,037/10 does not seem to differ from the Tax Haven Jurisdiction definition for the purposes of 4,373 Holders.

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 in reaisis 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 rates of up to 25%.

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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, regardless if the purchaser is a Brazilian resident or not. 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 Brazilian withholding tax. However, due to the lack of any administrative or judicial guidance, there is no assurance that this interpretation would prevail. If the ADSs are deemed to be assets located in Brazil, gains recognized by a Non-Brazilian Holder from the sale or other disposition to either a non-resident or a resident in Brazil may be subject to income tax in Brazil according to the rules described in “––Taxation of Gains” above.

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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 shares or, in the case of other market investors under Resolution No. 4,373, the acquisition cost of the common shares, as the case may be, is lower than:

·        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 rates up to 25%. In some circumstances, there may be arguments that this tax treatment is not applicable in the case of 4,373 Holders that are not located 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 in reaisand conversion of reaisinto 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.

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IOF on Bonds and Securities Transactions

IOF may also be levied on transactions involving bonds and securities(“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. The Brazilian Government may increase the rate of the IOF/Exchange up to 1.5% per day at any time, but such an increase will only apply in respect of future transactions.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of common shares or ADSs by a non-Brazilian holder, except for gift and inheritance taxes which are levied by some states of Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil to individuals or entities resident or domiciled within that state in Brazil. There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of common shares or ADSs.

U.S. Federal Income Tax Considerations

The summary discussion below is applicable to you only if you are a “U.S. Holder” or a “Non-U.S. Holder” (both as defined below) that holds the common shares or ADSs as “capital assets” (generally property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). This summary is based upon the Internal Revenue Code, of 1986, as

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amended (the “Code”),its legislative history, Treasury regulations, administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”) and judicial 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.

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, have owned or are treated as owning, directly, indirectly or constructively 10% or more of our voting stock by vote or value, “controlled foreign corporations”, certain investors who file applicable financial statements required to recognize income when the associated revenue is reflected on such financial statements, investors that hold the common 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 (or any other entity taxable as a partnership for U.S. federal income tax purposes) holds our common shares or ADSs, the U.S. federal 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, 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.

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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 Shareholders’ equity under Brazilian law and (ii) amounts withheld in respect of Brazilian 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 the ADS 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 non-taxable return of capital to the extent of the U.S. Holder’s adjusted tax basis in the common shares or ADSs and thereafter as capital gain, which will be either long-term or short-term capital gain depending on whether the U.S. holder held the common shares or ADSs for more than one year. We do not intend to maintain calculations of our earnings and profits under U.S. federal income tax principles and, unless and until such calculations are made, U.S. Holders should assume all distributions are made out of earnings and profits and constitute dividend income.

The dividend income will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Subject to certain exceptions for short-term and hedged positions certain non-corporate U.S. Holders (including individuals) may qualify for a maximum 20% rate of tax in respect of “qualified dividend income” received.

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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, the ADSs 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 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.

The amount of the dividend distribution includible in gross income of a U.S. Holder will be the U.S. dollar value of therealpayments made, determined at the spot real/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,A U.S. Holder should not recognize any foreign currency gain or loss resulting from currency exchange fluctuations during the period from the date thein respect of such dividend payment is includible in gross income to the dateif such payment isreais are converted into U.S. dollars on the date received by the U.S. Holder. If the reais are not converted into U.S. dollars on the date of receipt, however, gain or loss, may be recognized upon a subsequent sale or other disposition of the reais. Such foreign currency gain or loss, if any, 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. U.S. Holders should consult with their own tax advisors regarding the treatment of any foreign currency gain or loss if any reais received as a dividend on our common shares or ADSs is not converted into U.S. dollars on the date of receipt.

Dividends received by most U.S. holders will constitute foreign source “passive income” for foreign tax credit purposes. For purposes of the U.S. foreign tax credit limitation, foreign source income is separated into different “baskets,” and the credit for foreign taxes on income in any basket is limited to the U.S. federal income tax allocable to such income. 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 respectwithrespect to common shares represented by ADSs could be affected by future action taken by the U.S. Treasury Department.

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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 Shareholders 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, be subject to an additional “branch profits tax” (at a 30% rate or at a reduced rate as may be specified by an applicable income tax treaty).

Taxation of Capital Gains

U.S. Holders

Subject to the PFIC rules discussed below, upon a sale, redemption or other taxable disposition of common shares or ADSs, a U.S. Holder will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized (before deduction of any Brazilian tax) and the U.S. Holder’s adjusted tax basis (determined in U.S. dollars) in the common shares or ADSs. Generally, a non-corporate U.S. Holder’s gain or loss willmay be capital gain or loss taxed at a maximum rate of 20%subject to preferential rates 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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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 “—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.sources from the relevant foreign tax basket. 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).

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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 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 non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-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.

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 which the 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” on a “qualified exchange.” Under applicable U.S. Treasury regulations, a “qualified exchange” includes a national securities exchange, such as the NYSE, 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 in de minimis quantities, on at least 15 days during each calendar quarter. We cannot assure you that the 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 closetheclose 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 income or loss 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.

A U.S. Holder who owns common shares or ADSs during any taxable year that we are a PFIC in excess of certainde minimis 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 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.

119


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 received 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. Backup withholding is not an additional tax. 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.

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“Specified Foreign Financial Asset” Reporting

Owners of “specified foreign financial assets” with an aggregate value in excess of US$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 foreignnon-U.S. 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 foreignnon-U.S. entities.

Prospective purchasers should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations as well as any additional tax consequences resulting from purchasing, holding or disposing of common shares or ADSs, including the applicability and effect of the tax laws of any state, local or foreign jurisdiction, including estate, gift, and inheritance laws.

10F. Dividends and Paying Agents

Not applicable.

10G. Statement by Experts

Not applicable.

10H. Documents on Display

We are subject to the information requirements of the Exchange Act and, accordingly, file reports and other information with the SEC. Reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain further information about the operation of the Public Reference Room by calling the SEC at 1+1 (800)SEC-0330. Our SEC filings are also available to the public from the SEC’s website athttp://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 the 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.

120


10I. Subsidiary Information

Not applicable.

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 or commodities prices could adversely affect the value of our financial assets, liabilities, expected future cash flows or earnings. We maintain policies aimed at managing our exposure to these market risks. We may use financial instruments, such as derivatives, in order to achieve the main goals established by our board of directors to minimize our cost of capital and maximize our returns on financial assets, while observing credit and risk parameters, as determined by our board of directors. Derivatives are contracts whose value derives from one or more underlying financial instruments, indexes or prices defined in the contract. We only use well-understood and conventional derivative instruments 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 internal controls in order to:

·        understand market risks;

·        reduce our probability of financial losses; and

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·        reduce the volatility of our financial results.

The principal tools used by our treasury department are:

·        Sensitivity Analysis. This 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. This measures the worst possible loss from a set of consistent scenarios to which probabilities are not assigned. The scenarios are deliberately chosen to include extreme changes in interest and currency exchange rates.

Following is a discussion of the primary market risk exposures that we face together with an analysis of our exposure to each one.

Interest Rate Risk

We are exposed to interest rate risk on short- and long-term instruments as a result of refinancing of fixed-rate instruments included in our consolidated debt. Consequently, in addition to managing the currency and maturity of our debt, we manage interest costs through a balance between floating rate debt, which has inherently higher risk, and fixed-rate debt. We canmay use derivatives to achieve the desired ratio between floating-rate debt and fixed-rate debt, which ratio varies according to market conditions.

We are exposed to the following floating interest rates:

·        U.S. dollar LIBOR, due to our floating rate U.S. dollar-denominated debt (usually trade finance related) and our cash position held offshore in U.S. dollars, which is invested in short-term instrument;

·        TJLP, due toreal-denominated debt indexed to this interest rate; and

·        CDI (benchmark Brazilianrealovernight rate), due to our cash held in Brazil (onshore cash) and to our CDI indexed debt.

 

 

 

 

Maturities

Exposure as of December 31, 2018*

 (amortization)

 

Notional amount

 

2019

 

2020

 

2021

 

2022

 

2023

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar LIBOR

 

4,334

 

1,770

 

1,073

 

480

 

608

 

403

 

-

 

              

U.S. dollar fixed rate

 

12,126

 

1,949

 

-

 

-

 

3,728

 

-

 

6,449

 

              

CDI

 

10,037

 

955

 

2,363

 

2,619

 

2,928

 

1,172

 

-

 

              

Euro fixed rate

 

111

 

111

 

-

 

-

 

-

 

-

 

-

 

              

TJLP

 

881

 

69

 

56

 

55

 

54

 

65

 

583

 

              

Other

 

602

 

299

 

84

 

159

 

60

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

Exposure as of December 31, 2018*

 (amortization)

 

Notional amount

 

2019

 

2020

 

2021

 

2022

 

2023

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. dollar LIBOR

 

4,800

 

969

 

2,348

 

1,021

 

462

 

-

 

-

 

              

U.S. dollar fixed rate

 

10,449

 

1,835

 

3,383

 

-

 

-

 

1,356

 

3,875

 

              

CDI

 

11,667

 

1,857

 

845

 

2,356

 

2,663

 

2,669

 

1,275

 

              

Euro fixed rate

 

213

 

107

 

106

 

-

 

-

 

-

 

-

 

              

TJLP

 

968

 

76

 

66

 

59

 

58

 

57

 

652

 

              

Other

 

555

 

547

 

5

 

3

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Maturities

Exposure as of December 31, 2017*

 (amortization)

Notional amount

2018

2019

2020

2021

2022

Thereafter

 

 

 

 

 

 

 

 

U.S. dollar LIBOR

4,845

747

1,655

1,674

541

228

-

 

       

U.S. dollar fixed rate

8,920

-

2,238

3,374

-

-

3,308

 

       

CDI

13,551

4,708

3,178

2,361

1,627

1,557

120

 

       

Euro fixed rate

285

95

95

95

-

-

-

 

       

TJLP

1,025

67

72

66

58

57

705

 

       

Other

541

531

3

3

3

1

-

 

 

 

 

 

 

 

 

*All figures in millions ofreais.

 

Our cash and cash equivalents were as follows:

 

December 31, 2018

 

December 31, 2017

 

Exposure

 

December 31, 2019

 

December 31, 2018

 

Exposure

Cash inreais:

 

778

 

842 

 

CDI 

 

397

 

778

 

CDI 

Cash in U.S. dollars:

 

379

 

781

 

LIBOR 

 

392

 

379

 

LIBOR 

 

The following table sets forth the average interest rate of our borrowings and financing:

 

 

 

Consolidated

 

 

 

Consolidated

 

 

 

As of December 31, 2018

 

 

 

As of December 31, 2019

 

Average interest rate(*)

 

Total Debt

(in thousands of R$)

 

Average interest rate(*)

 

Total Debt

(in thousands of R$)

US$

 

5.88%

 

15,950,646

 

6.66%

 

16,558,452

R$

 

8.19%

 

12,704,504

 

5.71%

 

11,161,806

EUR

 

3.88%

 

287,591

 

2.20%

 

370,445

 

 

 

28,942,741

 

 

 

28,090,703

_______________________

(*)   In order to determine the average interest rates for our borrowings and financing agreements with floating rates, we used rates as of December 31, 2018.2019.

 

We may conduct U.S. dollar futures operations on the B3 to ensure the forward purchase or sale of U.S. dollars, which are settled by the difference in contracted R$/US$ buy or sell parity against the R$/US$ sell or buy parity, defined by the future U.S. dollar contracts traded on the B3 with daily adjustments and exchange swap agreements. The main purpose of these operations is to hedge liabilities indexed to the U.S. dollar from Brazilianrealfluctuations, which are affected by market, economic, political, regulatory and geopolitical conditions, among others. The gains and losses from these contracts are directly related to U.S. dollar exchange and CDI fluctuations. The following tables set forth the duration of our U.S. dollar and fixed-rate derivatives:

December 31, 2019

(in millions, unless otherwise indicated)

Functional Currency

Notional Amount

Average Interest

Average Maturity (days)

DI future

Real

-

-

-

Hedge accounting of export

U.S. dollar

2,531

-

Hedge accounting net investment

Euro

24

-

CDI-to-U.S. dollar swap

U.S. dollar

67

-

Fixed rate-to-CDI interest rate swap

Real

-

December 31, 2018

 

 

 

 

 

 

 

 

(in millions, unless otherwise indicated)

 

Functional Currency

 

Notional Amount

 

Average Interest

 

Average Maturity (days)

DI future

 

Real

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Hedge accounting of export

 

U.S. Dollardollar

 

2,076

 

-

  

 

 

 

 

 

 

 

 

 

Hedge accounting net investment

 

Euro

 

48

 

-

  

 

 

 

 

 

 

 

 

 

CDI-to-fixed rate interest rate swap

 

Real

-

Fixed rate-to-CDI interest rate swap

Real

-

December 31, 2017

(in millions, unless otherwise indicated)

Functional Currency

Notional Amount

Average Interest

Average Maturity (days)

DI future

Real

-

-

-

Hedge accounting of export

U.S. Dollar

1,318

-

Hedge accounting net investment

Euro

72

-

CDI-to-fixed rate interest rate swap

Real

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Fixed rate-to-CDI interest rate swap

 

Real

 

-

 

-

 

-

122

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Foreign Currency Exchange Rate Risk

Fluctuations in exchange rates can have significant effects on our operating results. They affect the value 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 attemptcontract derivatives to manage certain of our net foreign exchange rate exposures, trying to balance our non-realdenominated assets with our non-realdenominated liabilities and using derivative instruments to match them. However, at any given time we may have significant foreign currency exchange rate risk exposure.

Our exposure to the U.S. dollar is due to the following contract categories:

·        U.S. dollar-denominated debt;

·        offshore cash;

·        currency derivatives;

·        U.S. dollar indexed accounts payable and receivable (usually related to international trade,i.e., imports and exports); and

·        offshore investments, which comprise assets purchased offshore and denominated in U.S. dollars on our balance sheet.

 

December 31, 2018 

December 31, 2017

 

December 31, 2018

December 31, 2019 

U.S. dollar liabilities

 

 

 

 

 

Loans and financing

 

4,117

4,333

 

4,117

4,097

Trade accounts payable

 

175

97

 

175

69

Intercompany loans

 

0

 

-

-

Others

 

4

 

4

3

Total liabilities

 

4,296

4,434

 

4,296

4,169

 

 

 

 

 

U.S. dollar assets

 

 

 

 

 

Offshore cash and cash equivalents

 

377

777

 

377

105

Guarantee margin

 

-

 

-

-

Trade accounts receivable

 

358

311

 

358

346

Advances to suppliers

 

-

 

-

-

Intercompany loans

 

0

 

-

-

Other

 

9

3

 

9

4

Total assets

 

744

1,091 

 

744

455

 

 

 

 

 

Total U.S. dollar exposure

 

(3,552)

(3,343)

 

(3,552)

(3,714)

 

 

 

 

 

Cash flow – hedge accounting

 

2,076

1,318

 

2,076

2,531

Total U.S. dollar net exposure

 

(1,476)

(2,025)

 

(1,476)

(1,116)

Perpetual bonds

 

1,000

 

1,000

1,000

Total U.S. dollar net exposure, excluding perpetual bonds

 

(476) 

(1,025) 

 

(476) 

(116)

 

123


Our exposure to the euro is due to the following contract categories:

·        euro-denominated debt;

·        offshore cash;

·        euro 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, 2018

 

December 31, 2017

 

December 31, 2018

December 31, 2019

Euro liabilities

 

 

 

 

 

 

 

Loans and financing

 

49

 

73

 

49

24

Trade accounts payable

 

8

 

2

 

8

10

Others

 

1

 

3

 

1

1

Total liabilities

 

58

 

78

 

58

35

 

 

 

 

 

 

 

Euro assets

 

 

 

 

 

 

 

Offshore cash and cash equivalents

 

3

 

3

 

3

11

Trade accounts receivable

 

1

 

3

 

1

1

Intercompany loans

 

-

 

-

 

-

-

Advances to suppliers

 

-

 

-

 

-

-

Other

 

5

 

4

 

5

6

Total assets

 

9

 

9

 

9

18

 

 

 

 

 

 

 

Total euro exposure

 

(49)

 

(69)

 

(49)

(18)

 

 

 

 

 

 

 

Derivative notional

 

0

 

0

 

-

-

Investment – hedge accounting

 

48

 

72

 

48

24

Perpetual bonds

 

-

 

-

 

-

-

Total euro net exposure, excluding perpetual bonds

 

(1)

 

3

 

(1)

6

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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, iron ore 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. We do not currently hedge our exposure to commodity price fluctuations.

Sensitivity Analysis

In the Brazilian macroeconomic environment, exchange rate variation is the most significant market risk we face.

The U.S. dollar/real exchange had an annual volatility of approximately 16%14% from 20162017 to 2018.2019.

Sensitivity Analysis of Derivative Financial Instruments and Foreign Exchange Exposure

Scenarios 1 and 2 represent 25% and 50% appreciation of the foreign currency, using the respective closing selling rate as of December 31, 2017,2019, as reported by the Central Bank, as a benchmark.

The currencies used in the sensitivity analysis and the respective scenarios are as follows:

 

December 31, 2018

       

December 31, 2019

Currency

Exchange rate

Probable scenario

Scenario 1

Scenario 2

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

U.S. dollar toreal

 3.8748

3.7626

4.8435

5.8122

 

4.0307

 

4.4946

 

5.0384

 

6.0461

Euro toreal

4.439

4.2833

5.5488

6.6585

 

4.5305

 

5.0038

 

5.6631

 

6.7958

U.S. dollar to euro

 

1.1234

 

1.1122

 

1.4043

 

1.6851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

Interest

Interest rate

Scenario 1

Scenario 2

 

CDI

6.40%

8.00%

9.6%

 

TJLP

6.98%

8.73%

10.47%

 

LIBOR

2.88%

3.60%

4.32%

 

        

December 31, 2018

Currency

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

U.S. dollar toreal

 

3.8748

 

3.7626

 

4.8435

 

5.8122

Euro toreal

 

4.4390

 

4.2833

 

5.5488

 

6.6585

U.S. dollar to euro

 

1.1456

 

1.1346

 

1.4320

 

1.7184

 

 

 

 

 

 

 

 

 

124


 

Set forth below are the effects on our income statement of scenarios 1 and 2:

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Instruments

Notional amount

Risk

Probable scenario (*)

Scenario 1

Scenario 2 

 

 

 

 

 

 

Hedge accounting of exports

2,530,713

U.S. dollar

1,173,998

2,550,136

5,100,272

 

 

 

 

 

 

Swap CDI x U.S. dollar

67,000

U.S. dollar

31,081

67,514

135,028

 

 

 

 

 

 

 

 

 

 

 

 

Exchange position functional currency

(not including exchange derivatives above)

(3,713,598)

U.S. dollar

(1,722,738)

(3,742,100)

(7,484,200)

 

 

 

 

 

 

Consolidated exchange position (including exchange derivatives above)

(1,115,885)

U.S. dollar

(517,659)

(1,124,450)

(2,248,900)

 

 

 

 

 

 

Hedge accounting net investment

24,000

Euro

11,359

27,183

54,366

 

 

 

 

 

 

Exchange position functional currency (not including exchange derivatives above)

(17,915)

Euro

(8,479)

(20,291)

(40,582)

 

 

 

 

 

 

Consolidated exchange position

(including exchange derivatives above)

6,085

Euro

2,880

6,892

13,784

 

 

 

 

 

 

Foreign exchange swap U.S. dollar to euro

12,875

U.S. dollar

(1,887)

9,021

15,944

 

 

 

 

 

 

_______________________

(*)   We calculated the probable scenario considering the following variations: 2.89% appreciation11.15% depreciation of thereal against the U.S. dollar, and 3.51% appreciation10.45% depreciation of thereal against the euro.euro and 1.0% appreciation of the euro against the U.S. dollar.

Source: Central Bank as of January 25, 2019.March 2, 2020.

 

Sensitivity Analysis of Changes in Interest Rates

Scenarios 1 and 2 represent 25% and 50 %,50%, respectively, interest volatility growth as of December 31, 2018.2019.

(in thousands ofRS)

(in thousands ofRS)

 

 

 

 

 

 

 

Impact on profit or loss

(in thousands ofRS)

 

 

 

 

 

 

 

Impact on profit or loss

Changes in interest rates

 

% p.a.

 

Assets

 

Liabilities

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

 

% p.a.

 

Assets

 

Liabilities

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

TJLP

 

6.98

 

 

 

 (954,635)

 

 (2,793)

 

 (16,658)

 

 (33,316)

 

5.57

 

 

 

(870,637)

 

(2,481)

 

(12,124)

 

(24,248)

Libor

 

2.88

 

 

 

 (4,799,586)

 

 (47,391)

 

 (34,505)

 

 (69,010)

 

1.91

 

 

 

(4,275,363)

 

(57,620)

 

(20,438)

 

(40,876)

CDI

 

6.40

 

609,480

 

 (11,667,006)

 

 (53,528)

 

 (176,924)

 

 (353,848)

 

4.40

 

462,831

 

(10,148,220)

 

(28,594)

 

(106,539)

 

(213,078)

_______________________

(*)   This sensitivity analysis assumes a probable scenario of interest rates as of December 31, 2018,2019, as recorded in our assets and liabilities

 

Market Price Riskof Our Common Shares

We are exposed to the risk of changes in the market price of our common shares due to investments made and investments classified as available-for-sale.recorded at fair value through profit or loss.

Item 12. Description of Securities Other Than Equity Securities

American Depositary Shares

JP Morgan Chase Bank, N.A. serves as the depositary for the 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.

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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 or stock splits

 

US$5.00 for each 100 ADSs (or portion thereof)

Deposit of securities, including in respect of share, rights and other distributions

 

US$5.00 for each 100 ADSs (or portion thereof)

Withdrawal of deposited securities

 

US$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, 2018, such2019, these reimbursements totaledwere US$1.2 million.

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

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

None.

PART II

Item 15. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2018,2019, CSN’s disclosure controls and procedures are effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

Our internal control over financial reporting is a process designed under the supervision of our chief executive officer and chief financial officer and our audit committee 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 our consolidated financial statements for external purposes in accordance with IFRS.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our 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.

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Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013). Based on this assessment, we concluded that our internal control over financial reporting is effective as of December 31, 2018.2019.

Attestation Report of the Independent Registered Public Accounting Firm

Grant Thornton Auditores Independentes, our independent registered public accounting firm, audited, as of December 31, 2018,2019, our internal control over financial reporting. For Grant Thornton Auditores Independentes’ report dated April 4, 2019,2, 2020, see our audited consolidated financial statements included elsewhere herein.in this annual report.

Item 16. [Reserved]Reserved

16A. Audit Committee Financial Expert

As of the date of this annual report, ourOur audit committee comprises twothree members and we are looking to appoint a third member at our boardeach of directors’ meeting following our next shareholders’ meeting.them satisfies the audit committee membership independence requirements set forth by the SEC, the NYSE and the Brazilian Corporate Law. After reviewing the qualifications of the members of our audit committee, our board of directors has determined that each member of our audit committee qualifies as an “audit committee financial expert,” as defined by the SEC. In addition, both members of our audit committee meet the applicable independence requirements both under Brazilian Corporate Law and under the NYSE rules.

Our audit committee may be assisted by an external consultant, whenever necessary, that renders financial and consulting services, among others.

16B. Code of Ethics

We adopted a Code of Ethics in 1998, reinforcing our ethical standards and the values that apply to all of our employees, including executive officers and directors.

Our Code of Ethics was updated in 2015 and in February 2016 copies were distributed to each employee of the organization, to the members of our board of directors and our audit committee, each of who signed a commitment letter, reinforcing their dedication to our established values. Since 2017, our Code of Ethics is available on our intranet to be consulted and accepted by employees electronically. In our governance structure, the compliance area is responsible for our integrity program, which aims to ensure compliance with ethical standards of conduct and transparency. This program includes continuous training for our employees and employees of our third parties, and also monitoring of compliance with laws, regulations, policies and internal standards.

There was no amendment to or waiver from any provision of our Code of Ethics in 2018.2019. 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 website atwww.csn.com.br.

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 years ended December 31, 20182019 and 2017,2018, Grant Thornton Auditores Independentes acted as our independent auditor.

The following table sets forth the services rendered and the related fees:

 

Year Ended December 31, 

 

Year ended December 31, 

 

2018

 

2017

 

2018

 

2019

 

(in thousands of R$)

 

(in thousands of R$)

Audit fees

 

4,969

 

5,889

 

4,969

 

4,703

Audit – related fees

 

259

 

354

 

259

 

1.535

Tax fees

 

-

 

-

 

-

 

-

Total

 

5,228

 

6,243

 

5,228

 

6,238

 

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Audit Fees

Audit fees in 20182019 and 20172018 comprised 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

In 20182019 and 2017,2018, 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.

Services additional to the examination of the financial statements are submitted for prior approval to our audit committee in order to ensure that they do not represent a conflict of interest or affect the auditors’ independence.

Tax Fees

In 20182019 and 2017,2018, there were no fees for tax services provided by our independent auditors.

16D. Exemptions from the Listing Standards for Audit Committees

As of the date of this annual report, our audit committee comprises two members and we are looking to appoint a third member at our board of directors’ meeting following our next shareholders’ meeting.Not applicable. For a discussion on our audit committee, see “Item 6C. Board Practices—Fiscal Committee” and “Item 6C. Board Practices—Audit Committee.”

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

In 2014, in accordance with the limits and provisions of CVM Instruction No. 10/80, our board of directors approved various share buyback programs with the purpose of holding shares in treasury for subsequent disposal or cancellation. In 2018, we maintained 7,409,500 shares in treasury.

Program

Board´s Authorization

Authorized Quantity

Program Period

Number Bought Back

Shares Cancellation

Shares Sold

Balance in Treasury

Board’s Authorization

Authorized Quantity

Program Period

Number Bought Back

Shares Cancellation

Shares Sold

Balance in Treasury

1st

03/13/2014

70,205,661

03/14/2014 04/14/2014

2,350,000

 

 

2,350,000

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

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

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

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

   

60,000,000

 

10,205,661

5th

07/18/2014

64,205,661

07/18/2014 08/18/2014

240,400

 

 

10,446,061

07/18/2014

64,205,661

07/18/2014 08/18/2014

240,400

 

 

10,446,061

08/19/2014

 

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

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

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

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

03/31/2015

32,770,055

04/01/2015 06/30/2015

0

 

 

30,391,000

10th

04/20/2018

30,391,000

04/20/2018 04/30/2018

 

22,981,500

7,409,500

04/20/2018

30,391,000

04/20/2018     04/30/2018

 

22,981,500

7,409,500

    

 

In April 2018 we sold 22,981,500 shares that we held in treasury at an average price of R$7.86 per share, equivalent to R$181million. We sold these shares at an average price of R$9.29 per share, totaling cash inflows in the amount of R$213 million. We recognized the surplus of R$32 million between the sale price of the shares and their purchase price in our capital reserve.

16F. Change in Registrant’s Certifying Accountant

Not applicable.

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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 practices 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 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.

Executive Sessions

NYSE rules require that the non-management directors 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 our 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 others, 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 others, 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.

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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 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. It also reports on our auditing policies and our annual audit plan prepared by our internal auditing team. Our audit committee 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 two-year terms.

As of the date of this annual report, our audit committee comprises two members,Mr. Yoshiaki Nakano, andMr. Antonio Bernardo Vieira Maia and we are looking to appoint a third member at our boardMr. Miguel Ethel Sobrinho. Our audit committee may be assisted by an external consultant, whenever necessary, that renders financial and consulting services, among others. Each of directors’ meeting following our next shareholders’ meeting. Boththe members of our audit committee satisfysatisfies the audit committee membership independence requirements set forth by the SEC and the NYSE. Each of the members of our audit committee has 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 6C. Board Practices—Fiscal Committee” and “Item 6C. Board Practices—Audit Committee.”

Code of Business Conduct and Ethics

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. We have adopted a Code of Ethics applicable to all our employees, including our executive officers and 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.”

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 or our Code of Ethics, institutional handbook or policies and procedures:

·        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.

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16H. Mine Safety Disclosure

Not Applicableapplicable 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 AdministrationAdministration.

130


Item 17. Financial Statements

See “Item 18. Financial Statements.”

PART III

Item 18. Financial Statements

Our following consolidated financial statements, together with the report of Grant Thornton 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, 20182019 and 20172018

 

FS- 1

Statements of income for the years ended December 31, 2019, 2018 2017 and 20162017

FS- 3

Statements of comprehensive income the years ended December 31, 2019, 2018 2017 and 20162017

FS- 4

Statements of cash flows for the years ended December 31, 2019, 2018 2017 and 20162017

FS- 5

Statements of changes in shareholders’ equity for the years ended December 31, 2019, 2018 2017 and 20162017

FS- 7

Notes to consolidated financial statements

FS- 9

 

 

Item 19. Exhibits

Exhibit

 

Description

Number

 

 

1.1

Bylaws of the registrant (English translation), incorporated hereinin this annual report by reference from our Form 6-K filed with the SEC on November 27, 2017.2017.

2.1

 

Form of Amended and Restated Deposit Agreement dated 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 hereinin this annual report by reference from our Registration Statement on Form F-6 filed with the SEC.

2.2

2.2

Form of Amendment No. 1 to the Deposit Agreement, incorporated hereinin this annual report by reference from our Registration Statement on Form F-6EF filed with the SEC on April 30, 2004.2004.

2.3

2.3

Form of Amendment No. 2 to the Deposit Agreement, including the form of American Depositary Receipt, incorporated hereinin this annual report by reference from our Registration Statement on Form F-6POS filed with the SEC on January 5, 2011.2011.

4.12.4

+

Description of the registrant’s securities registered under Section 12 of the Exchange Act.

4.1

Investment Agreement, dated November 21, 2014, among Companhia Siderúrgica Nacional, Brazil Japan Iron Ore Corporation, POSCO, China Steel Corporation, CSN Mineração S.A. and Nacional Minérios S.A., incorporated hereinin this annual report by reference from our Annual Report on Form 20-F for the year ended December 31, 2014, filed with the SEC on April 30, 2015.2015.

8.1

+

List of Subsidiaries.

12.1

+

Section 302 Certification of Chief Executive Officer.

12.2

+

Section 302 Certification of Chief Financial Officer.

13.1

+

Section 906 Certification of Chief Executive Officer.

13.2

+

Section 906 Certification of Chief Financial Officer.

15.2

15.2 

Consent of Snowden do Brasil Consultoria Ltda,Ltda., incorporated hereinin this annual report by reference from our Annual Report on Form 20-F for the year ended December 31, 2014, filed with the SEC on April 30, 2015.2015.

101.INS

+

XBRL Instance Document.

101.SCH

+

XBRL Taxonomy Extension Schema.

101.CAL

+

XBRL Taxonomy Extension Scheme Calculation Linkbase.

101.DEF

+

XBRL Taxonomy Extension Scheme Definition Linkbase.

101.LAB

+

XBRL Taxonomy Extension Scheme Label Linkbase.

101.PRE

+

XBRL Instance Document.

 

 

 

* Certain portions of the exhibit have been omitted from the public filing and were filed separately with the SEC with a request for confidential treatment.

+ Filed herewith.


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SIGNATURESIGNATURES

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 4, 2019

Companhia Siderúrgica Nacional

By:

/s/ Benjamin Steinbruch

Benjamin Steinbruch

Title:

Chief Executive Officer

By:

/s/ Marcelo Cunha Ribeiro

Marcelo Cunha Ribeiro

Title:

Chief Financial and Investor Relations Officer

 

132COMPANHIA SIDERÚRGICA NACIONAL

By:              /s/Benjamin Steinbruch
Name:
Benjamin Steinbruch
Title:Chief Executive Officer

By:              /s/Marcelo Cunha Ribeiro
Name:
Marcelo Cunha Ribeiro
Title:Chief Financial Officer and Investor Relations Officer

Dated: April 2, 2020

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Companhia Siderúrgica Nacional

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Companhia Siderúrgica Nacional and subsidiaries (the “Company”) as of December 31, 2018,2019, based on criteria established in the 2013Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established in the 2013Internal Control – Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2018,2019, and our report dated April 04, 20192nd, 2020 expressed an unqualified opinion on those financial statements. 

Basis for opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the 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.

 

FS - R1


Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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 generally accepted accounting principles, 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

 

/s/ Grant Thornton Auditores Independentes

São Paulo, Brazil

 

April 04, 201902, 2020

 

FS-R1


 

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Companhia Siderúrgica Nacional

Opinion on the consolidated financial statements

We have audited the accompanying consolidated balance sheets of Companhia Siderúrgica Nacional and subsidiaries (the “Company”) as of December 31, 20182019 and 2017,2018, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-yearthree-year period ended December 31, 2018,2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182019 and 2017,2018, and the results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2018,2019, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

We also have 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, 2018,2019, based on criteria established in the 2013Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated April 04, 20192nd, 2020 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 13.a) to the financial statements, the Company has changed its method of accounting for lease arrangements as of January 1st, 2019 due to the adoption of IFRS 16 “Leases”.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are

FS - R2


free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

EmphasisCritical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

1. Recoverable value of the investment in jointly controlled subsidiary (Note 8)

The Company has an investment in jointly controlled subsidiary Transnordestina Logística S.A. (“TLSA”) as of December 31, 2019, including gain on loss of control, in the amount of R$1,460 million, whose recoverable value should be tested for impairment annually, as required by International Accounting Standard 36 “IAS 36” – Impairment of assets. The Company, as an investor, conducts its evaluation of fair value in accordance with IAS 36, under a method that considers the investee’s capacity to distribute dividends, named Dividend Discount Model, which considers the flow of dividends discounted at present value using the equity capital in addition to other metrics and risks factors that increase the discount rate used. Accordingly, this matter was considered a critical audit matter due to the uncertainty inherent in the process of determining the estimates and judgments involved in preparing future cash flows discounted to present value, such as projections of market demand, operating margins and discount rates that may significantly change the expected realization of the asset.

The primary procedures we performed to address this critical audit matter included:

·Evaluating and testing the design and operating effectiveness of the internal control framework implemented by Management related to impairment testing;

·Utilizing an internal specialist to evaluate the reasonableness of the model and certain significant assumptions used in Management’s assessment;

·Evaluating the assumptions used by Management to identify assumptions that are not consistent and/or reasonable;


2. Realization of deferred tax assets (Notes 2.s, 14.b and 14.c)

The Company and its subsidiaries have balances of deferred income tax and social contribution assets substantially related to tax losses, social contribution, and temporary differences arising from temporary provisions recognized. These balances of deferred taxes were recognized based on the utilization of future taxable income. As of December 31, 2019, the amount of deferred tax assets recognized in noncurrent assets was R$3,297 million.

The annual evaluation for the recoverability of these assets involves, significant judgment in relation to assumptions such as future taxable income, cash flow projections and future economic events.

The use of different assumptions may significantly change the expected realization of these assets and may require the additional recognition of impairment on such assets, which would consequently impact the financial statements. Due to these aspects, this issue was considered a critical audit matter.

The primary procedures we performed to address this critical audit matter included:

·Utilizing an internal valuation specialist to evaluate the reasonableness of the model and certain significant assumptions used in Management’s assessment;

·Evaluating the assumptions used by Management for reasonableness;

·Evaluating and testing the design and operating effectiveness of the internal control framework implemented by Management related to the analysis of the impairment of deferred tax assets;

·Utilizing an internal valuation specialist to evaluate the reasonableness of the cash flow model and certain significant assumptions used in Management’s assessment;

·Utilizing internal tax specialists to examine the calculation of permanent and temporary differences

Ability of the jointly-controlled subsidiary to obtain the necessary funds

As discussed in Note No 9.d)8.d) and 28.c)27.b) to the consolidated financial statements, the new railroad network of the joint-controlled entity Transnordestina Logística S.A. (“TLSA”) is currently under construction, and certain terms onin the concession agreement are still under discussion with the relevant government agencies. The completion of the project and consequent commencement of operations depend on the continuing contribution of funds by its shareholders and third parties. Those events or conditions, along with other matters described in such note, indicate that a material uncertainty exists. TLSA’s Management'sTLSA Management plans in regard to these matters are also described in Note No 9.d)8.d) and 28.c)27.b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

/s/ Grant Thornton Auditores Independentes

 

We have served as the Company’s auditor since 2017.

 

São Paulo, Brazil

 

April 04, 201902, 2020

 

FS-R2


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Companhia Siderúrgica Nacional

São Paulo - SP - Brazil

We have audited the accompanying consolidated statements of income, comprehensive income, changes in equity and cash flows of Companhia Siderúrgica Nacional and subsidiaries (the “Company”) for the year ended December 31, 2016. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board – PCAOB (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the results of the operations and the cash flows of the Company for the year ended December 31, 2016, in conformity with International Financial Reporting Standards – IFRS, as issued by the International Accounting Standards Board – IASB.

As discussed in note 2.a.b) to the consolidated financial statements of the year ended December 31, 2016, dated December 22, 2017, the accompanying consolidated financial statements for the year ended December 31, 2015 have been restated to: (a) change the previous business combination accounting, because Management has revised the fair value measurement in connection with an acquisition occurred during 2015, conducted by the subsidiary Congonhas Minérios S.A.; and (b) record an allowance over deferred income tax assets, as a consequence of a revised analysis performed by Management on the recoverability of such deferred income tax assets. Our opinion is not modified with respect to this matter.

As discussed in note 10.d) to the consolidated financial statements of the year ended December 31, 2016, dated December 22, 2017, the new railroad network of the joint-
-controlled entity Transnordestina Logística S.A. (“TLSA”) is currently under construction, and certain terms on the concession agreement are still under discussion with the relevant governmental agencies. The completion of the project and consequent commencement of operations depend on the continuing contribution of funds by its shareholders and third parties. Those events or conditions, along with other matters described on such note, indicate that a material uncertainty exists, which raises substantial doubt on TLSA’s ability to continue as a going concern. TLSA’s Management’s plans in regard to these matters are also described in note 10.d) to the consolidated financial statements of the year ended December 31, 2016, dated December 22, 2017. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ DELOITTE TOUCHE TOHMATSU

Auditores Independentes

São Paulo, Brazil

December 22, 2017

FS-R3


Companhia Siderúrgica Nacional and Subsidiaries

Companhia Siderúrgica Nacional and Subsidiaries

  

 

Consolidated Balance Sheets as of December 31

Consolidated Balance Sheets as of December 31

  

Thousands of Brazilian Reais

Thousands of Brazilian Reais

 

 

 

      

  

  

  

  

Assets

 Note

2018

2017

 Note

2019

2018

CURRENT ASSETS

    

Cash and cash equivalents

4

2,248,004

3,411,572

3

1,088,955

2,248,004

Financial Investments measured at amortized cost

5

895,713

735,712

Financial Investments

4

2,633,173

895,713

Trade receivables

6

2,078,182

2,197,078

5

2,047,931

2,078,182

Inventories

7

5,039,560

4,464,419

6

5,282,750

5,039,560

Other current assets

8

1,753,024

1,072,715

7

1,672,996

1,753,024

Total current assets

 

12,014,483

11,881,496

 

12,725,805

12,014,483

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

Financial Investments measured at amortized cost

5

7,772

 

Financial Investments

4

95,719

7,772

Deferred income taxes

15.b

89,394

63,119

14.b

2,473,304

89,394

Other non-current assets

8

4,285,223

2,528,475

7

5,057,554

4,285,223

 

4,382,389

2,591,594

 

7,626,577

4,382,389

 

 

 

 

Investments in associates and joint controlled entities

9.b

5,630,613

5,499,995

8.b

3,584,169

5,630,613

Property, plant and equipment

10

18,046,864

17,964,839

9

19,700,944

18,046,864

Intangible assets

11

7,253,175

7,272,046

10

7,231,781

7,253,175

Total non-current assets

 

35,313,041

33,328,474

 

38,143,471

35,313,041

 

 

 

 

 

TOTAL ASSETS

 

47,327,524

45,209,970

 

50,869,276

47,327,524

    
      

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

 

  

 

FS-1


 

Companhia Siderúrgica Nacional and Subsidiaries

Companhia Siderúrgica Nacional and Subsidiaries

Companhia Siderúrgica Nacional and Subsidiaries

 

Consolidated Balance Sheets as of December 31

Consolidated Balance Sheets as of December 31

  

Thousands of Brazilian Reais

Thousands of Brazilian Reais

 

 

    

    
 

 

 

 

 

 

Liabilities and shareholders’ equity

 Note

2018

2017

 Note

2019

2018

    

CURRENT LIABILITIES

    

Payroll and related taxes

 

248,185

252,418

 

317,510

248,185

Trade payables

 

3,473,822

2,505,695

 

3,012,654

3,408,056

Taxes payable

 

251,746

264,097

 

541,027

251,746

Borrowings and financing

12

5,653,439

6,526,902

11

5,125,843

5,653,439

Other payables

14

1,704,857

1,014,980

13

2,526,444

1,770,623

Provisions for tax, social security, labor and civil risks

17

106,503

105,958

16

96,479

106,503

Total current liabilities

 

11,438,552

10,670,050

 

11,619,957

11,438,552

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

Borrowings and financing

12

23,173,635

22,983,942

11

22,841,193

23,173,635

Other payables

14

227,328

129,323

13

2,493,702

227,328

Deferred income taxes

15.b

601,731

1,173,559

14.b

589,539

601,731

Provisions for tax, social security, labor and civil risks

17

685,953

719,133

16

526,768

685,953

Pension and healthcare plan

27.c

905,119

908,721

26.c

912,184

905,119

Provision for environmental liabilities and decommissioning of assets

18

281,766

337,013

17

524,001

281,766

Total non-current liabilities

 

25,875,532

26,251,691

 

27,887,387

25,875,532

 

 

 

 

Shareholders’ Equity

20

 

19

 

Issued capital

 

4,540,000

 

4,540,000

Capital reserves

 

32,720

30

 

32,720

Legal reserves

 

189,122

 

 

278,576

189,122

Earnings reserves

 

2,933,969

238,976

 

4,210,888

2,933,969

Treasury Shares

 

(58,264)

(238,976)

 

(58,264)

Accumulated Profit / (Loss)

 

 

(1,291,689)

Other comprehensive income

 

1,065,188

3,779,032

 

1,170,624

1,065,188

Total equity attributable to owners of the Company

 

8,702,735

7,027,373

 

10,174,544

8,702,735

 

 

 

 

 

Non-controlling interests

 

1,310,705

1,260,856

 

1,187,388

1,310,705

 

 

 

 

 

 

Total equity

 

10,013,440

8,288,229

 

11,361,932

10,013,440

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

47,327,524

45,209,970

 

50,869,276

47,327,524

    

 

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

 

FS-2


 

Companhia Siderúrgica Nacional and Subsidiaries

Companhia Siderúrgica Nacional and Subsidiaries

  

 

Consolidated Statements of Income for the years ended December 31

Consolidated Statements of Income for the years ended December 31

  

Thousands of Brazilian Reais, except for the earnings (loss) per common share

Thousands of Brazilian Reais, except for the earnings (loss) per common share

Thousands of Brazilian Reais, except for the earnings (loss) per common share

 

   
 

 

 

 

 

 

 Note

2018

2017

2016

Note

2019

2018

2017

Net Revenue from sales and/or services

22

22,968,885

18,524,601

17,148,949

21

25,436,417

22,968,885

18,524,601

Cost of sales and/or services

23

(16,105,657)

(13,596,141)

(12,640,042)

22

(17,263,264)

(16,105,657)

(13,596,141)

 

 

 

 

 

Gross profit

 

6,863,228

4,928,460

4,508,907

 

8,173,153

6,863,228

4,928,460

 

 

 

 

 

Operating income (expenses)

 

83,332

(1,944,495)

(2,563,431)

 

(4,631,236)

83,332

(1,944,495)

Selling expenses

23

(2,263,688)

(1,815,107)

(1,696,896)

22

(2,342,805)

(2,263,688)

(1,815,107)

General and administrative expenses

23

(494,023)

(415,841)

(518,232)

22

(511,065)

(494,023)

(415,841)

Other operating income

24

4,036,043

824,286

663,509

23

503,770

4,036,043

824,286

Other operating expenses

24

(1,330,706)

(646,944)

(1,076,730)

23

(2,406,851)

(1,330,706)

(646,944)

Equity in results of affiliated companies

9.b

135,706

109,111

64,918

8.b

125,715

135,706

109,111

 

 

 

 

 

Profit before financial income (expenses) and taxes

 

6,946,560

2,983,965

1,945,476

 

3,541,917

6,946,560

2,983,965

Financial income

25

1,310,514

295,074

643,590

24

379,042

1,310,514

295,074

Financial expenses

25

(2,806,157)

(2,758,701)

(3,166,017)

24

(2,510,226)

(2,806,157)

(2,758,701)

 

 

 

 

 

Profit (Loss) before income taxes

 

5,450,917

520,338

(576,951)

 

1,410,733

5,450,917

520,338

 

 

 

 

 

Income tax and social contribution

15.a

(250,334)

(409,109)

(266,546)

14.a

833,778

(250,334)

(409,109)

 

 

 

 

 

Profit (Loss) from continued operations

 

5,200,583

111,229

(843,497)

 

2,244,511

5,200,583

111,229

Profit (Loss) from discontinued operations

 

 

(9,561)

 

 

 

Net income (loss) for the year

 

5,200,583

111,229

(853,058)

 

2,244,511

5,200,583

111,229

 

 

 

 

 

Profit (Loss) for the year attributed to:

 

 

 

 

 

Controlling interests

 

5,074,136

10,272

(934,747)

 

1,789,067

5,074,136

10,272

Non-controlling interests

 

126,447

100,957

81,689

 

455,444

126,447

100,957

 

 

 

 

 

Earnings (loss) per common share - (reais/share)

 

 

 

 

 

Basic

20.g

3.69498

0.00757

(0.68876)

19.g

1.29632

3.69498

0.00757

Diluted

20.g

3,69498

0.00757

(0.68876)

19.g

1.29632

3,69498

0.00757

   

The accompanying notes are an integral part of these consolidated financial statements.

FS-3


 

Companhia Siderúrgica Nacional and Subsidiaries

Companhia Siderúrgica Nacional and Subsidiaries

 

 

Consolidated Statements of Comprehensive Income for the years ended December 31

Consolidated Statements of Comprehensive Income for the years ended December 31

 

 

Thousands of Brazilian Reais

 

 

 

 

 

 

 

 

Note

2018

2017

2016

Note

2019

2018

2017

Consolidated profit (loss) for the year

 

5,200,583

111,229

(853,058)

 

2,244,511

5,200,583

111,229

 

 

 

 

Items that will not be subsequently reclassified to the statement of income

 

 

 

 

 

 

Actuarial (losses)/gains on defined benefit plan from investments in subsidiaries

 

903

(12)

87

 

424

903

(12)

Actuarial (losses)/gains on defined benefit pension plan

 

413

(203,022)

(219,417)

 

(113,518)

413

(203,022)

Income tax and social contribution on actuarial (losses) gains on defined benefit pension plan

 

 

(1,073)

(2,619)

 

 

(1,073)

 

1,316

(204.107)

(221,949)

 

(113,094)

1,316

(204.107)

Items that could be subsequently reclassified to the statement of income

 

 

 

 

 

 

 

 

Cumulative translation adjustments for the year

 

(87,101)

170,342

(486,890)

 

32,922

(87,101)

170,342

Fair Value through other comprehensive income

 

(1,559,680)

847,849

711,942

 

 

(1,559,680)

847,849

(Loss)/Gain on change in percentage of investments

 

(105)

2,814

1,299

 

(2,288)

(105)

2,814

(Loss) gain on cash flow hedge accounting

13.b

(1,415,962)

(50,987)

1,005,968

12.b

(604,828)

(1,415,962)

(50,987)

Cash Flow hedge reclassified to income statement

13.b

370,191

92,140

77,444

12.b

790,353

370,191

92,140

(Loss) /gain on hedge of net investments in foreign subsidiaries

13.b

(21,852)

(39,893)

77,952

12.b

2,472

(21,852)

(39,893)

(Loss) / gain on business combination

 

(651)

4,415

 

 

 

(651)

4,415

 

(2,715,160)

1,026,680

1,387,715

 

218,631

(2,715,160)

1,026,680

 

 

 

 

Other comprehensive income

 

(2,713,844)

822,573

1,165,766

 

105,537

(2,713,844)

822,573

 

 

 

 

Comprehensive income (loss) for the year

 

2,486,739

933,802

312,708

 

2,350,048

2,486,739

933,802

Attributable to:

 

 

 

 

Attributed to owners of the Company

 

2,360,292

832,845

231,019

 

1,894,503

2,360,292

832,845

Attributed to non-controlling interests

 

126,447

100,957

81,689

 

455,545

126,447

100,957

  

 

The accompanying notes are an integral part of these consolidated financial statements.

FS-4


 

Companhia Siderúrgica Nacional and Subsidiaries

 Consolidated Statements of Cash Flows for the years ended December 31

 Thousands of Brazilian Reais

 

 

Note

2018

2017

2016

     

Profit (Loss) for the year

 

5,200,583

111,229

(853,058)

Adjustments to reconcile net income (loss) to net cash provided by operations:

Accrued charges on borrowings and financing

 

1,938,077

2,346,598

2,944,558

Charges on loans and financing granted

 

(50,239)

(54,777)

(58,731)

Depreciation/ depletion / amortization

10 and 11

1,273,021

1,453,335

1,322,497

Equity in results of affiliated companies

9.b

(135,706)

(109,111)

(64,918)

Deferred income tax and social contribution

 

(576,895)

50,128

60,368

Provision for tax, social security, labor and civil risks

 

(34,279)

10,166

(25,642)

Monetary variations and exchange differences

 

1,023,695

250,660

(1,038,018)

Gain/(Loss) of derivative financial instruments

 13.b

 

(28,503)

(5,467)

Eletrobrás's compulsory loan

24

 

(755,151)

 

Proceeds from disposal of fixed and intangible assets

10 and 11

38,245

28,127

88,339

Gain on repurchase of debt securities

 

 

 

(146,214)

Provision (Reversal) for consumption and services

14

55,726

(44,921)

 

Provision for actuarial liabilities

 

(20,984)

(36,953)

(18,803)

PIS and COFINS credits

(2,208,462)

 

 

Gain on business combination

 

 

 

(66,496)

Net gain on sale of a foreign subsidiary

24 

(1,164,294)

 

 

Gain on disposal of available for sale

 

 

 

(252,023)

Provision for environmental liabilities and decommissioning of assets

18

(55,247)

(10,051)

18,133

Impairment of Transnordestina

 

 

 

387,989

Updated shares – Fair value through profit or loss (VJR)

24

(1,655,813)

 

 

Other provisions

 

(43,435)

82,682

(993)

 

 

3,583,993

3,293,458

2,291,521

 

Changes in assets and liabilities

Trade receivables - third parties

 

99,223

(300,449)

(388,469)

Trade receivables - related parties

 

22,071

14,449

(3,956)

Inventories

 

(800,050)

(442,109)

947,834

Receivables from related parties/Dividends

 

113,800

68,224

34,082

Recoverable taxes

 

238,181

(100,470)

275,018

Judicial deposits

 

(7,496)

(6,720)

38,910

Trade payables

 

990,942

711,953

482,009

Payroll and related taxes

 

(1,100)

(3,658)

(5,691)

Taxes in installments - REFIS

 

(23,806)

23,775

(253,374)

Payables to related parties

 

129,031

46,081

(9,726)

Interest paid

 

(2,141,710)

(2,634,931)

(3,050,036)

Interest received

 

 

 

19,636

 

Note

2019

2018

2017

     

Profit (Loss) for the year

 

2,244,511

5,200,583

111,229

Adjustments to reconcile net income (loss) to net cash provided by operations:

Accrued charges on borrowings and financing

 

1,879,116

1,938,077

2,346,598

Charges on loans and financing granted

 

(58,728)

(50,239)

(54,777)

Depreciation/ depletion / amortization

9 and 10

1,519,331

1,273,021

1,453,335

Equity in results of affiliated companies

8.b

(125,715)

(135,706)

(109,111)

Charges on lease liabilities.

 

52,607

 

 

Deferred income tax and social contribution

 

(2,398,400)

(576,895)

50,128

Provision for tax, social security, labor and civil risks

 

(164,223)

(34,279)

10,166

Monetary variations and exchange differences

 

853,449

1,002,137

250,660

Gain/(Loss) of derivative financial instruments

 12.b

 

 

(28,503)

Contractual agremeent

 

(131,817)

 

 

Eletrobrás's compulsory loan

23

 

 

(755,151)

Proceeds from disposal of fixed and intangible assets

9 and10

114,603

38,245

28,127

 

 

 

 

 

Provision (Reversal) for consumption and services

 

(130,339)

55,726

(44,921)

Provision for actuarial liabilities

 

(20,194)

(20,984)

(36,953)

PIS and COFINS credits

 

(160,609)

(2,208,462)

 

Net gain on sale of a foreign subsidiary

23 

 

(1,164,294)

 

Provision for environmental liabilities and decommissioning of assets

17

17,110

(55,247)

(10,051)

Updated shares – Fair value through profit or loss (VJR)

23

118,780

(1,655,813)

 

Other provisions

 

104,869

(21,877)

82,682

 

 

3,714,351

3,583,993

3,293,458

Changes in assets and liabilities

Trade receivables - third parties

 

49,338

99,223

(300,449)

Trade receivables - related parties

 

(77,271)

22,071

14,449

Inventories

 

(218,242)

(800,050)

(442,109)

Receivables from related parties/Dividends

 

99,276

113,800

68,224

Recoverable taxes

 

14,051

238,181

(100,470)

Judicial deposits

 

19,312

(7,496)

(6,720)

Trade payables

 

(354,288)

925,176

711,953

Trade payables – Drawee risk

 

1,055,546

65,766

 

Payroll and related taxes

 

36,271

(1,100)

(3,658)

Taxes in installments - REFIS

 

280,413

(23,806)

23,775

Payables to related parties

 

1,956

129,031

46,081

Advance from customer

 

2,524,826

 

 

Interest paid

 

(2,039,112)

(2,141,710)

(2,634,931)

Other

 

(234,548)

5,026

(97,752)

 

FS-5


 

Interest on swaps paid

 

 

(3,999)

Other

 

5,026

(97,752)

(97,841)

Increase (Decrease) in assets and liabilities

 

(1,375,888)

(2,721,607)

(2,015,603)

 

1,157,528

(1,375,888)

(2,721,607)

Net cash generated by operating activities

 

2,208,105

571,851

275,918

 

4,871,879

2,208,105

571,851

  

 

 

 

 

Investments / acquisition of shares

 

(218,840)

 

(190,435)

 

(209,832)

(218,840)

 

Purchase of property, plant and equipment

10

(1,317,102)

(1,059,481)

(1,628,694)

9

(2,214,456)

(1,317,102)

(1,059,481)

Receipt/(Payment) in derivative transactions

 

(372)

30,453

(722,443)

 

(230)

(372)

30,453

Purchase of intangible assets

11

(2,200)

(622)

(3,119)

10

(1,427)

(2,200)

(622)

Loans granted to related parties

 

(101,908)

(49,072)

(96,461)

 

(101,913)

(101,908)

(49,072)

Loans received from related parties

 

23,623

 

4,819

Financial investment, net of redeemed amount

5

(167,773)

24,679

3,208

 

289,213

(167,773)

24,679

Loans received from related parties

 

 

4,819

 

Cash received by disposal of Usiminas’ shares

 

39,377

 

 

 

39,377

 

Cash and cash equivalents from discontinued operations

 

 

331,835

Net cash received from the sale of a foreign subsidiary

 

1,670,359

 

 

 

1,670,359

 

Cash and cash equivalents on acquisition of control

 

 

941

Cash used to acquire interest in CBSI

 

(21,345)

 

Net cash used in investing activities

 

(98,459)

(1,049,224)

(2,305,168)

 

(2,236,367)

(98,459)

(1,049,224)

Borrowings and financing raised

12.b

2,143,679

534,506

22,597

11.b

10,068,627

2,143,679

534,506

Cost of borrowing

 

(92,287)

(238)

(26,844)

 

(67,362)

(92,287)

(238)

Payment of borrowings

12.b 

(5,019,978)

(1,528,023)

(398,699)

11.b 

(11,775,093)

(5,019,978)

(1,528,023)

Amortization of leases

 

(94,727)

 

Payment of dividends and interests on shareholder’s equity

 

(502,002)

 

(53)

 

(1,920,309)

(502,002)

 

Treasury shares

 

213,402

 

 

 

213,402

 

Forfaiting funding / drawee risk

 

 

78,240

Forfaiting amortization / drawee risk

 

 

(407,155)

Buyback of debt securities

 

 

(151,098)

Net cash used in financing activities

 

(3,257,186)

(993,755)

(883,012)

 

(3,788,864)

(3,257,186)

(993,755)

 

 

 

 

 

 

 

Exchange rate changes on cash and cash equivalents of foreign subsidiaries

 

(16,028)

11,538

(77,628)

 

(5,697)

(16,028)

11,538

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

(1,163,568)

(1,459,590)

(2,989,890)

 

(1,159,049)

(1,163,568)

(1,459,590)

Cash and cash equivalents at the beginning of the year

 

3,411,572

4,871,162

7,861,052

 

2,248,004

3,411,572

4,871,162

Cash and cash equivalents at the end of the year

 

2,248,004

3,411,572

4,871,162

 3

1,088,955

2,248,004

3,411,572

The accompanying notes are an integral part of these consolidated financial statements.

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/

(accumulated losses)

Other comprehensive income

Shareholders´Equity

Non-Controlling interests

Consolidated Equity

Paid-in Capital

Capital Reserve

Earnings Reserve

Retained earnings/

(accumulated losses)

Other comprehensive income

Shareholders´Equity

Non-Controlling interests

Consolidated Equity

Balances at December 31, 2015

4,540,000

30

 

(367,214)

1,790,693

5,963,509

1,127,779

7,091,288

Total comprehensive income

 

 

(934,747)

1,165,766

231,019

81,689

312,708

Profit (loss) for the year

 

 

(934,747)

 

(934,747)

81,689

(853,058)

Other comprehensive income

 

 

 

1,165,766

1,165,766

 

1,165,766

Cumulative translation adjustments for the period

 

 

 

(486,890)

(486,890)

 

(486,890)

Actuarial gain (loss) on defined benefit pension plan, net of taxes

 

 

 

(221,949)

(221,949)

 

(221,949)

Gain/(Loss) on available-for-sale assets, net of taxes

 

 

 

711,942

711,942

 

711,942

Gain/(loss) on percentage change in investments

 

 

 

1,299

1,299

 

1,299

Gain/(loss) on cash flow hedge accounting, net of taxes

 

 

 

1,083,412

1,083,412

 

1,083,412

Gain/(loss) on hedge of net investments in foreign subsidiaries

 

 

 

77,952

77,952

 

77,952

Internal changes in shareholders' equity

 

 

 

 

(19,475)

(19,475)

Non-controlling interests in subsidiaries

 

 

 

 

(19,475)

(19,475)

Balances at December 31, 2016

4,540,000

30

 

(1,301,961)

2,956,459

6,194,528

1,189,993

7,384,521

4,540,000

30

 

(1,301,961)

2,956,459

6,194,528

1,189,993

7,384,521

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

10,272

822,573

832,845

100,957

933,802

 

 

10,272

822,573

832,845

100,957

933,802

Profit (loss) for the year

 

 

 

10,272

 

10,272

100,957

111,229

 

 

10,272

 

10,272

100,957

111,229

Other comprehensive income

 

 

 

 

822,573

822,573

 

822,573

 

 

822,573

 

822,573

Cumulative translation adjustments for the period

 

 

 

 

170,342

170,342

 

170,342

 

 

 

170,342

 

170,342

Actuarial gain/(loss) on defined benefit pension plan, net of taxes.

 

 

 

 

(204,107)

(204,107)

 

(204,107)

 

 

 

(204,107)

 

(204,107)

Gain/(Loss) on available-for-sale assets, net of taxes

 

 

 

 

847,849

847,849

 

847,849

 

 

847,849

 

847,849

Gain/(loss) on percentage change in investments

 

 

 

 

2,814

2,814

 

2,814

 

 

2,814

 

2,814

Gain/(loss) on cash flow hedge accounting, net of taxes

 

 

 

 

41,153

41,153

 

41,153

 

 

41,153

 

41,153

Gain/(loss) on hedge of net investments in foreign subsidiaries

 

 

 

 

(39,893)

(39,893)

 

(39,893)

 

 

(39,893)

 

(39,893)

Gain/(loss) on business combination

 

 

 

 

4,415

4,415

 

4,415

 

 

4,415

 

4,415

Internal changes in shareholders' equity

 

 

 

 

 

(30,094)

(30,094)

Non-controlling interests in subsidiaries

 

 

 

 

(30,094)

(30,094)

 

(30,094)

Balances at December 31, 2017

4,540,000

30

 

(1,291,689)

3,779,032

7,027,373

1,260,856

8,288,229

4,540,000

30

 

(1,291,689)

3,779,032

7,027,373

1,260,856

8,288,229

 

 

Capital transactions with shareholders

 

32,690

180,712

(898,332)

 

(684,930)

 

(684,930)

Sales of treasury shares

 

180,712

 

 

180,712

 

180,712

Dividends

 

(898,332)

 

(898,332)

 

(898,332)

Profit on disposal of shares

 

32,690

 

 

32,690

 

32,690

Total comprehensive income

 

5,074,136

(2,713,844)

2,360,292

126,447

2,486,739

Profit/(loss) for the year

 

5,074,136

 

5,074,136

126,447

5,200,583

Other comprehensive income

 

(2,713,844)

 

(2,713,844)

Cumulative translation adjustments for the period

 

(87,101)

 

(87,101)

Actuarial gain/(loss) on defined benefit pension plan, net of taxes

 

1,316

 

1,316

Gain/(Loss) on available-for-sale assets, net of taxes

 

(1,559,680)

 

(1,559,680)

FS-7


 
   

 

 

 

 

 

 

Capital transactions with shareholders

 

32,690

180,712

(898,332)

 

(684,930)

 

(684,930)

Sales of treasury shares

 

 

180,712

 

 

180,712

 

180,712

Dividends

 

 

 

(898,332)

 

(898,332)

 

(898,332)

Profit on disposal of shares

 

32,690

 

 

 

32,690

 

32,690

Total comprehensive income

 

 

 

5,074,136

(2,713,844)

2,360,292

126,447

2,486,739

Profit/(loss) for the year

 

 

 

5,074,136

 

5,074,136

126,447

5,200,583

Other comprehensive income

 

 

 

 

(2,713,844)

(2,713,844)

 

(2,713,844)

Cumulative translation adjustments for the period

 

 

 

 

(87,101)

(87,101)

 

(87,101)

Actuarial gain/(loss) on defined benefit pension plan, net of taxes

 

 

 

 

1,316

1,316

 

1,316

Gain/(Loss) on available-for-sale assets, net of taxes

 

 

 

 

(1,559,680)

(1,559,680)

 

(1,559,680)

Gain/(loss) on percentage change in investments

 

 

 

 

(105)

(105)

 

(105)

Gain/(loss) on cash flow hedge accounting, net of taxes

 

 

 

 

(1,045,771)

(1,045,771)

 

(1,045,771)

Gain/(loss) on hedge of net investments in foreign subsidiaries

 

 

 

 

(21,852)

(21,852)

 

(21,852)

Gain/(loss) on business combination

 

 

 

 

(651)

(651)

 

(651)

 

 

 

 

 

 

 

 

 

Constitution of reserves

 

 

2,884,115

(2,884,115)

 

 

 

 

Non-controlling interests in subsidiaries

 

 

 

 

 

 

(76,598)

(76,598)

Balances at December 31, 2018

4,540,000

32,720

3,064,827

 

1,065,188

8,702,735

1,310,705

10,013,440

 

 

 

 

 

 

 

 

 

 

Gain/(loss) on percentage change in investments

 

 

 

 

(105)

(105)

 

(105)

Gain/(loss) on cash flow hedge accounting, net of taxes

 

 

 

 

(1,045,771)

(1,045,771)

 

(1,045,771)

Gain/(loss) on hedge of net investments in foreign subsidiaries

 

 

 

 

(21,852)

(21,852)

 

(21,852)

Gain/(loss) on business combination

 

 

 

 

(651)

(651)

 

(651)

 

 

 

 

 

 

 

 

 

Constitution of reserves

 

 

2,884,115

(2,884,115)

 

 

 

 

Non-controlling interests in subsidiaries

 

 

 

 

 

 

(76,598)

(76,598)

Balances at December 31, 2018

4,540,000

32,720

3,064,827

 

1,065,188

8,702,735

1,310,705

10,013,440

Capital transactions with shareholders

 

 

 

(422,694)

 

(422,694)

(578,862)

(1,001,556)

Dividends

 

 

 

(424,903)

 

(424,903)

(513,842)

(938,745)

Interest on equity

 

 

 

 

 

 

(65,020)

(65,020)

Reversal by prescription of dividends and interest on shareholder’s equity

 

 

 

2,209

 

2,209

 

2,209

Total comprehensive income

 

 

 

1,789,067

105,436

1,894,503

455,545

2,350,048

Profit/(loss) for the year

 

 

 

1,789,067

 

1,789,067

455,444

2,244,511

Other comprehensive income

 

 

 

 

105,436

105,436

101

105,537

Cumulative translation adjustments for the period

 

 

 

 

32,922

32,922

 

32,922

Actuarial gain/(loss) on defined benefit pension plan, net of taxes

 

 

 

 

(113,195)

(113,195)

(193)

(113,388)

(Loss) / gain on the percentage change in investments

 

 

 

 

(2,288)

(2,288)

294

(1,994)

 

 

 

 

 

 

 

 

 

Gain/(loss) on cash flow hedge accounting, net of taxes

 

 

 

 

185,525

185,525

 

185,525

Gain/(loss) on hedge of net investments in foreign subsidiaries

 

 

 

 

2,472

2,472

 

2,472

Constitution of reserves

 

 

1,366,373

(1,366,373)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2019

4,540,000

32,720

4,431,200

 

1,170,624

10,174,544

1,187,388

11,361,932

FS-8


 

 (Expressed in thousands of reais – R$, unless otherwise stated)

(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 are collectively referred to herein as the "Group”). The Company’s registered office is located in São Paulo, SP, Brazil.

                                                               

CSN is listed on the São Paulo Stock Exchange (B3 S.A.- Brasil, Bolsa, Balcão) and on the New York Stock Exchange (NYSE). Accordingly, the 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 steelworks (“UPV”), located in the city of Volta Redonda, State of Rio de Janeiro. This segment consolidates all 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 commercial activitiesoperations in the United States and operations in Portugal and Germany all of them are in line with the plan to achieve new markets and performproviding excellent services for final consumers. Its steel has beenis used in home appliances, civil construction and automobile industries. 

 

·      Mining:

 

 The production of iron ore is developed in the citycities of Congonhas, Ouro Preto and Belo Vale, State of Minas Gerais.Gerais – by subsidiary CSN Mineração.

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 carried out through Terminal de Carvão e Minérios do Porto de Itaguai – (“TECAR”), a solid bulk terminal, one of the four terminals that composecomprise the Port of Itaguai, located in the State of Rio de Janeiro. Imports of coal and coke are heldalso carried out through this terminal and directedby provision of services by CSN Mineração to the steel industry of CSN. The Company´s mining activities also comprises tin exploitation, which is based in the State of Rondônia, this facility is engaged to supply the needs of UPV, with theUPV. The excess of raw material beingis sold to subsidiaries and third parties.

 

The Company's mining activities utilize tailings dams for which all appropriate measures are taken to mitigate the risks inherent to the handling and disposal of the tailings and to comply with current environmental legislation. It is important to reiterate that operating without dependence on these dams is a priority in our mining activities, for which investments of around R$ 250 million in dry stacking technology havetwo tailing filtration plants, which are already been made.in an operational ramp up phase, adapting its operations, identifying and implementing various optimizations of process. In this context, it is expected that CSN Mineração will be fully processingnow process the tailings in the dry process byin full, discarding the enduse of 2019, subject to revision of projects and expected deadlines, proper operation of equipment and unforeseen delays.dams in its iron ore process. As a consequence of these measures, decommissioning of dams is the natural way of processing dry tailings.

 

All of our dams, both mining and hydroelectric dams are positively certified and comply with the environmental legislation in force.

 

·      Cement:

 

CSN entered in the cement market boosted by the synergy between this new activity and its existing businesses. Next to the UPVPresident Vargas Steelworks in Volta Redonda (RJ) is installed the 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 Arcos unit, located in the State of Minas Gerais, to satisfy the needs of UPV as of the cement plant. Additionally, the operation of its second clinker production line is located in Arcos/MG. As a result, the Company is self-sufficient in cement production, with an installed capacity of 4.7 million tons per year.

 

 

FS-9


 

 

·      Logistics

 

Railroads:

 

CSN has interests in three railroad companies: MRS Logística S.A., which manages the former Southeast Railway System of Rede Ferroviária Federal S.A (“RFFSA”)., Transnordestina Logística S.A. (“TLSA”) and FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), which hasthe the latter two hold the concession to operate the  former Northeast Railway System of RFFSA, in the States of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco, Alagoas and Alagoas,Sergipe, with TLSA being responsible for the rail links of Eliseu Martins – Trindade, Trindade – Salgueiro, Salgueiro – Porto Suape, Salgueiro – Missão Velha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro-Porto de SuapeVelha and Missão Velha-Porto deVelha - Pecém (Railway System II), still under construction, and FTL being responsible for the rail links of São Luiz-Mucuripe, Arrojado-Recife, Itabaiana-Cabedelo,Luis - Altos, Altos - Fortaleza, Fortaleza – Souza, Souza  - Recife/Jorge Lins, Recife/Jorge Lins – Salgueiro, Jorge Lins – Propriá, Paula Cavalcante-Macau and Propriá-Jorge LinsCavalcanti – Cabedelo, Itabaiana - Macau (Railway System I).

 

Ports:

 

InThe Company operates in the State of Rio de Janeiro, by means of its subsidiary Sepetiba Tecon S.A., operates the Container Terminal (“TECON”) and by means of its subsidiary CSN Mineração, the TECAR, both located at the Itaguaí Port. Established in the harbor of Sepetiba, the mentioned port has a privileged highway, railroad and maritime access.

 

(“TECON”) is responsible for the shipments of CSN´s steel products, movement and storage of containers, consolidationvehicles, general cargo, among other products; and deconsolidationTECARperforms the operational activities of cargo; our exportsloading and unloading of solid bulk ships, storage and distribution (road and rail) of coal, coke, zinc concentrate, sulfur, iron ore are performed usingand other bulk, intended for the TECAR terminal; additionally, we use the terminal for landing of coal, petroleum, coke, sulfur and zinc concentrateseaborne market, for our own operation and for third parties.

 

·      Energy:

 

Since the energy supply is fundamental in CSN´s production process, the Company owns and operates facilities to generate electric power for guaranteeing its self-sufficiency.

 

The note 2625 - “Segment Information details the financial information per each of CSN´s business segment.

 

 

·      Going Concern

 

 In 2018,2019, the Company amortized principal and interest in the approximate amount of R$7.113.8  billion of its loans and financing. In 2019,2020, loans and interest to be incurred next year, are expected to be paid in the approximate amount of R$3.56.5 billion. The financial leverage may adversely affect the Company’s businesses, financial conditions and operating results. Which can entailresults, which the following considerations:main impacts are considered by management:

 

·        Allocation of a substantial part of the cash generated from operations for repayment of the borrowings.

·        Exposure to (i) fluctuations in interest rates due to the renegotiation of debts and new borrowings taken, and (ii) fluctuations in exchange rates since a significant part of the borrowings is denominated in foreign currency.

·        Increase in the economic and financial vulnerability due to adverse conditions of the industry and segment, limiting the funds available in the short term, considering the high financial leverage and the expected cash disbursements;

·        Limitation of the Company’s ability to enter into new businesses (acquisitions) until the financial leverage is reduced;

·        Limitation of the Company’s ability to obtain new credit lines under more favorable interest conditions due to the risks associated to the current financial leverage.

 

The Company’s ability to continue operating depends, therefore, on the achievement of operating targets defined by management, in addition to refinancing of contracted debts, and/or actions related to financial deleveraging.

 

In addition to the continuous focus on improvement in operating income, management has various actions in progress to increase the Company’s liquidity through an extension of borrowing payment terms.

 

FS-10


This plan was started in 2015, with the renegotiation of R$ 2.5 billion with Caixa Econômica Federal and R$ 2.2 billion with Banco do Brasil S.A, postponing the maturities from 2016 and 2017 to 2018 through 2022. In 2016, the Company extended the installments of certain NCE contracts amounting to R$ 100 million and prepayments of US$ 66 million with Bradesco, postponing the maturities from 2016 to 2019.2019, which are settled during that year. Always committed to the plan to extend it debt payment term, mainly those of short term, the company’s management concluded, in February 2018, the reprofile of its debts at R$ 4.98 billion with Banco do Brasil, extending the maturity dates from 2018 to 2022 for maturities up to 2024. Still in February 2018, the company issued debt instruments (“Notes”) in the amount of US$350 million throughmillionthrough our wholly-owned subsidiary CSN Resources S.A., with maturity date in 2023 and, in conjunction, made a repurchase offer (“Tender Offer”) of the Notes previously issued by CSN Islands XI Corp and CSN Resources S.A, having been repurchased US$350 million in Notes with maturities scheduled for 2019 and 2020. In April 2019, the Company issued debt securities in the foreign market (“Notes”), in the amount of US$ 1 billion through its subsidiary CSN Resources S.A., being: US$400 million due in 2023 and US$600 million with maturity in 2026. Promoted a repurchase offer (“Tender Offer”) of Notes issued by CSN Islands XI Corp and CSN Resources S.A., and US$1 billion in securities were repurchased, with maturities scheduled for September 2019 and July 2020, respectively. In July 2019, the Company issued debt securities on the foreign market (“Notes”), in the amount of US$ 175 million through its subsidiary CSN Resources S.A., due in 2023 and promoted the final payment of the debt in the foreign market (“Notes”) issued by the company CSN Islands XI Corp in September 2019, in US$142 million.

FS-10


 

Additionally, Management studies alternatives to financial deleverage from the disposal of non-strategic assets. However, it is not possible to affirm that the sale of assets will occur within a 12-month period. Thus, the Company did not segregate and did not reclassify any assets in the financial statements as discontinued operations in accordance with IFRS 5.

 

Based on management’s cash flow projections that covered the operational period until December 2019,February 2021, which depend on factors such as the achievement of production targets, sales volumes and prices, as well as on renegotiations of borrowings, management believes that the Company has appropriate resources to continue its operations in a reasonably estimable period of time. Accordingly, the Company’s financial statements for the year ended December 31, 20182019 were prepared based on the assumption of going concern.

 

 

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

2.a) Basis of preparation and declaration of conformity

 

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) and includes all of the relevant information of the financial statements.statements, and only this information, which correspond to those used by the Company’s management in its activities.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. Itestimates and also requires management to exercise its judgment in the process of applying the Company’s accounting policies. It is disclosed in the notes

Information on uncertainties related to this report all subjects involving a high degree of judgment or complexity, or when assumptions and estimates, arewhich have a significant risk of resulting in a material adjustment to the consolidated financial statements, those subjectsaccounting balances of assets and liabilities in the year, are related toincluded in the allowance for doubtful debts,following notes:

• Note 5 - Recognition of the provision for inventoryexpected losses provision for labor, civil, tax, environmental(impairment) of accounts receivable from customers;

• Note 14 - Deferred income and social security contingences, depreciation, amortization, depletion, provision forcontribution taxes: availability of future taxable income against which deductible temporary differences and tax losses can be used;

• Note 10.a - Goodwill impairment deferred taxes,test;

• Note 12 - Derivative financial instruments and employee benefits.  Actual results may differ from these estimates.hedge accounting (“Hedge accounting”).

• Note 16 - Provision for tax, social security, labor, civil, environmental and judicial deposits: main assumptions about the probability and magnitude of resource outflows;

• Note 26 - Retirement benefit;

 

The financial statements are presented in thousands of Brazilian reais (R$). Depending on the applicable IFRS standard, the measurement criteria used in preparing the financial statements considers the historical cost, net realizable value, fair value or recoverable amount. When the IFRS allows us an option between acquisition cost and other measurement criteria, the acquisition cost was the criteria used.

 

FS-11


The consolidated financial statements were approved by the Board of Directors on AprilMarch 4, 2019.2020.

 

FS-11


 

2.b) Consolidated financial statementsBasis of presentation

The accounting policies have been consistently applied to all consolidated companies.The consolidated financial statements for the years ended December 31, 20182019 and 20172018 include the following direct and indirect subsidiaries, joint ventures and joint operations, as well as the exclusive funds, as follows:

 

 

Equity interests (%)

  

Equity interests (%)

 

Companies

 

12/31/2018

 

12/31/2017

 

Core business

Number of shares held by CSN (in units)

12/31/2019

 

12/31/2018

 

Core business

            

Direct interest in subsidiaries: full consolidation

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VII Corp.

 

 100.00

 

 100.00

 

Financial transactions

20,001,000

        100.00

 

              100.00

 

Financial transactions

CSN Islands XI Corp.

 

 100.00

 

 100.00

 

Financial transactions

50,000

        100.00

 

              100.00

 

Financial transactions

CSN Islands XII Corp.

 

 100.00

 

 100.00

 

Financial transactions

1,540

        100.00

 

              100.00

 

Financial transactions

CSN Minerals S.L.U. (1)

 

 

 

 100.00

 

Equity interests

CSN Export Europe, S.L.U. (1)

   

 100.00

 

Financial transactions and Equity interests

CSN Metals S.L.U. (1)

 

 

 

 100.00

 

Equity interests and Financial transactions

CSN Americas S.L.U. (1)

   

 100.00

 

Equity interests and Financial transactions

CSN Steel S.L.U.

 

 100.00

 

 100.00

 

Equity interests and Financial transactions

22,042,688

        100.00

 

              100.00

 

Equity interests and Financial transactions

TdBB S.A (*)

 

 100.00

 

 100.00

 

Equity interests

 

        100.00

 

              100.00

 

Equity interests

Sepetiba Tecon S.A.

 

 99.99

 

 99.99

 

Port services

254,015,052

          99.99

 

               99.99

 

Port services

Minérios Nacional S.A.

 

 99.99

 

 99.99

 

Mining and Equity interests

141,719,295

          99.99

 

               99.99

 

Mining and Equity interests

Companhia Florestal do Brasil

 

 99.99

 

 99.99

 

Reforestation

42,551,519

          99.99

 

               99.99

 

Reforestation

Estanho de Rondônia S.A.

 

 99.99

 

 99.99

 

Tin Mining

195,454,162

          99.99

 

               99.99

 

Tin Mining

Companhia Metalúrgica Prada

 

 99.99

 

 99.99

 

Manufacture of containers and distribution of steel products

445,921,292

          99.99

 

               99.99

 

Manufacture of packages and distribution of steel products

CSN Gestão de Recursos Financeiros Ltda. (*)

 

 99.99

 

 99.99

 

Management of funds and securities portfolio

CSN Gestão de Recursos Financeiros Ltda.(1)

   

               99.99

 

Management of funds and securities portfolio

CSN Mineração S.A.

 

 87.52

 

 87.52

 

Mining and Equity interests

158,419,480

          87.52

 

               87.52

 

Mining and Equity interests

CSN Energia S.A.

 

 99.99

 

 99.99

 

Sale of electric power

43,149

          99.99

 

               99.99

 

Sale of electric power

FTL - Ferrovia Transnordestina Logística S.A.

 

 91.69

 

 90.78

 

Railroad logistics

486,592,830

          92.38

 

               91.69

 

Railroad logistics

Nordeste Logística S.A.

 

 99.99

 

 99.99

 

Port services

99,999

          99.99

 

               99.99

 

Port services

Aceros México CSN (2)

 

 0.08

 

 

 

Commercial representation, sales of steel and related activities

 

 

 

                 0.08

 

Commercial representation, steel sales and related activities

CSN Inova Ltd.(3)

 

 100.00

 

 

 

Advisory and implementation of new development projects

CSN Inova Ltd.

 

        100.00

 

              100.00

 

Advisory and implementation of new development projects

CSN Equipamentos S.A(3)

999

          99.99

 

 

 

Rental of commercial and industrial machinery and equipment

CBSI - Companhia Brasileira de Serviços de Infraestrutura(4)

3,752,292

        100.00

   

Provision of services

 

 

 

 

 

 

 

 

 

 

 

 

Indirect interest in subsidiaries: full consolidation

 

 

 

 

 

 

 

 

 

 

 

 

Companhia Siderúrgica Nacional (4)

 

 

 

 100.00

 

Steel

Lusosider Projectos Siderúrgicos S.A.

 

 100.00

 

 99.94

 

Equity interests and product sales

 

        100.00

 

              100.00

 

Equity interests and product sales

Lusosider Aços Planos, S. A.

 

 99.99

 

 99.99

 

Steel and Equity interests

 

          99.99

 

               99.99

 

Steel and Equity interests

CSN Resources S.A.

 

 100.00

 

 100.00

 

Financial transactions and Equity interests

 

        100.00

 

              100.00

 

Financial transactions and Equity interests

Companhia Brasileira de Latas

 

 99.00

 

 99.99

 

Sale of cans and containers in general and Equity interests

 

          99.99

 

               99.99

 

Sale of cans and packages in general and Equity interests

Companhia de Embalagens Metálicas - MMSA

 

 99.67

 

 99.67

 

Production and sale of cans and related activities

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

 

          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

 

       100.00

 

              100.00

 

Financial transactions, product sales and Equity interests

CSN Productos Siderúrgicos S.L.

 

 100.00

 

 100.00

 

Financial transactions, product sales and Equity interests

 

        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

 

        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

 

       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

 

       100.00

 

              100.00

 

Financial transactions, product sales and Equity interests

CSN Asia Limited

 

 100.00

 

 100.00

 

Commercial representation

CSN Asia limited(5)

 

 

 

              100.00

 

Commercial representation

CSN Mining Holding, S.L

 

 87.52

 

 87.52

 

Financial transactions, product sales and Equity interests

 

         87.52

 

               87.52

 

Financial transactions, product sales and Equity interests

CSN Mining GmbH

 

 87.52

 

 87.52

 

Financial transactions, product sales and Equity interests

 

          87.52

 

               87.52

 

Financial transactions, product sales and Equity interests

CSN Mining Asia Limited

 

 87.52

 

 87.52

 

Commercial representation

 

          87.52

 

               87.52

 

Commercial representation

Aceros México CSN (2)

 

            99.92

 

          100.00

 

Commercial representation, sale of steel and related activities

 

 

 

               99.92

 

Commercial representation, steel sales and related activities

Lusosider Ibérica S.A

 

          100.00

 

            99.94

 

Steel, commercial and industrial activities and equity interests

Lusosider Ibérica S.A.

 

        100.00

 

              100.00

 

Steel, commercial and industrial activities and equity interests

CSN Mining Portugal, Unipessoal Lda.

 

            87.52

 

            87.52

 

Commercial and representation of products

 

          87.52

 

               87.52

 

Commercial and representation of products

Companhia Siderúrgica Nacional, LLC (4)

 

          100.00

 

 

 

Import and distribution/resale of products

Companhia Siderúrgica Nacional, LLC

 

        100.00

 

              100.00

 

Import and distribution/resale of products

 

 

 

 

 

 

 

 

 

 

 

 

Direct interest in joint operations

 

 

 

 

 

 

Direct interest in joint operations: proportionate consolidation

 

 

 

 

 

 

Itá Energética S.A.

 

 48.75

 

 48.75

 

Electric power generation

253,606,846

          48.75

 

               48.75

 

Electric power generation

Consórcio da Usina Hidrelétrica de Igarapava

 

 17.92

 

 17.92

 

Electric power consortium

 

          17.92

 

               17.92

 

Electric power consortium

 

 

 

 

 

 

 

 

 

 

 

 

Direct interest in joint ventures

 

 

 

 

 

 

MRS Logística S.A.

 

 18.64

 

 18.64

 

Railroad transportation

Direct interest in joint ventures: equity method

 

 

 

 

 

 

MRS Logística S.A.(6)

63,377,198

          18.64

 

               18.64

 

Railroad transportation

Aceros Del Orinoco S.A.

 

 31.82

 

 31.82

 

Dormant company

 

          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

 

 

 

               50.00

 

Provision of services

Transnordestina Logística S.A.

 

 46.30

 

 46.30

 

Railroad logistics

Transnordestina Logística S.A.(7)

24,670,093

          47.26

 

               46.30

 

Railroad logistics

 

 

 

 

 

 

 

 

 

 

 

 

Indirect interest in joint ventures

 

 

 

 

 

 

Indirect interest in joint ventures: equity method

 

 

 

 

 

 

MRS Logística S.A.

 

 16.30

 

 16.30

 

Railroad transportation

 

          16.30

 

               16.30

 

Railroad transportation

 

 

 

 

 

 

 

 

 

 

 

 

Direct interest in associates

 

 

 

 

 

 

Direct interest in associates: equity method

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

 20.00

 

 20.00

 

Metallurgy and Equity interests

46,994,971

          20.00

 

               20.00

 

Metallurgical and Equity interests

FS-12


(*) They are Dormantdormant Companies therefore they do not appear in the note 9.a,8.a, where is disclosed business information under the equity method and fair value through profit or loss and comprehensive income.

 

·Events in 2018:

(1)    On February 6, 2018, the Spanish commercial registry recognized the merger by absorption of the companies by CSN Steel, S.L.U., the date from which the companies were considered legally extinct, before third parties and for the purposes of commercial law, the merger is retroactive to the date of December 28, 2017;Gestão de Recursos Financeiros was liquidated on June 13, 2019;

 

(2)    Transfer of 1% stake in Aceros Mexico CSN from CSN Steel to Companhia Siderúrgica Nacional occurred on February 1, 2018. On September 18, 2018, CSN Steel increased the capital of Aceros Mexico CSN, diluting the direct interest of Companhia Siderúrgica Nacional to 0.08%, with CSN Steel holding 99.92%.On February 1, 2019, the Federal Taxpayers' Registry was canceled and, therefore, the settlement process of Aceros Mexico CSN was terminated, however, before third parties and for the purposes of commercial law, the settlement was retroactive to September 18, 2018;

 

(3)    Company incorporated in 2018.on August 22, 2019.

 

(4)    On June 5, 2018 CSN LLC had its corporate name changed to "Heartland Steel Processing, LLC". On the same date,November 29, 2019, a new companypurchase and sale agreement for share was incorporated under the name "Companhia Siderúrgica Nacional, LLC", a wholly owned subsidiary of Heartland Steel Processing, LLC. On June 28, 2018,signed, whereby Companhia Siderúrgica Nacional LLC., becameacquired the entire participation that CKTR Brasil Serviços Ltda held in CBSI - Companhia Brasileira de Serviços de Infraestrutura. As a wholly-owned subsidiaryresult, as of the date mentioned, CSN Steelnow holds 100% of CBSI's share capital.

(5)On August 6, 2019 CSN Asia Limited was liquidated;

(6)On December 31, 2019 and on June 29, 2018, Heartland Steel Processing, LLC was soldthe Company directly owned 26,611,282 common shares, 2,673,312 preferred shares class A and 34,092,604 preferred shares class B, totaling 36,765,916 preferred shares of MRS Logística S.A.

(7)On May 10, 2019, 501,789 shares of shareholder FINOR, all class B preferred shares, were transferred to Steel Dynamics, Inc. The remaining assets are registered at Companhia Siderúrgica Nacional, LLC, a subsidiaryshareholder CSN. On December 31,2019, the Company had 24,168,304 ordinary shares, 501,789 preferred shares Class B (as of CSN Steel (see note 3)December 31,2018 had 24,168,304 ordinary shares and no preferred shares).

FS-12


 

 

·          Exclusive funds

 

Equity interests (%)

  

Equity interests (%)

 

Exclusive funds

 

12/31/2018

 

12/31/2017

 

Core business

 

12/31/2019

 

12/31/2018

 

Core business

Direct interest: full consolidation

 

 

 

 

 

 

 

 

 

 

 

 

Diplic II - Private credit balanced mutual fund

 

 100.00

 

 100.00

 

Investment fund

 

 100.00

 

 100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

 

 100.00

 

 100.00

 

Investment fund

 

 100.00

 

 100.00

 

Investment fund

VR1 - Private credit balanced mutual fund

 

 100.00

 

 100.00

 

Investment fund

 

 100.00

 

 100.00

 

Investment fund

 

 

In preparing the consolidated financial statements, we have adopted the following consolidation procedures:

 

·         Transactions between subsidiaries, associates, joint ventures and joint operations         

 

Unrealized gains on transactions with subsidiaries, joint ventures and associates are eliminated to the extent of CSN’s equity interests in the related entity by 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 expenses, cost of sales and income tax and social contribution.

 

The base date to the financial statements of the subsidiaries and joint ventures is the same as of the Company, and their accounting policies are also in line with the policies adopted by the CSN.

 

Subsidiaries

 

Subsidiaries are all entities (including special purpose entities) 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.

 

 

FS-13


Joint ventures and joint operations

 

FS-13


Joint 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 obligations of each investor.

 

Joint operations are accounted for in the financial statements in order to represent the Company's contractual rights and obligations. Therefore, the assets, liabilities, revenues and expenses related to its interests in joint operations 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 ventures and, as a result, eliminates part of the equity in results of joint ventures to financial expenses, cost of sales, net sales and income tax and social contribution.

 

Associates

 

Associates are all entities over which the Company has significant influence but not control, generally through a shareholding percentage from 20% up to 50% of the voting rights. Investments in associates are accounted for under the equity method and are initially recognized at cost.

 

·         Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with owners of 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 is recorded in shareholders' equity. Gains and losses on disposals to non-controlling interests are also recognized directly in shareholders' 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 disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

 

2.c) Foreign currencies

 

i.      Functional and presentation currency

 

Items included in the financial statements are 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.     Transactions and balances

 

According to IAS 21 – The effects of changes in foreign exchange rates, transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuations when their values are remeasured. Foreign exchange gains and losses resulting from the settlement of those transactions and from the translation at exchange rates in effect as of December 31, 20182019 related to monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as financial result, except when they are recognized in shareholders' equity as a result of foreign operation characterized as foreign investment.

 

According to IAS 21 and IFRIC 22 – foreign currency transactions and advance consideration, the transactions in which the Company recognizes a non-monetary asset or non-monetary liability involving prepayments or receipts in foreigncurrencyforeign currency are recorded at the exchange rate of the date the entity initially recognized (transaction date) the non-monetary asset or non-current liability monetary.

FS-14


 

The balances of assets and liabilities are translated by exchange rates prevailing at the end of the reporting period. As of December 31, 2018,2019, US$1 is equal to R$3.87484.0307(R$3.30803.8748 at December 31, 2017)2018) and €1 is equal to R$4.5305 (R$4.4390 (R$3.9693 at December 31, 2017)2018), according to the rates obtained from Central Bank of Brazil website.

 

All other foreign exchange gains and losses, including foreign exchange gains and losses related to borrowings and cash and cash equivalents, are presented in the income statement as financial income or expenses.

 

 

FS-14


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 presentation currency are translated into the presentation currency as follows:

 

·        The assets and liabilities of each balance sheet presented are translated by exchange rate at the end of the reporting period;

 

·        The 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 at the transaction dates, in which case income and expenses are translated at the rate in effect at the transaction dates); 

 

·        All resulting exchange differences are recognized as a separate component in other comprehensive income; and

 

·        Gains and losses accumulated in shareholders' equity are included in the income statement when the foreign operation is partially disposed or sold.

 

 

2.d) Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, in bank 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. Bank certificates of deposit and government securities that do not meet the above criteria are not considered cash equivalents and are classified as financial investments, according to note 5.4.

 

 

2.e) Trade receivables

 

Trade receivables are initially recognized at fair value, including the related taxes and expenses, being foreign currency-denominated trade receivables are adjusted at the exchange rate in effect at the end of the reporting period. The accounts receivable with a receipt period of more than 90 days are subject to a present value adjustment and analysis regarding the operation.

 

With the adoption of the new IFRS 9 - Financial instruments, the Company started to apply the new model of expected losses, where it considers all possible loss events over the life of its receivables. These expected credit losses are estimated according to the loss rate by maturity range adopted by the Company since the initial (recognition) date of the asset.

 

The Company considers customer history, default rate, financial situation and the position of its legal advisors to estimate the expected credit losses.

 

2.f) Inventories

FS-15


 

2.f) Inventories

 

Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted average cost method on the acquisition of raw materials. The costs of finished goods 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 on slow-moving or obsolete inventories are recognized when considered necessary.

 

Stockpiled ore inventories are accounted for as processed when removed from the mine. The cost of finished goods comprises all direct costs necessary to transform stockpiled inventories into finished goods.

 

2.g) Investments

 

Investments in subsidiaries, joint ventures 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 income (or expenses). In the case of foreign exchange differences arising on translating foreign investments that have a functional currency different from the Company’s, changes in investments due exclusively to foreign exchange differences, as well as adjustments to pension plans and 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 or written off due to impairment loss. Other investments are recognized at cost or fair value.

 

When necessary, the accounting policies of subsidiaries, joint ventures and associates are changed to ensure consistency with the policies adopted by the Company.

 

2.h) Investment Property

The Company's investment properties consist of land and buildings maintained to earn rental income and capital appreciation. The measurement method used is the acquisition or construction cost less accumulated depreciation and impairment, when applicable. Accumulated depreciation is calculated by linear method based on the estimated useful life of the properties subject to depreciation, see note 8.g. Land is not depreciated as they have an indefinite useful life.

 

2.h)2.i) Business combination

 

The acquisition method is used to account for on each business combination conducted by the Company. The consideration transferred by acquiring an 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.

 

2.i)2.j) 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 10.9. 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 between the normal useful lives of such assets and 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 is replaced 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 accounted for in separate line items of property, plant and equipment.

 

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Gains and losses on disposal are determined by comparing the sale value less the residual value and are recognized in ‘Other���Other operating income (expenses)’.

 

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;

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·        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 from new mineral deposits or from 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, they are capitalized as part of the depreciable cost of developing thedevelopingthe 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 where ore body is located. 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.

 

The Company holds spare parts that will be used to replace parts of property, plant and equipment and that used to increase the asset’s useful life when it exceeds 12 months. These spare parts are classified in property, plant and equipment and not in inventories.

2.k) Leases

As of January 1, 2019, IFRS 16 was adopted by the Company.

When entering into a contract, the Company assesses whether the contract is, or contains, a lease. The lease is characterized by a lease or transmission of the right of use for a fixed period in exchange for monthly payments. A leased asset must be clearly specified.

The Company determines in the initial recognition, the lease term or non-cancellable term, which will be used in the measurement of the right-to-useassetsand lease liabilities. The lease term will be reassessed by the Company when a significant event or significant change occurs in the circumstances that are in the control of the lessee and affect the non-cancellable term. The Company adopts exemption from recognition, as provided for in the standard, for the lessee contracts with terms of less than 12 (twelve) months, or whose underlying asset object of the contract is of low value.

On the start date, the Company recognizes the right to use asset and the lease liability at present value. The asset right of use must be measured at cost. The cost includes the lease liability, initial costs, advance payments, estimated costs to dismantle, remove or restore. The lease liability is measured on the start date by the Company at the present value of the lease payments that are made on that date. The payments are discounted at the interest rate implicit in the lease, or if the rate cannot be determined, an incremental borrowing rate will be used on the Company's loan.

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For contracts that the Company determines the business rate, it is understood that this rate is the rate implied in terms and which is applied to discount the flow of future payments. In contracts with no rate definition, the Company applied the incremental borrowing rate, obtaining it through consultations with banks where it has a relationship, adjusted for the expected inflation for the coming years.

For the subsequent measurement, it is used the cost method to the right-of-use assets and for depreciation as determined in IAS 16 - Property, Plant and Equipment. However, for the purpose of depreciation, the Company determines the use of the straight-line method based on the remaining useful life of the assets or the term of the contract, whichever is shorter.

The effects of PIS and COFINS recoverable generated after the effective payment of the obligations will be recorded as a reduction of depreciation expenses for the right to use and financial expenses recognized monthly.

IAS 36 - Impairment of Assets will also be applied in order to determine whether the right-of-use asset has impairment indicators and to account for any impairment loss identified.

 

2.j)2.l) Intangible assets

 

Intangible assets comprise assets acquired from third parties, including through business combinations. 

 

These assets are recognized at cost of acquisition or formation, less amortization calculated on a straight-line basis on the exploration or recovery periods estimated.

 

Mineral rights acquired are classified in line item ‘’other assets’’as rights and licenses 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. Goodwill on acquisitions from business combinationcombinations is recognized as intangible assets in the consolidated financial statements. The gainnegative goodwill on purchase is recognized as a gain in profit for the periodstatement of income at the acquisition date. Goodwill is annually tested for impairment.impairment or at any time when circumstances indicate a possible loss. 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 CGUs or group of CGUs that are expected to benefit from the business combination in which the goodwill arose, and if that unit is not greater than the operating segment.

 

·      Software

 

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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 in up to 10 years.

 

2.k)2.m) 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 at the amount at which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of the fair value of an asset less costs to sell and its value in use. For impairment testing purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows (Cash Generating Units, or CGUs). Non-financial assets, except for goodwill, which have suffered impairment, are subsequently reviewed for possible reversal of the impairment at the reporting date.

 

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2.l)2.n) 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 periods during which services are provided by employees. Contributions paid in advance are recognized for an asset since it is agreed that either cash reimbursement or future reduction 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. 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. The present value of economic benefits is calculated taking into account the funding requirements applicable to the Company’s plans. 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 are calculated usingcalculatedusing 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. When benefits became vesting rights, all actuarial gains or lossesexpenses are immediately recognized in profit or loss.

 

The Company recognizes all actuarial gains or losses resulting from defined benefit plans immediately in other comprehensive income. If the plan is extinguished, actuarial gains and losses are recognized in profit or loss.

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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.

 

2.m)2.o) Provisions

 

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 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 uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, itsit carrying amount is the present value of those cash flows (when the effect of the time value of money is material).Success fees are accrued to the extent that they make it probable that disbursements will occur. When some or all of the 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.

 

2.n) Concessions

The Company has governmental concessions to provide the following types of services: railway and port 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 Sepetiba Tecon and the port terminal TECAR for exporting ore and importing coal, which is managed by the subsidiary CSN Mineração.

The Company´s concession contracts are not within the scope of IFRIC12 – Service Concession Arrangements, 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, all concession contracts have operating leasing characteristics. Therefore, the accounting should follow the accounting rules applicable to leases, according IAS 17 - Leases.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.

Payments made under operating leases are recognized in the income statement on a straight-line basis over the period of the contracts.

There are assets related to our concessions which are subject to reversion to the grantor at the end of the concession agreement.

 The residual carrying amounts of these assets on December 31, 2018 are listed below with an indication of their classification in our financial statements:

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Concession

Net book value (R$)

Classification in balance sheet

Sepetiba Tecon S.A. (TECON)

347

million

Fixed assets and intangible (Software)

Tecar (CSN Mineração)

1,616

million

Fixed assets and intangible (Software)

FTL - Ferrovia Transnordestina Logística S.A. (FTL)

227

million

Fixed assets

Transnordestina logística S.A. (TLSA)

8,439

million

(1)

Investment

(1) The amount of fixed and intangible assets is recognized in TLSA’s financial statements. The Company recognizes its interest in the assets under the equity method.

 

2.o)2.p) 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 to the amount received, net of taxes.

 

When any Company of the Group buys Company shares (treasury shares), the amount paid, including any directly additional costs (net of income tax), is deducted from shareholders' equity attributable to owners of the Company until the shares are canceled or sold. When these shares are subsequently sold, 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.

 

2.p)2.q) Revenue recognition

 

As of January 1, 2018, IFRS 15 was adopted by the Company, all assets are recorded according to the respective practice.

 

Operating revenue from the sale of goods in the normal course of business is measured at the fair value of the consideration that the entity expects to receive in exchange for the delivery of the good or service promised to the client.

 

Revenue recognition occurs when or as the entity satisfies a performance obligation by transferring the good or service to the customer, understanding that performance obligation is an enforceable promise in a contract with a customer for the transfer of a good / service or a series of goods or services.

 

The transfer is considered to be effected when or as the customer obtains control of that asset.

 

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.

 

Freight export services under the CFR (Cost and Freight) and CIF (Cost, Insurance and Freight) modalities, where the Company is responsible for the freight service, are considered separate services and therefore a separate obligation, with their allocation apart of the price of the transaction and with recognition of the service over time. Such revenue allocated to freight does not significantly affect the results of the Company's fiscal year and, therefore, it is not presented separately in the financial statements. For other services rendered, revenue is recognized based on its realization over time.realization.

 

2.q)2.r) Financial income and financial expenses

 

Financial income includes interest income from funds invested, dividend income not accounted for under the equitymethod,equity method, changes in the fair value of financial assets measured at fair value through profit or loss, and gains on derivative 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.

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Financial expenses comprise interest expenses on borrowings, dividends on preferred shares classified as liabilities, losses on the fair value of financial instruments measured at fair value through profit or loss, impairment losses recognized in financial assets, and losses on derivative 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.

 

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Foreign exchange gains and losses are reported on a net basis.

 

2.r)2.s) Income tax and social contribution

 

Current income tax and social contribution are calculated based on the tax laws 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 taken in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The Group recognizes provisions where appropriate, based on the estimated payments to tax authorities. The income tax and social contribution expense comprises current and deferred taxes. Current 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 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 joint 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 from 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 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.

 

2.s)2.t) Earnings/(Loss) per share

 

Basic earnings/loss per share are calculated by means of the profit/loss for the year attributable to owners of the Group and the weighted average number of common shares outstanding in the related period. Diluted earnings/loss per shareare 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 Group does not have any instruments potentially convertible into shares and, accordingly, diluted earnings/loss per share are equal to basic earnings/loss per share.

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2.t)2.u) Environmental and restoration costs 

 

The Company recognizes a provision for the recovery costs 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 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 Group and that are basically related to the acquisition and installation of equipment to control and/or prevent pollution.

 

Asset retirement obligation (A.R.O) asset retirement obligations consist of cost estimates by deactivation, demobilization or restoration of areas at the end of exploration and resource extraction activities minerals. The initial measurement is recognized as a liability discounted to present value and, subsequently, by the increase expenditure over time. The asset deactivation cost equivalent to the initial liability is capitalized as part of the book value of the asset being depreciated over the useful life of the asset.

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2.u)2.v) Research and development

 

Research expenditures are recognized as expenses when incurred. Expenditures on project developments (related to the design and testing stages of new or improved products) are recognized as intangible assets when it is probable that projects will be successful, based on their commercial and technological feasibility, and only when the cost can be reliably measured. When capitalized, development expenditures are amortized from the start of a product commercial production, on a straight-line basis and over the period of the expected benefit.

 

2.v)2.w) Financial instruments

 

As of January 1, 2018, IFRS 9 was adopted by the Company, all assets and liabilities are recorded according to the respective practice.

 

i)   Financial assets

 

Financial assets are classified into the following categories: assets measured at amortized cost, fair value through profit or loss and fair value through other comprehensive income.Assets are classified according to the definition of the business plan adopted by the Company and the characteristics of the cash flow of the financial asset.

 

·        Recognition and measurement

 

The Company classifies, at initial recognition, its financial assets into three categories: i) assets measured at amortized cost ii) fair value through profit or loss and iii) fair value through other comprehensive income.

 

·        Amortized cost

 

Assets measured at amortizationamortized cost must be measured if both of the following conditions are met: i) the financial asset is maintained within the business plan whose objective is to maintain financial assets for the purpose of receiving contractual cash flows ii) the contractual terms of the financial asset give rise, on specific dates, to cash flows that exclusively constitute payments of principal and interest on the principal amount outstanding, the Company shall recognize its interest income, exchange gains and losses and impairment directly in the income statement

 

·        Fair value through profit or loss

 

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Financial assets should be measured at fair value through profit or loss only if they are not measured as assets measured at amortized cost or fair value through other comprehensive income. The Company must recognize its interest income, foreign exchange gains and losses, impairment, and other net income are recognized directly in income.

 

·        Fair value through other comprehensive income.

 

Financial assets shall be measured at fair value through comprehensive income only when the following conditions are met: i) the financial asset is maintained within a business plan whose objective is achieved by the receipt of contractual cash flow and by the sale of financial assets, ii) the contractual terms of the financial asset give rise, in specific dates and interest on the value of the outstanding principal.

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The assets measured at fair value through other comprehensive income are classified into two categories: i) debt instruments in which the interest income calculated using the effective interest method, the foreign exchange gains and losses and the impairment are recognized in the statement of income. Other net income is recognized directly in the Company's equity, in "other comprehensive income". In derecognition of the asset, the accumulated result in other comprehensive income is reclassified to income, and ii) equity instrument in which these assets are measured subsequent to the fair value. The dividends are recognized as a gain in profit or loss, unless the dividend represents a clear recovery of part of the cost of the investment. Other net income is recognized directly in the Company's equity in "other comprehensive income" and is never reclassified to income.

 

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.

 

Regular purchases and sales of financial assets are recognized at the trading date on which the Company undertakes to buy or sell the asset.

 

·        Derecognition of financial assets

 

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.

 

If the company holds substantially all the risks and rewards of ownership of the financial asset, it must continue to recognize the financial asset.

 

ii)     Financial liabilities

 

Financial liabilities are classified under the following categories: financial liability at amortized cost, fair value through profit or loss. Management determines the classification of its financial liabilities at the time of initial recognition.

 

 

· Financial liabilities measured at amortized cost

 

The Company shall classify all its financial liabilities as amortized cost, except financial liabilities classified at fair value through profit or loss, derivative liabilitiesandcollateral agreement.

 

Other financial liabilities are measured at amortized cost using the effective interest method. The interest expenses, gains and losses are recognized in the income statement.

                                                           

The Company holds the following non-derivative financial liabilities: borrowings, financing, anddividends, leases, forfeit, debentures and trade payables.

 

·  Financial liabilities at fair value through profit or loss

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Financial liabilities classified in category fair value through profit or loss are financial liabilities held for trading or those designated at the time of initial recognition.

 

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Derivatives are also classified as trading securities, and thereby are classified so, unless they have been designated as effective hedging instruments.

 

Gains and losses on financial liabilities classified at fair value through profit or loss are recognized in profit or loss

 

 

· Derecognition of financial liabilities

 

Financial liabilities are written off only when they are extinguished, that is, when the obligation specified in the agreement is settled, canceled or expires. The Company also derecognizes a financial liability when the terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

 

 

iii)    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 as 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 “Financial income (expenses)” in the income statement.

 

· Cash flow Hedge

 

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 and 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 and 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 financial 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 other operational income/ expenses, if applicable.

 

The amounts accumulated in equity are realized in operational resultsresult in the periods when the forecast exports affect the result.

 

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 and, from that moment, the exchange variations are recorded in the financial income/expenses. When the forecast transaction is completed, the gain or loss is reclassified to operationalresult. 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 “Other operationaloperating”.

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The movements of the hedge amounts denominated as export cash flow hedges are shown in note 1312 – Financial Instruments.

 

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· Net investment hedge

 

For net investment hedge, the Company designates part of its financial liabilities as hedging instruments of its overseas investments with functional currencies other than the Group’s functional currency, according to IAS39. Such relationship occurs since the financial liabilities are related to 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 instrument and the hedged item, along with its risk management objectives and its strategy for undertaking hedge 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.

 

The effective portion of changes in the fair value of financial liabilities that are designated and qualify 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 other operating, 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 an other operating income / expenses (ineffectiveness of the hedge).

 

The amounts accumulated in equity will be realized in the statement of profit or loss upon disposal or partial disposal of the foreign operation.

 

The changes in the amounts of hedge denominated as Net investment hedge are shown in note 1312 – Financial Instruments.

 

2.w)2.x) 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 enable decisions regarding resources to be allocated to the segment and assessment of its performance. The Company maintains distinct financial information for the distinct segments.

 

 

2.x)2.y) Government grants

 

Government grants are not recognized untilwhen there is reasonable assurance thatthat:

- the Company will comply to the conditions attaching to them andthem;

- assurance that the grants will be received, so then theyreceived.

Government grants will be recognized in profit or lossas revenue 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 South, North and Northeast regions, which are recognized in profit or loss as a reduction of the corresponding costs, expenses and taxes.

 

2.y)2.z) Noncurrent assets held for sale and discontinued operations

 

Noncurrent assets and groups of assets are classified as held for sale if their carrying amount is recovered mainly through a sale transaction and not through continued use.

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The criteria for classification of items held for sale are considered to be met only when the sale is highly probable and the asset or group of assets is available for immediate sale.

 

Assets and liabilities classified as held for sale are presented separately as current items in the balance sheet.

 

Classification as a discontinued operation occurs through disposal, or when the transaction meets the criteria to be classified as held for sale if this occurs earlier. A discontinued operation is a component of a Group business which comprises operations and cash flows that may be clearly distinct from the rest of the Group and represent a separate business line or geographical area of ​​operations.

FS-25


 

The result of discontinued operations is presented in a single amount in the income statement, including the total income after income tax of these operations, less any impairment loss.

 

2.z)2.a.a) New standardsstandard and interpretations issued andinterpretation not yet adopted

 

The following standardsstandard and interpretations haveinterpretation has been issued and will be mandatory for subsequent accounting periods, that is, as of January 1, 2019, 2020 and 2021 and were not early adopted by the Group for the year ended December 31, 2018:2019:

 

Standard

Main items introduced by the standard

Effective date

 

The Conceptual framework for financial reporting

Review of the Conceptual Framework by establishing a comprehensive set of concepts for guidance on financial performance reporting; better definitions and guidelines, highlighting the definition of a liability; and clarification in relevant areas.

January 1, 2020

The Conceptual Framework for Financial Reporting

The Conceptual Framework for Financial Reporting defines the fundamental concepts to financial reporting that guide regulatory bodies in developing their standards accounting.

The proposed changes aim to bring accounting information and better understanding of the scope of application of the standard. The Company estimates that it will not have significant impacts by the revision of Conceptual Framework for Financial Reporting, since the concepts established by the standard are already applied.

2.a.b) New standard and interpretation already adopted

The following standards and interpretations have been issued and were applied by the Company as of January 1, 2019:

 

 

StandardMain items introduced by the standardEffective date
IFRS16 – Leases

This new standard defines the principles for recognition, measurement, presentation and disclosure of leases and introduces a single model for the accounting of leases in the balance sheet for the lessees. A lessee recognizes a right of use asset that represents his right to use the leased asset and a lease liability that represents his obligation to make lease payments. Optional exemptions are available for short-term leases and low-value items. For lessors, accounting treatment remains practically the same, with the classification of leases as operating leases or financial leases.

IFRS 16 replaces existing lease standards, including IAS 17 - Leasing operations and IFRIC 4, SIC 5 and SIC 27 - Complementary aspects of leasing operations

January 1, 2019

IFRIC 23 – Uncertainty over Income Tax Treatments

Can be unclear how tax law applies to a particular transaction or circumstance. This interpretation complements IAS 12 – Income Tax, to clarify how to reflect the effects of uncertainty over income tax treatments.

January 1, 2019

The Conceptual framework for financial reporting

Review of the Conceptual Framework by establishing a comprehensive set of concepts for guidance on financial performance reporting; better definitions and guidelines, highlighting the definition of a liability; and clarification in relevant areas.

January 1, 2020

 

The following information presents the possible impacts on the adoptioneffects of IFRS16 – Leases and IFRIC 23 – Uncertainty over Income Tax Treatments, which were available at the time of the preparation of these financial statements. In this way, these preliminary assessments and their potential impactsIFRS 16 are subject to change until the initial adoption is disclosedfurther detailed in the 2019 financial statements.Note 13.

 

·IFRS 16 – Leases

FS-26


IFRS 16 aims to unify the accounting model of the lease, requiring lessee to recognize the assets and liabilities of all leases at present value, unless it has the following characteristics that areIFRIC 23 did not bring any impact in the scope exemption fromCompany’s financial statements as of and for the rule: (i) contract with a term of not more than twelve months; and ii) has a low value or is based on variable values.

The Company concluded that with the adoption of the standard, we will have a reduction in operating expenses and an increase in financial expenses, once the asset "right of use" is amortized and the lease liability is updated to reflect the consideration to be paid over the contract period.

The standard is applicable as from January 1, 2019, the Company opted to apply the modified retrospective approach, recognizing the cumulative effect as an adjustment in the opening balance.

The Company estimates the impact of R$578 million in the consolidation in the initial recognition of the right of use and lease liabilities.

·IFRIC 23 - Uncertainty over Income Tax Treatments

This interpretation is intended to clarify how the company should evaluate the uncertainties in accounting for income taxes when the applicable legislation is not clear.

The company evaluated current events and the accounting treatment applied in each situation in the light of this interpretation, we concluded that IFRIC 23 does not have effects arising from tax positions adopted that may be challenged by the Brazilian tax authorities.year ended December 31, 2019.

 

 

3SALE OF FOREIGN SUBSIDIARY

During the second quarter of 2018, Companhia Siderúrgica Nacional ("CSN") announced to its shareholders and to the market, through a Material Fact, the sale by its wholly-owned subsidiary CSN Steel S.L.U., total interest in Heartland Steel Processing, LLC, new corporate name of Companhia Siderúrgica Nacional LLC ("LLC") to Steel Dynamics, Inc. ("SDI"), approved on the same date by the Board of Directors. The LLC is located in the United States with operations in stripping, cold rolling and galvanizing of flat steel.

Still in the second quarter of 2018, after fulfilling all the precedent conditions foreseen in the purchase and sale agreement entered into with SDI, the Company concludes the transaction with the transfer of the equity interest and receipt of the base value of the transaction, adjusted in US$ 400 million, as shown below:

 

06/30/2018

 

Change in working capital

 

In 2018

 

U$$

 

R$

 

U$$

 

R$

 

R$

 

 

 

 

 

 

 

 

 

 

Receipt from disposal of the investment

395,661

 

1,525,590

     

1,525,590

Deposit in Warranty

2,000

 

7,712

     

7,712

Contractual expenses and fees (d)

2,339

 

9,021

     

9,021

Basis price for alienation (a)

400,000

 

1,542,323

     

1,542,323

Working Capital Receivable (b) (*)

34,008

 

131,127

 

3,581

 

14,402

 

145,529

Shareholder's Equity da LLC (c)

133,445

 

514,537

     

514,537

Net gain of alienation = (a+b-c-d)

298,224

 

1,149,892

 

3,581

 

14,402

 

1,164,294

(*) The final value of the transaction was subject to post-closing adjustment of working capital, which was completed in September 2018. The working capital of LLC ascertained and received was US$37,589 equivalent to R$145,529. The sale of LLC generated a cumulative gain in the year of 1,164,294 (see note 24).

The net investment, results and cash flows from the sale of the investment are summarized below:

FS-27


3.a) Balance sheet

LLC

06/30/2018

ASSETS

Current Assets

418,014

Cash and cash equivalents

  760

Trade Receivable

114,266

Inventory

299,373

Other current assets

3,615

Non-current assets

191,431

Other non-current assets

  205

Property, plant and equipment

191,226

 TOTAL ASSETS

609,445

LIABILITIES

Current Liabilities

89,810

Borrowings and Financing

5,446

Social and Labor obligations

5,526

Trade payables

76,400

Tax payables

1,398

Other payables

1,040

Non-current liabilities

5,098

Borrowings and Financing

5,098

Shareholders' equity (disposal)

514,537

 TOTAL LIABILITIES

609,445

3.b) Statement of Income

 

06/30/2018

 

06/30/2017

Net Revenues

997,061

 

472,409

Cost from sale of goods and rendering of services

(888,850)

 

(388,322)

Gross profit

108,211

 

84,087

Selling expenses

(24,650)

 

(10,521)

General and administrative expenses

(15,649)

 

(9,531)

Other operating expenses, net

(844)

 

(358)

Profit before financial income (expenses)

67,068

 

63,677

Financial income (expenses), net

(2,641)

 

(428)

Profit (loss) before taxes

64,427

 

63,249

Income tax and Social Contribution

(1,730)

 

-

Profit (loss) for the period

62,697

 

63,249

3.c) Statement of Cash Flows

 

06/30/2018

 

06/30/2017

Net cash provided by (used) by operating activities

149,691

 

(69,216)

Net cash provided by (used) by investing activities

(6,269)

 

(2,492)

Net cash provided by (used) by financing activities

(176,592)

 

(1,860)

Increase (decrease) in cash and cash equivalents for the period

(33,170)

 

(73,568)

Cash and equivalents at the beginning of the year

33,930

 

112,428

Cash and equivalents at the end of the year

760

 

38,860

FS-28


Net revenue receipts from sale of subsidiary LLC

In 2018

Net cash received from the sale of the asset

1,525,590

Cash and cash equivalents transferred on the sale of the assets

(760)

Working capital received

145,529

Net cash provided by the sale of assets

1,670,359

4      CASH AND CASH EQUIVALENTS

 

 

Consolidated

 

 

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Current

 

 

 

 

 

 

Cash and cash equivalents

      

Cash and banks

       1,124,714

 

          193,702

496,769

 

1,124,714

   

 

 

 

Short-term investments

 

 

 

 

 

 

In Brazil:

   

 

 

 

Government securities

            10,247

 

            12,100

69,093

 

10,247

Private securities

          609,480

 

          644,525

462,831

 

609,480

          619,727

 

          656,625

531.924

 

619,727

Abroad:

   

 

 

 

Time deposits

503,563

 

2,561,245

Private securities

60,262

 

503,563

Total short-term investments

1,123,290

 

3,217,870

592,186

 

1,123,290

Cash and cash equivalents

2,248,004

 

3,411,572

1,088,955

 

2,248,004

 

 

The funds available established in Brazil, are basically invested in repurchase agreements and Bank Certificate of Deposit (“CDBs”) and yield interest based on the floating of Certificates of Interbank Deposits (“CDI”) and government securities are basically repurchase agreements backed by National Treasury Notes. The Company invests part of the resources through the exclusive investment funds, whose financial statements have been consolidated in the Company.TheCompany. The funds are managed by BNY Mellon Serviços Financeiros DTVM S.A. and Caixa Econômica Federal (CEF).

 

FS-26


The funds available abroad are invested intime deposits private securities, in banks considered by management as top rated banks and the returns are based on fixed interest rates

 

54      FINANCIAL INVESTMENTS

 

  

Consolidated

 

 

 

 

Current

  Non current
  

12/31/2018

 

12/31/2017

 

12/31/2018

CDB - Certificate of bank deposit (1)

 

882,376

 

716,218

  

Government securities (2)

 

13,337

 

19,494

  

Time Deposit (3)

 

    

7,772

  

895,713

 

735,712

 

7,772

 

Consolidated

 

Current

 

Non Current

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

CDB - Certificate of bank deposit(1)

481,409

 

882,376

 

 

 

 

Government securities(2)

37,144

 

13,337

 

 

 

 

Time Deposit(3)

 

 

 

 

 

 

7,772

Usiminas shares(4)

2,114,620

 

 

 

 

 

 

Bonds(5)

 

 

 

 

95,719

 

 

 

2,633,173

 

895,713

 

95,719

 

7,772

FS-29


 

(1)    Financial investment with restricted modality and linked to Bank Certificate of Deposit to secure a letter of guarantee of certain loans.from financial institutions.

 

(2)    Investments in National Treasury Bills (LFT) managed by its exclusive funds.

 

(3)    InvestmentsAs of December 31, 2019, the investments in Time Deposit in custody to cover additional expenses of the sale of LLC.LLC was fully redeemed.

(4)In December 2019, the Company opted to reclassify Usiminas' investment to current assets (see notes 8.f and 12.II), and part of the shares guarantees a portion of the Company's debt.

(5)Bonds with Fibra Bank due in February 2028.

 

 

65      TRADE RECEIVABLES  

  

Consolidated

  

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Trade receivables

      

Third parties

      

Domestic market

1,369,396

 

1,290,823

1,118,632

 

1,369,396

Foreign market

852,821

 

982,846

1,003,905

 

852,821

2,222,217

 

2,273,669

2,122,537

 

2,222,217

Allowance for doubtful debts

(237,352)

 

(191,979)

    (245,194)

 

(237,352)

1,984,865

 

2,081,690

1,877,343

 

1,984,865

Related Parties (note 19 b)

93,317

 

115,388

Related Parties (note 18 b)

170,588

 

93,317

2,078,182

 

2,197,078

2,047,931

 

2,078,182

 

In accordance with Group’ internal sales policy the GroupThe Company  performs operations relating to assignment of receivables without co-obligation in which, after assigning the customer’s trade notes/bills and receiving the amounts from each transaction closed, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. In the consolidated, this transaction totals R$51,161 as of December 31, 2019 (R$46,210 as of December 31, 2018 (R$186,827 as of December 31, 2017)2018).

 

The breakdown of gross trade receivables from third parties is as follows:

   

Consolidated

 

12/31/2019

 

12/31/2018

Current

   1,739,746

 

1,514,847

Past-due up to 30 days

     132,845

 

177,287

Past-due up to 180 days

       23,877

 

47,684

Past-due over 180 days

      226,069

 

482,399

 

   2,122,537

 

2,222,217

 

    

Consolidated

  

12/31/2018

 

12/31/2017

Current

 

1,514,847

 

1,391,839

Past-due up to 30 days

 

177,287

 

167,760

Past-due up to 180 days

 

47,684

 

142,346

Past-due over 180 days

 

482,399

 

571,724

 

 

2,222,217

 

2,273,669

FS-27


The movements in the Group’s allowance for doubtful debts are as follows

 

 

Consolidated

Consolidated

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Opening balance

 

(191,979)

 

(172,782)

(237,352)

 

(191,979)

Expected credit losses

 

(53,706)

 

(36,697)

(43,313)

 

(53,706)

Recovery of receivables

 

8,333

 

17,500

35,471

 

8,333

Closing balance

 

(237,352)

 

(191,979)

(245,194)

 

(237,352)

FS-30


With the adoption of IFRS 9 - Financial Instruments, the Company changed the model as from January 1, 2018 from "losses incurred" to "expected credit losses", where it began to constitute the impairment from the date of recognition of the assets (accounts receivable to expire). The application of IFRS 9 did not bring material impacts to the Company.

 

76      INVENTORIES

 

 

 

Consolidated

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Finished goods

1,362,981

 

1,308,802

1,691,842

 

1,501,969

Work in progress

1,122,933

 

1,135,589

1,294,369

 

1,217,611

Raw materials

1,560,499

 

1,050,588

1,493,129

 

1,584,140

Spare parts

856,097

 

814,725

902,135

 

857,402

Iron ore

258,612

 

278,041

Advances to suppliers

36,192

 

12,514

35,828

 

36,192

(-) Provision for losses

(157,754)

 

(135,840)

(134,553)

 

(157,754)

5,039,560

 

4,464,419

5,282,750

 

5,039,560

   

 

The movements in the provision for inventory losses are as follows:

 

 

Consolidated

Consolidated

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Opening balance

 

(135,840)

 

(101,176)

(157,754)

 

(135,840)

(Estimated losses) / Reversal of inventories with low turnover and obsolescence

(Estimated losses) / Reversal of inventories with low turnover and obsolescence

(21,914)

 

(34,664)

23,201

 

(21,914)

Closing balance

 

(157,754)

 

(135,840)

(134,553)

 

(157,754)

FS-31


 

 

FS-28


87        OTHER CURRENT AND NON-CURRENT ASSETS

 

The group of other current and non-current assets is comprised as follows:

 

 

 

 

 

 

 

  

Consolidated

 

Current

Non-current

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

Judicial deposits (note 17)

    

347,950

 

339,351

Credits with the PGFN (1)

    

46,774

 

46,774

Recoverable taxes (2)

1,412,335

 

866,986

 

1,822,388

 

401,071

Prepaid expenses

49,830

 

50,078

 

49,808

 

30,741

Actuarial assets - related parties (Note 19 b)

    

99,894

 

111,281

Derivative financial instruments (note 13 I)

351

      

Securities held for trading (note 13 I)

4,503

 

2,952

    

Iron ore inventory (3)

    

144,499

 

144,499

Northeast Investment Fund – FINOR

    

26,598

 

26,598

Loans with related parties (notes 19 b and 13 I)

2,675

 

2,441

 

706,605

 

554,694

Other receivables from related parties (Note 19 b)

3,649

 

3,577

 

218,840

 

30,770

Other receivables (note 13 I)

    

7,451

 

20,024

Principal and monetary adjustment related to the Eletrobrás' compulsory loan (Note 13 I) (4)

    

813,428

 

784,741

Dividends receivable (note 19b) (*)

46,171

 

41,528

    

Employee debt (*)

31,645

 

33,942

    

Sea freight (5)

117,156

      

Other receivables (*)

12,753

 

3,667

    

Others

71,956

 

67,544

 

988

 

37,931

 

1,753,024

 

1,072,715

 

4,285,223

 

2,528,475

        
 

 

 

 

 

  

Consolidated

 

Current

Non-current

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Judicial deposits (note 16)

 

 

 

 

328,371

 

347,950

Credits with the PGFN(1)

 

 

 

 

46,774

 

46,774

Recoverable taxes(2)

1,282,415

 

1,412,335

 

2,119,940

 

1,822,388

Prepaid expenses

107,428

 

49,830

 

126,213

 

49,808

Freight expenses(3)

96,305

 

117,156

 

 

 

 

Actuarial assets - related parties (Note 18 b)

 

 

 

 

13,714

 

99,894

Derivative financial instruments (note 12 I)

1,364

 

351

 

4,203

 

 

Securities held for trading (note 12 I)

4,034

 

4,503

 

 

 

 

Iron ore inventory(4)

 

 

 

 

144,499

 

144,499

Northeast Investment Fund – FINOR

 

 

 

 

199

 

26,598

Loans with related parties (notes 18 b and 12 I)

 

 

2,675

 

846,300

 

706,605

Other receivables from related parties (Note 18 b)

1,830

 

3,649

 

428,672

 

218,840

Other receivables (note 12 I)

 

 

 

 

7,059

 

7,451

Eletrobrás' compulsory loan (Note 12 I)(5)

 

 

 

 

845,284

 

813,428

Dividends receivable (note 18 b)

44,554

 

46,171

 

 

 

 

Employee debt

33,045

 

31,645

 

 

 

 

Others

102,021

 

84,709

 

146,326

 

988

 

1,672,996

 

1,753,024

 

5,057,554

 

4,285,223

       

 

(*) In December 2018, the Company reclassified the balances from 2017 related to Dividends receivable, Employee Debits and Other Receivables to Other Current and Non-Current Assets. Previously, the amounts were presented in the note ‘Accounts Receivable’.

 

(1)     Refers to the excess of judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

 

(2)    Refers mainly to PIS / COFINS, ICMS recoverable and income and social contribution taxes to be offset. On September 20, 2018, res judicata the writ of mandamus and special appeal filed in 2006, in which CSN and Federal Union were parties, related to the discussion about the non-inclusion of ICMS in the calculation base of PIS and COFINS, confirmed the CSN's right to offset the amounts unduly paid under these taxesover-collected from 2001 to 2013. In this way, the Company recognized in 2018 the amount of R$ 2,208,462, under "Taxes recoverable", being in the current assets R$ 793,516 and in the noncurrent R$ 1,414,945 and in the "Other Operating" account, was recognized the amount of R$ 1,102,365, see note 24, and R$ 1,106,097 as "Financial Result", see note 25.2014.

FS-32


(3)Refers a payment of freight expenses and maritime insurance over revenues didn’t recognized.

(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 infrom the firstsecond half of 2020.2021.

 

(4)(5)    This is a certain and due amount, arising from the res judicata favorable decision to the Company, which is irreversible and irrevocable, in order to apply the STJ's consolidated position on the subject, which culminated in the conviction of Eletrobrás to the payment of the correct interest and monetary adjustment of the Compulsory Loan. The res judicata decision, as well as the certainty about the amounts involved in the liquidation of the sentence (judicial procedure to request the satisfaction of the right), allowed the conclusion that the entry of this value is certain. In addition to this amount already recorded, the Company continues to seek alternatives for the recovery of additional credits and the estimate can reach an amount greater than R$350 million.

 

 

(5)Refers to payment of freight expenses and marine insurance on unrecognized sales revenues, following the guidelines of IFRS15, the freight in incoterms "CIF" is considered a distinct performance obligation and for these, there’s no conclusion about the delivery process in December 31, 2018, but the transport service provider had already been paid.

FS-29


 

98      INVESTMENTS

 

·                           Reduction of financial leverage

 

With the primary objective of reducing the Company’s financial leverage, Management is committed to a plan to dispose of a set of assets, however, it is not possible to confirm that the sale within a period of 12 months is highly probable for any of the assets contemplated.contemplated in the plan. The Company considers several sales scenarios that vary according to different macroeconomic and operational assumptions. In this context, the Company did not segregate and did not reclassify such assets in the financial statements as discontinued operations in accordance with IFRS 5.

 

9.a)8.a) Investments in joint ventures, joint operations, associates and other investments

FS-33



 

 

12/31/2018

 

12/31/2017

 

12/31/2019

  

12/31/2018

Companies

 

Number of shares (in units)

 

   

Participation in

 

 

 

 

 

 

 

Participation in

 

 

 

 

Participation in

 

Participation in

  

% equity interest

 

Assets

 

Liabilities

 

 

 

Fair Value Allocation

 

Net income / (loss) for the year

 

% equity interest

 

Assets

 

Liabilities

   

Fair Value Allocation

Net income / (loss) for the year

Assets

 

Liabilities

 

Shareholders’

equity

 

Fair Value

 

Profit /

(Loss) for

the period

 

Assets

 

Liabilities

 

Shareholders’

equity

 

Fair Value

 

Profit /

(Loss) for

the period

  

Shareholders’ equity

   

Shareholders’ equity

 
  

Fair Value Allocation

Net income / (loss) for the year

% equity interest

Assets

Liabilities

 
  

Joint-venture and Joint-operation

Joint-venture and Joint-operation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MRS Logística S.A.(*)

 

  126,716,070

  

37.27

 

  3,125,912

 

1,693,200

 

  1,878,095

  

194,403

37.27

  3,039,761

1,714,729

  1,782,162

  

  171,905

MRS Logística S.A.

 

4,145,205

 

  2,616,218

 

     1,528,987

 

   433,635

 

187,597

 

3,125,912

 

1,693,200

 

   1,432,712

 

445,383

 

194,403

MRS - fair value amortization (Note 8.b)

 

 

 

 

 

 

 

 

 

 (11,747)

 

 

 

 

 

 

 

 

 

  (11,746)

CBSI - Companhia Brasileira de Serviços de Infraestrutura

CBSI - Companhia Brasileira de Serviços de Infraestrutura

1,876,146

 

 

50.00

 

25,941

 

19,997

 

5,944

 

 

 

  4,501

 

50.00

 

  16,005

 

  13,654

 

2,351

 

 

  1,785

         

  6,695

 

   25,941

 

19,997

 

5,944

   

   4,501

Transnordestina Logística S.A.

 

  24,168,304

 

 

46.30

 

  4,065,604

 

2,883,851

 

  1,181,753

 

271,116

 

  (20,429)

 

46.28

 

3,806,380

 

  2,604,198

 

  1,202,182

 

271,116

(21,357)

Transnordestina Logística S.A. (*)

 

   4,398,434

 

   3,209,378

 

   1,189,056

 

   271,116

 

  (17,100)

 

  4,065,604

 

2,883,851

 

1,181,753

 

271,116

 

   (20,429)

 

 

 

 

 

 

  7,217,457

 

4,597,048

 

3,065,792

 

271,116

 

178,475

 

 

 

  6,862,146

 

  4,332,581

 

2,986,695

 

  271,116

152,333

 

8,543,639

 

5,825,596

 

2,718,043

 

704,751

 

  165,445

 

7,217,457

 

4,597,048

 

2,620,409

 

716,499

 

  166,729

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil

 

  46,994,971

 

 

20.00

 

40,712

 

  26,308

 

  14,404

 

 

 

(5,087)

 

20.00

 

43,653

 

23,978

 

19,675

 

 

(4,368)

 

   44,435

 

  31,712

 

  12,723

   

(1,682)

 

   40,712

 

   26,308

 

  14,404

   

   (5,087)

 

 

 

 

 

 

40,712

 

  26,308

 

14,404

 

 

 

(5,087)

 

 

 

  43,653

 

  23,978

 

  19,675

 

 

(4,368)

 

   44,435

 

31,712

 

   12,723

 

 

 

  (1,682)

 

   40,712

 

   26,308

 

14,404

 

 

 

(5,087)

Classified as fair value through profit or loss and comprehensive income (Note 13 I)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Classified at fair value through profit or loss (note 12 I)

                    

Usiminas

 

 

 

 

 

 

 

 

 

 

2,250,623

 

 

 

 

 

 

 

 

 

 

 

  2,200,459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,250,623

 

 

 

 

Panatlântica

 

 

 

 

 

 

 

 

 

 

28,566

 

 

 

 

 

 

 

 

 

 

 

21,974

 

 

 

     

47,300

         

28,566

    

 

 

 

 

 

 

 

 

 

 

  2,279,189

 

 

 

 

 

 

 

 

 

 

 

2,222,433

 

 

 

 

 

 

 

 

   47,300

 

 

 

 

 

 

 

 

 

  2,279,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    

Other Investments

 

 

 

 

 

 

 

 

 

 

112

 

 

 

 

 

 

 

 

 

 

 

76

 

 

 

Eliminations (Note 8.b)

 

 

 

 

 

 

 

 

 

   (38,219)

 

 

 

 

 

 

 

 

 

  (28,252)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    

Other Investiments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Others

     

  157

   

171

     

   112

   

   2,316

 

 

 

 

 

  157

 

 

 

171

 

 

 

 

 

   112

 

 

 

   2,316

Total Investiments in affiliated companies

3,482,974

5,630,613

Total Equity in results of affiliated companies (Note 8.b)

 

125,715 

135,706 

Investment properties

101,195 

Total Investments

 

 

 

 

 

 

 

 

 

 

5,359,497

 

271,116

 

 

 

 

 

 

 

 

 

5,228,879

 

  271,116

 

3,584,169 

  5,630,613 

 

 

 

 

 

 

 

 

 

 

5,630,613

 

 

 

 

 

 

 

 

 

5,499,995

 

(*)As of December 31, 2019, and 2018, the Fair Value generated in the loss of control of Transnordestina Logística S.A. is R$ 659,105 and impairment of R$ 387,989.

 

(*) On December 31, 2018 and 2017, the Company directly owned 26,611,282 common shares, 2,673,312 Class A preferred shares and 34,092,604 Class B preferred shares, totaling 36,765,916 preferred shares and indirectly through its subsidiary CSN Mineração 25,802,872 common shares, 37,536,000 Class A preferred shares of MRS Logística S.A.;

The number of shares, the carrying amounts of assets, liabilities and shareholders’ equity, and the amounts of profit or loss for the year refer to the equity interests held by CSN in those companies.

 

FS-30


 

9.b)8.b) Changes of investments balances in joint ventures, joint operations, associates and other investments

   

Consolidated

 

12/31/2018

 

12/31/2017

  

Opening balance of investments

5,499,995

 

4,568,451

Opening balance of loss provisions

 

 

 

Capital increase

  

20,579

Dividends

(87,846)

 

(79,189)

Comprehensive income (1)

272

 

850,640

Equity in results of affiliated companies (2)

173,145

 

147,800

Receipt of sale - Usiminas' shares

(39,377)

 

 

Update of shares measured at Fair Value through profit or loss (VJR) (note 13 II)

96,133

 

 

Amortization of fair value – investment in MRS

(11,746)

 

(11,746)

Others

37

 

3,460

Closing balance of investments

5,630,613

 

5,499,995

FS-34


 

   

Consolidated

 

12/31/2019

 

12/31/2018

Opening balance of investments

5,630,613

 

5,499,995

Capital increase

27,909

 

 

Dividends(1)

(94,603)

 

(87,846)

Comprehensive income(2)

(2,592)

 

272

Equity in results of affiliated companies(3)

175,524

 

173,145

Receipt arising from the sale of Usiminas’ shares

 

 

(39,377)

Update of shares classified at fair value through profit or loss (Note 12 II)

(118,780)

 

96,133

Reclassification of Usiminas shares

(2,114,620)

 

 

Consolidation CBSI (Note 8d)

(8,775)

 

 

Amortization of fair value - investment MRS

(11,747)

 

(11,746)

Others

45

 

37

Closing balance of investments

3,482,974

 

5,630,613

 

(1) RefersIn 2019, refers to the marked-to-marketallocation of investments classified at fair value through profit or loss,dividends of Itá Energética, CSN Energia, CSN Mineração, Sepetiba Tecon, CBSI – Companhia Brasileira de Serviços de Infraestrutura and joint venture MRS Logística. 

(2) Refers to translation to the reporting currency of the foreign investments of which functional currency is not the Brazilian Reais, actuarial gain/loss and gain/loss on net investment hedge from investments measured byaccounted for under the equity method.

 

(2)(3) The table below shows the reconciliation of the equity in results of affiliated companies included on investment balance withclassified as joint venture and associates and the amount disclosed in the income statement and it is due to the elimination of the results of the CSN´s transactions with these companies

.

 

  

Consolidated

  

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

      

Equity in results of affiliated companies

 

 

 

 

 

 

MRS Logística S.A.

194,403

 

171,905

187,597

 

194,403

CBSI - Companhia Brasileira de Serviços de Infraestrutura(1)

4,501

 

1,785

6,695

 

4,501

Transnordestina Logística S.A.

(20,429)

 

(21,357)

(17,100)

 

(20,429)

Arvedi Metalfer do Brasil S.A.

(5,087)

 

(4,368)

(1,682)

 

(5,087)

Others

(243)

 

(165)

14

 

(243)

173,145

 

147,800

175,524

 

173,145

Eliminations

   

 

 

 

To cost of sales

(42,806)

 

(40,823)

(57,908)

 

(42,806)

To taxes

14,554

 

13,880

19,689

 

14,554

Others

 

 

 

 

 

 

Amortization of fair value – investment in MRS

(11,746)

 

(11,746)

(11,747)

 

(11,746)

Others

2,559

  

157

 

2,559

Equity in results adjusted

135,706

 

109,111

125,715

 

135,706

(1) Refers to the equity in results of affiliated companies until November 30, 2019.

 

 

98.c) Additional information about the main operating subsidiaries

 

·SEPETIBA TECON S.A. (“Tecon”)

FS-31


 

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.

 

FS-35


Tecon won a bidding procedure and entered into the lease agreement in October 23, 1998 for operation of the port terminal for a period of 25 years, extendable for an equal period.

 

Upon termination of the lease, it will return to the Union as well as all the rights and privilegesbenefits 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/RO and Ariquemes/RO. 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.

 

·COMPANHIA METALÚRGICA PRADA (“Prada”)

 

Prada operates in the area of two segments: steel metal packaging, production and processing and distribution of flat steel.

 

Metal packaging

 

In the steel metal packaging segment, Prada produces its supply chain includes the chemical and food segments, providing packaging and printing services to leading companies in the market.

 

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 all national companies.

 

·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 Transnordestina Logística S.A, the Company holds the concession to operate the railway cargo transportation, the public service is provided in northeastern Brazil, which includes the railway between the towns of Sao Luis to Mucuripe, ArrojadoAltos, Altos to Recife, ItabaianaFortaleza, Fortaleza to Cabedelo,Souza, Souza to Recife/Jorge Lins, Recife/Jorge Lins, Recife/Jorge Lins to Salgueiro, Jorge Lins to Propriá, Paula Cavalcante to Cabedelo (Cabedelo Branch) and Itabaiana to Macau and Propriá to Jorge Lins(Macau Branch) ("Network I").

 

As of May 2018,13, 2019, the CSN subscribed shares by capitalization of advances for future capital increase amounting R$ 33,633,27,670, therefore its participation in the share capital of the company increased from 90.78%91.69% to 91.69%92.38%. As a result of the operations described above that caused a change in the shareholder’s participation, the Company recorded a loss in the amount of R$(104)293, recorded in shareholders' equity in other comprehensive income.

 

FS-32


·CSN MINERAÇÃO S.A. (“CSN Mineração”)

 

FS-36


Headquartered in Congonhas, Minas Gerais, it is primarily engaged in the production, purchase and sale of iron ore. CSN Mineração S.A.ore and commercializes its products mainly in the overseas market. From November 30,2015, the CSN Mineração S.A. 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%.

 

·MINÉRIOS NACIONAL S.A. (“Minérios Nacional”)

 

Headquartered in Congonhas, Minas Gerais, Mineração Nacional is mainly engaged in the production and commercialization of iron ore. This subsidiary concentrates the mining rights assets related to the Fernandinho, Cayman and Casa de Pedra mines transferred to this subsidiary in the business combination process that took place in 2015.

 

 

9.d)8.d) 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´ profit/loss:

results:

 

 

12/31/2018

 

12/31/2017

     

12/31/2019

       

12/31/2018

 

Joint-Venture

 

 Joint-Operation

 

Joint-Venture

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

Equity interest (%)

 

MRS Logística

 

CBSI

 

 Transnordestina Logística

 

Itá Energética

 

MRS Logística

 

CBSI

 

 Transnordestina Logística

 

Itá Energética

 

MRS Logística

 

 Transnordestina Logística

 

Itá Energética

 

MRS Logística

 

CBSI

 

 Transnordestina Logística

 

Itá Energética

34.94%

 

50.00%

 

46.30%

 

48.75%

 

34.94%

 

50.00%

 

46.30%

 

48.75%

34.94%

 

47.26%

 

48.75%

 

34.94%

 

50.00%

 

46.30%

 

48.75%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                              

Cash and cash equivalents

 

  345,962

 

2,091

 

  19,234

 

29,870

 

484,978

 

101

 

5,763

 

16,231

 

670,296

 

17,166

 

65,793

 

  345,962

 

2,091

 

  19,234

 

29,870

Advances to suppliers

 

  17,750

 

  73

 

  1,734

 

  937

 

14,911

 

37

 

 

  22

 

20,100

 

  3,240

 

 363

 

17,750

 

73

 

  1,734

 

937

Other current assets

 

  736,768

 

41,284

 

  108,851

 

16,718

 

685,311

 

  28,475

 

49,494

 

16,447

 

  1,326,281

 

59,405

 

15,955

 

  736,768

 

41,284

 

108,851

 

16,718

Total current assets

 

1,100,480

 

43,448

 

  129,819

 

47,525

 

  1,185,200

 

  28,613

 

55,257

 

32,700

 

  2,016,677

 

79,811

 

82,111

 

1,100,480

 

43,448

 

129,819

 

47,525

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other non-current assets

 

  804,570

 

2,111

 

  222,630

 

25,840

 

693,434

 

974

 

238,004

 

27,459

 

789,562

 

258,391

 

24,361

 

  804,570

 

2,111

 

222,630

 

25,840

Investments, PP&E and intangible assets

 

6,482,292

 

6,324

 

8,428,567

 

457,578

 

  6,277,550

 

  2,423

 

  7,927,881

 

484,406

 

 8,316,033

 

  8,968,447

 

  426,403

 

6,482,292

 

6,324

 

  8,428,567

 

457,578

Total non-current assets

 

7,286,862

 

8,435

 

8,651,197

 

483,418

 

  6,970,984

 

  3,397

 

 8,165,885

 

511,865

 

  9,105,595

 

  9,226,838

 

  450,764

 

7,286,862

 

8,435

 

  8,651,197

 

483,418

Total Assets

 

8,387,342

 

51,883

 

8,781,016

 

530,943

 

  8,156,184

 

  32,010

 

  8,221,142

 

544,565

 

11,122,272

 

  9,306,649

 

  532,875

 

8,387,342

 

51,883

 

  8,781,016

 

530,943

                              

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

  422,793

 

  4,350.0000

 

  75,906

 

 

668,947

 

  1,411

 

52,691

 

 

653,784

 

103,877

   

  422,793

 

4,350

 

  75,906

  

Leases

 

256,034

 

 

 

 

 

 

 

 

 

 

 

 

Other current liabilities

 

1,368,290

 

33,844

 

  179,816

 

18,298

 

  1,272,365

 

  25,898

 

113,739

 

33,666

 

  1,561,684

 

171,821

 

16,793

 

1,368,290

 

33,844

 

179,816

 

18,298

Total current liabilities

 

1,791,083

 

38,194

 

  255,722

 

18,298

 

  1,941,312

 

  27,309

 

166,430

 

33,666

 

  2,471,502

 

275,698

 

16,793

 

1,791,083

 

38,194

 

255,722

 

18,298

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

             

Borrowings and financing

 

2,111,518

 

1,262

 

5,754,073

 

 

  2,084,422

 

 

 

  5,457,768

 

 

  2,369,615

 

  6,084,424

 

 

 

2,111,518

 

1,262

 

  5,754,073

 

 

Leases

 

  1,650,758

            

Other non-current liabilities

 

  640,535

 

  539

 

  218,839

 

15,113

 

575,170

 

 

 

  434

 

3,471

 

527,871

 

430,603

 

16,550

 

  640,535

 

539

 

218,839

 

15,113

Total non-current liabilities

 

2,752,053

 

1,801

 

5,972,912

 

15,113

 

  2,659,592

 

 

 

  5,458,202

 

3,471

 

  4,548,244

 

  6,515,027

 

16,550

 

2,752,053

 

1,801

 

  5,972,912

 

15,113

Shareholders’ equity

 

3,844,206

 

11,888

 

2,552,382

 

497,532

 

  3,555,280

 

  4,701

 

  2,596,510

 

507,428

 

  4,102,526

 

  2,515,924

 

  499,532

 

3,844,206

 

11,888

 

  2,552,382

 

497,532

Total liabilities and shareholders’
equity

 

8,387,342

 

51,883

 

8,781,016

 

530,943

 

  8,156,184

 

  32,010

 

  8,221,142

 

544,565

 

11,122,272

 

  9,306,649

 

  532,875

 

8,387,342

 

51,883

 

  8,781,016

 

530,943

  

01/01/2019 a 11/30/2019

     

01/01/2019 a 12/31/2019

       

01/01/2018 a 12/31/2018

 

 

 

 

Joint-Venture

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

Participação (%)

 

CBSI

 

MRS Logística

 

 Transnordestina Logística

 

Itá Energética

 

MRS Logística

 

CBSI

 

 Transnordestina Logística

 

Itá Energética

 

50.00%

 

34.94%

 

47.26%

 

48.75%

 

34.94%

 

50.00%

 

46.30%

 

48.75%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

267,436

 

  3,200,809

   

  163,048

 

3,726,448

 

166,080

   

166,358

Cost of sales and services

 

(233,830)

 

(2,382,828)

 

 

 

(83,129)

 

(2,476,628)

 

(142,254)

 

 

 

  (77,829)

Gross profit

 

33,606

 

  817,981

   

79,919

 

1,249,820

 

23,826

 

-

 

88,529

Operating (expenses) income

 

  (12,328)

 

  207,840

 

  (18,077)

 

(62,660)

 

(313,606)

 

(10,884)

 

  (18,020)

 

  (60,104)

Financial income (expenses), net

 

  (1,460)

 

  (268,089)

 

  (18,386)

 

1,183

 

(151,839)

 

(179)

 

  (26,103)

 

(126)

Income before income tax and social
contribution

 

19,818

 

  757,732

 

  (36,463)

 

18,442

 

  784,375

 

12,763

 

  (44,123)

 

28,299

Current and deferred income tax
and social contribution

 

 (6,428)

 

  (254,378)

 

 

(6,147)

 

(262,760)

 

  (3,761)

   

  (9,452)

(Loss) profit for the year, net

 

13,390

 

  503,354

 

  (36,463)

 

12,295

 

  521,615

 

9,002

 

  (44,123)

 

18,847

 

  

01/01/2018 at 12/31/2018

 

01/01/2017 a 12/31/2017

 

 

Joint-Venture

 

Joint-Operation

Joint-Venture

 

Joint-Operation

Equity interest (%)

 

MRS Logística

 

CBSI

 

Transnordestina Logística

 

Itá Energética

 

MRS Logística

 

CBSI

 

Transnordestina Logística

 

Itá Energética

 

34.94%

 

50.00%

 

46.30%

 

48.75%

 

34.94%

 

50.00%

 

46.30%

 

48.75%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

3,726,448

 

166,080

 

 

 

166,358

 

  3,492,805

 

  135,399

 

 

168,194

Cost of sales and services

 

(2,476,628)

 

(142,254)

 

 

 

  (77,829)

 

  (2,307,108)

 

  (120,647)

 

 

(76,810)

Gross profit

 

1,249,820

 

23,826

   

88,529

 

  1,185,697

 

  14,752

   

91,384

Operating (expenses) income

 

  (313,606)

 

(10,884)

 

(18,020)

 

  (60,104)

 

(283,151)

 

  (8,340)

 

(32,245)

 

(58,465)

Financial income (expenses), net

 

  (151,839)

 

 (179)

 

(26,103)

 

(126)

 

(187,295)

 

  (1,004)

 

(13,938)

 

  317

Income before income tax and social
contribution

 

 784,375

 

12,763

 

(44,123)

 

28,299

 

715,251

 

  5,408

 

(46,183)

 

33,236

Current and deferred income tax
and social contribution

 

 (262,760)

 

(3,761)

 

 

 

 (9,452)

 

(254,001)

 

  (1,838)

 

 

(11,105)

(Loss) profit for the year, net

 

 521,615

 

9,002

 

(44,123)

 

18,847

 

461,250

 

  3,570

 

(46,183)

 

22,131

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·ITÁ ENERGÉTICA S.A. - (“ITASA”)

 

ITASA is a corporation established in July 1996 that was engaged to operate under a concession, the Itá Hydropower Plant (“UHE Itá”), with 1,450 MW of installed power, located on the Uruguay River, on the Santa Catarina and Rio Grande do Sul state border.The UHE Itá concession is shared with ENGIE Brasil Energia S.A., with CSN holding 48.75%.

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·      MRS LOGÍSTICA S.A. (“MRS”)

 

With registered offices in the City of Rio de Janeiro-RJ, this subsidiary is engaged in public railroad transportation, on the basis of an onerous concession, on the domain routes of the Southeast Grid of the federal railroad network (Rede Ferroviária Federal S.A. – RFFSA), located in the Southeast (Rio de Janeiro, São Paulo and Belo Horizonte. The concession has a 30-year term as from December 1, 1996, extendable for an equal term by exclusive decision of the concession grantor.

 

MRS may further engage in services involving transportation modes related to railroad transportation and participate in projects aimed at expanding the railroad service concessions granted.

 

For performance of the services covered by the concession, MRS leased from RFFSA for the same concession period, the assets required for operation and maintenance of the freight railroad transportation activities. At the end of the concession,theconcession, all the leased assets are to be transferred to the ownership of the railroad transportation operator designated at that time.

 

The Company had a direct equity interest of 18.64% in the capital stock of MRS and an indirect equity interest of 18.63% through its subsidiary CSN Mineração S.A., consequently the total participation is 34.94%.

 

·      CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

 

The Igarapava Hydroelectric Power Plant is located on the Grande River, in the city of Conquista, MG, and has installed capacity of 210 MW. It consists of 5 bulb-type generating units.

 

CSN holds a 17.92% 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, 20182019 is R$22,441 (R$23,596 (R$24,759 as of December 31, 2017)2018) and the expense in 20182019 amounted to R$6,497 (R$5,827 (R$5,966 in 2017)2018).

 

·      CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

 

CBSI is the result of a joint venture between CSN and CKTR Brasil Ltda.Ltda, which CSN held 50% interest. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services to CSN 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. CSN holds

- Business Combination: Acquisition of control of the company CBSI – Companhia Brasileira de Serviços de Infraestrutura (“CBSI”)

On November 29, 2019, the Company acquired 50% of the capital of the company CBSI, of which it already held another 50%, becoming the holder of 100% of the shares. The value of the transaction was R$24,000 (twenty-four million reais) for 1,875,146 (one million eight hundred seventy-five thousand one hundred forty-six) common, nominative shares with no par value.

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The parties involved recognize that the price has been established considering the liabilities, contingencies, assets and results, past and future, of CBSI, and that no additional claim will be accepted from any of the parties at any time in relation to the value of the transaction.

The market values of the assets acquired, and liabilities assumed do not differ from the book values on the acquisition date.

Determination of the purchase price:

Description

R$

Reference

Fair value of the interest held by the acquirer in the acquiree immediately before the combination

8,775

(i)

Amount paid on the acquisition of CBSI

24,000

(ii)

Purchase price considered for the business combination

32,775

i. 50% of the stake held prior to the acquisition;

ii. Total amount paid for another 50% of the CBSI company.

In accordance with IFRS 3 - Business Combination, the interest held by the Company is part of the consideration transferred.

Below are the values resulting from the business combination:

Assumptions

R$

Consideration paid for the acquisition of the remaining 50% interest in CBSI

24,000

Fair value of the stake previously held by CSN

8,775

Total consideration paid for the acquisition of CBSI

32,775

Fair value of CBSI's shareholders' equity on the acquisition date

(17,550)

Goodwill

15,225

Goodwill is an asset that represents future economic benefits resulting from other assets acquired in a 50% interest.business combination, which are not individually identified and separately recognized. It is allocated to a separate account in the individual financial statements in the investment group and in the intangible group in the consolidated financial statements.

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The balance sheet of the assets acquired, and liabilities assumed on November 29, 2019 is shown below:

ASSETS

Cash and cash equivalents

2,656

Accounts receivable

  67,340

Deferred taxes

476

Other assets

  11,301

Inventory

  16,939

Fixed assets

9,123

Intangible assets

348

Total assets acquired

   108,183

LIABILITIES

Borrowings and financing

  19,781

Trade payables

  15,564

Payroll and related taxes

  32,855

Tax payables

1,950

Provisions

5,369

Other liabilities

  15,114

Total liabilities assumed

  90,633

Equity acquired

  17,550

 

 

·        TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)

 

TLSA is primarily engaged in the public service operation and development of a railroad network in the Northeast of Brazil network, comprising the rail segments Eliseu Martins to Trindade, Trindade to Salgueiro, Salgueiro to Porto Suape, Salgueiro to Missão Velha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro- Porto de Suape,Velha and Missão Velha-Porto deVelha to Pecém sections (“Railway System II”).

 

It is in pre-operational phase and will remain so until the completion of Rail Network II. The approved schedule, which considered the completion of the work by January 2017, is currently under discussion with the responsible bodies,agencies, according described in the item 28.c.27.b. The Management of TLSA understands that new deadlines for project completion will not have material adverse effects on the expected return on investment.

 

During the year 2017, the othersother shareholders of TLSA subscribed 2,912,997 shares in amounting to R$153,253, diluting CSN on TLSA share capital to 46.30%.  Therefore, due to the transactions described above and the participation change of the shareholders in the share capital of TLSA on 2017, the Company recognized a gain of R$2,814, recorded in equity in other comprehensive income. In May 2019, the Northeast Investment Fund - FINOR transferred to CSN, BNDES and BNDESPAR, 1,677,816 (one million six hundred seventy-seven thousand, eight hundred and sixteen) class “B preferred shares, of which 501,789 (five hundred and one thousand, seven hundred and eighty-nine) shares were transferredspecifically to CSN. On 12/31/2019, the Company's interest in the capital of TLSA is 47.26% of the total capital and 92.60% of the voting capital.

 

The Management receives funds from its shareholders and third parties for completion of the works, according described in the item 28.c,27.b, which are expected to be available, based on agreements previously entered into and recent discussionsbetween the involved parties. After analyzing this matter, Management concluded as adequate the use of the accounting base of the project’s going concern in the preparation of the financial statements for the year ended December 31, 2018.

FS-38


2019.

 

TLSA performed an impairment test of its own long-live assets using the discount cash flow method and considered the main assumptions, as follows:

 

Measurement of recoverable value:

 

Cash Flow Projection

Until 2057

Gross Margin

Based on market studies to capture operations costs and loads, based on studies of market trends.

Estimated Costs

Costs based on studies and market trends.

Growth rate in perpetuity

Growth rate was not considered due to the projection model until the end of the concession.

Discount rate

Between 5.1%5.09% to 7.9%6.98% in real terms.

 

 

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In addition, CSN, as an investor, performed an impairment test of its stake in TLSA, through TLSA ability to distribute dividends, methodology known as Dividend Discount Model, or DDM, to remunerate the capital invested by shareholders. In order to perform this test, some aspects were taken into account, such as:

 

·        The flow of dividends was obtained from the TLSA nominal cash flow;

·        The flow of dividends was calculated considering the annual percentages of participation, considering the dilutions of the CSN’s stakes due to the amortization of debts;

·        This flow of dividends was discounts at present value using cost of equity (Ke) embedded in the WACC rate of TLSA; and

·        This Ke obtained was the one calculated in the “rolling WACC” of TLSA. 

 

Due to the sharing of investors risks, and by the fact that the asset that is being tested represents the cash-generating unit itself, which is equal to the legal entity, the risk determined by CSN Management is the same applied by TLSA when the evaluation of their own investments, not applying an additional risk fatorfactor to the model.

 

As a result, it was not necessary to recognize an impairment in the surplus-value of the investments in the year ended on December 31, 2018.2019.

 

9.e)8.e) Additional information on indirect participation in abroad operations

 

·        STAHLWERK THÜRINGEN GMBH (“SWT”)

 

SWT 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.

FS-39


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”)

 

Incorporated in 2001 with the assets and liabilities from the extinct Heartland Steel Inc., CSN LLC has an industrial plant in Terre Haute, Indiana State - USA, where the cold rolled and galvanized steel production lines are located, its installed production capacity is 800 thousand tons/year. CSN LLC is a wholly owned indirect subsidiary through CSN Steel S.L.U. after Merger, previously named CSN Americas S.L.U, a subsidiary of CSN.

 

On June 5, 2018 CSN LLC had its corporate name changed to "Heartland Steel Processing, LLC". On the same date, a new company was incorporated under the name "Companhia Siderúrgica Nacional, LLC", a wholly owned subsidiary of Heartland Steel Processing, LLC. On June 28, 2018, Companhia Siderúrgica Nacional, LLC., became a wholly-owned subsidiary of CSN Steel and, on June 29, 2018, Heartland Steel Processing, LLC was sold to Steel Dynamics, Inc for the base transaction price of R$400million.400 million.

 

The new "Companhia Siderúrgica Nacional, LLC" imports and comercializes steel products and maintains its activities in the United States.

 

·        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.

 

FS-37


9.f)8.f) 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 fair value through profit or loss, recognizing changes in fair value in profit or loss.

 

The Company currently holds 11.31% (11.33% as of December 31, 2017)2018) of Panatlântica’s total share capital.

 

·      USINAS SIDERURGICAS DE MINAS GERAIS S.A. – USIMINAS (“USIMINAS”)

 

Usiminas, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations.  Usiminas produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, the final product is sold in the domestic and foreign market. Usiminas also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production costoptimization strategies. Usiminas also has service and distribution centers located in several regions of Brazil, and the Cubatão, São Paulo, and Praia Mole in Espírito Santo, all centers are located in strategic locations for the shipment of its production.

FS-40


 

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, within a specified period. The deadline and percentage reduction are confidential. In addition, the political rights in Usiminas will continue suspended until the Company reaches the limits established in the TCD.

 

In February 2018, were sold 3,136,100 of preferred shares (USIM5) in the amount of R$39,377, by the exclusive fund “VR1 - Multi-Credit Private Investment Fund.

 

As of December 31, 20182019, and 2017,2018, the Company’s interest in Usiminas’s capital was 15.19% in common shares and 20.29% (20.86% as of December 31,2017) in preferred shares.

 

In December 2019, the Company opted to reclassify the investment measured at fair value through profit or loss to current assets through a new management decision regarding the maintenance of shares in line with its asset sale strategy.

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USIMINAS is listed on the São Paulo Stock Exchange (“B3 S.A.- Brasil, Bolsa, Balcão”S.A.”: USIM3 and USIM5).

 

 

•     ARVEDI METALFER DO BRASIL S.A. (“Arvedi”)

 

Arvedi, headquartered in Salto, State of São Paulo, is engaged in pipe production. As of December 31, 20182019 and 20172018 CSN held 20.00% of Arvedi’s share capital.

 

8.g) Investment Property

The Company maintains several properties for the purpose of using them in its operations, whether for industrial expansions, or for the benefit of its employees and the communities adjacent to its industrial plants.

During the year of 2019, the Company started technical studies for the exploration of real estate activities aiming at earning income and capital appreciation. Already with a view to implementing these activities, during 2019 some land and buildings that were classified as fixed assets were reclassified to investment properties as shown below:

 

 

 

 

 

Consolidated

 

Land

 

Buildings

 

Total

Cost

68,877

 

53,816

 

122,693

Accumulated depreciation

  

(21,498)

 

(21,498)

Balance at December 31,2019

68,877

 

32,318

 

101,195

On December 31, 2019, the Company's management estimated the fair value of investment properties in R$1,7 billion.

 

109      PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Land

 

Buildings and Infrastructure

 

Machinery, equipment and facilities

 

Furniture and fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at December 31, 2017

  279,740

 

  2,796,947

 

11,985,920

 

33,103

 

2,475,935

 

  393,194

 

17,964,839

Cost

  279,740

 

  3,819,929

 

21,674,362

 

164,152

 

2,475,935

 

  669,096

 

29,083,214

Accumulated depreciation

 

 

(1,022,982)

 

(9,688,442)

 

 (131,049)

 

 

 

  (275,902)

 

  (11,118,375)

Balance at December 31, 2017

  279,740

 

  2,796,947

 

11,985,920

 

33,103

 

2,475,935

 

  393,194

 

17,964,839

Translation adjustment

  7,730

 

11,653

 

  86,553

 

  543

 

  4,275

 

  4,605

 

  115,359

Acquisitions

622

 

1,259

 

  144,499

 

1,574

 

1,158,788

 

  21,152

 

1,327,894

Capitalized interest (notes 25 and 30)

 

 

 

 

 

 

 

 

  71,611

 

 

 

  71,611

Write-off and estimated losses, net of reversal (note 24)

 

 (9,768)

 

  (21,468)

 

  (6)

 

(4,348)

 

  (2,655)

 

(38,245)

Depreciation (note 23)

 

 

  (134,534)

 

(1,043,188)

 

(5,394)

 

 

 

  (22,456)

 

  (1,205,572)

Transfers to other asset categories

  

30,031

 

  685,005

 

  891

 

(424,443)

 

  (291,484)

 

 

Write-off - sale of subsidiary LLC

(238)

 

  (16,950)

 

  (145,958)

 

  (181)

 

(6,070)

 

  (21,829)

 

(191,226)

Transfers to intangible assets

    

  5,559

   

(1,752)

   

  3,807

Others

 

 

 

 

  (9,651)

 

 

 

  8,440

 

(392)

 

(1,603)

Balance as of December 31, 2018

  287,854

 

  2,678,638

 

11,687,271

 

30,530

 

3,282,436

 

  80,135

 

18,046,864

Cost

  287,854

 

  3,751,429

 

22,426,782

 

165,331

 

3,282,436

 

  355,768

 

30,269,600

Accumulated depreciation

  

(1,072,791)

 

(10,739,511)

 

 (134,801)

   

  (275,633)

 

  (12,222,736)

Balance as of December 31, 2018

  287,854

 

  2,678,638

 

11,687,271

 

30,530

 

3,282,436

 

  80,135

 

18,046,864

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Land

 

Buildings and Infrastructure

 

Machinery, equipment and facilities

 

Furniture and fixtures

 

Construction
in progress (ii)

 

Right of use (i)

 

Other (*)

 

Total

Balance at December 31, 2018

  287,854

 

  2,678,638

 

  11,687,271

 

  30,530

 

3,282,436

 

 

 

  80,135

 

18,046,864

Cost

  287,854

 

  3,751,429

 

  22,426,782

 

  165,331

 

3,282,436

   

355,768

 

30,269,600

Accumulated depreciation

 

 

  (1,072,791)

 

(10,739,511)

 

  (134,801)

 

 

 

 

 

  (275,633)

 

(12,222,736)

Balance at December 31, 2018

  287,854

 

  2,678,638

 

  11,687,271

 

  30,530

 

3,282,436

 

 

 

  80,135

 

18,046,864

Effect of foreign exchange differences

1,499

 

  2,978

 

8,033

 

  106

 

2,464

 

 

 

  56

 

15,136

Acquisitions

6,125

 

  16,116

 

  459,460

 

1,763

 

1,924,520

 

  43,111

 

  41,574

 

2,492,669

Capitalized interest (notes 24 and 29)

 

 

  13

 

 

 

 

 

  117,176

 

 

 

 

  117,189

Write-off (note 23)

(2,143)

 

  (130)

 

(80,426)

 

(1)

 

(30,400)

 

(1,354)

 

  (149)

 

(114,603)

Depreciation (note 22)

 

 

  (135,313)

 

(1,241,026)

 

(5,999)

 

 

 

(58,843)

 

  (25,038)

 

(1,466,219)

Transfers to other asset categories

 790

 

294,872

 

1,766,047

 

2,629

 

(2,053,290)

 

 

 

  (11,048)

 

 

Transfer to intangible assets

 

 

  (31)

 

 

 

 

 

(11,865)

 

 

 

 

(11,896)

Right of use- Initial recognition

 

 

 

 

 

 

 

 

 

 640,989

 

 

  640,989

Right of use - Remesurement 

 

 

 

 

 

 

 

 

 

  (151,558)

 

 

(151,558)

ARO Update

 

 

225,125

 

 

 

 

 

 

 

 

   

  225,125

Transfer to Investment Property

(67,176)

 

  (20,030)

 

 

 

 

 

(13,989)

 

 

 

 

(101,195)

Consolidation CBSI

 

 

 

4,940

 

  (573)

 

 

 

 

 

  4,756

 

9,123

Others

 

 

 

  (680)

 

 

 

 

 

 

 

 

(680)

Balance at December 31, 2019

  226,949

 

  3,062,238

 

  12,603,619

 

  28,455

 

3,217,052

 

  472,345

 

  90,286

 

19,700,944

Cost

  226,949

 

  4,250,471

 

  24,372,514

 

  170,229

 

3,217,052

 

  531,044

 

386,144

 

33,154,403

Accumulated depreciation

  

  (1,188,233)

 

(11,768,895)

 

  (141,774)

   

(58,699)

 

  (295,858)

 

(13,453,459)

Balance at December 31, 2019

  226,949

 

  3,062,238

 

  12,603,619

 

  28,455

 

3,217,052

 

  472,345

 

  90,286

 

19,700,944

(*) Refer basically to railway assets such as courtyards, tracks, mines and dormant and in the group leasehold improvements, vehicles, hardware, mines, ore deposits, and spare part inventories.hardware.

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(i)Right of use

The movement of the rights of use as of December 31, 2019 is as follows

Consolidated

 

Land

 

Buildings and Infrastructure

 

Machinery, equipment and facilities

 

Other

 

Total

Initial recognition – Rights of use

556,133

 

54,513

 

9,783

 

20,560

 

640,989

Addition

 

 

6,719

 

34,197

 

2,195

 

43,111

Remeasurement

(152,915)

 

12,112

 

(4,525)

 

(6,230)

 

(151,558)

Depreciation

(21,314)

 

(9,190)

 

(15,311)

 

(13,028)

 

(58,843)

Write-off

(1,338)

 

 

 

 

 

(16)

 

(1,354)

Balance at December 31, 2019

380,566

 

64,154

 

24,144

 

3,481

 

472,345

Cost

401,746

 

73,344

 

39,455

 

16,499

 

531,044

Accumulated depreciation

(21,180)

 

(9,190)

 

(15,311)

 

(13,018)

 

(58,699)

Balance atDecember 31, 2019

380,566

 

64,154

 

24,144

 

3,481

 

472,345

(ii)Construction in progress

 

The breakdown of the projects comprising construction in progress is as follows:

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Project description

 

Start date

 

Completion date

 

12/31/2019

 

12/31/2018

Logistics

 

 

 

 

 

 

 

 

 

 

 

 

Current investments for maintenance of current operations.  

 

          

 

                 

   

81,944

 

89,595

 

 

 

 

          

 

                 

   

81,944

 

89,595

Mining 

 

 

 

 

 

 

   

 

 

 

 

 

Expansion of Casa de Pedra Mine capacity production.  

 

2007

 

2020

(1)

883,742

 

844,194

 

 

Expansion of TECAR export capacity.  

 

2009

 

2022

(2)

303,965

 

289,298

 

 

Current investments for maintenance of current operations.  

 

          

 

                 

   

389,510

 

725,616

 

 

 

 

          

 

                 

   

1,577,217

 

1,859,108

Steel

 

 

 

 

 

 

   

 

 

 

 

 

Supply of 16 torpedo’s cars for operation in the steel industry

 

2008

 

2020

   

75,582

 

94,920

 

 

Current investments for maintenance of current operations.  

 

          

 

                 

(3)

811,049

 

558,922

 

 

 

 

          

 

                 

   

886,631

 

653,842

Cement

 

 

 

 

 

 

   

 

 

 

 

 

Construction of cement plants.  

 

2011

 

2023

(4)

577,712

 

585,163

 

 

Current investments for maintenance of current operations.  

 

          

 

                 

   

93,548

 

94,728

 

 

 

 

          

 

                 

   

671,260

 

679,891

Construction in progress

 

 

 

 

 

3,217,052

 

  3,282,436

FS-41


 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Project description

 

Start date

 

Completion date

 

12/31/2018

 

12/31/2017

Logistics

 

 

 

 

 

 

 

 

 

 

 

 

Current investments for maintenance of current operations.  

 

          

 

                 

   

89,595

 

106,956

 

 

 

 

          

 

                 

   

89,595

 

106,956

Mining 

 

 

 

 

 

 

   

 

  

 

 

  Expansion of Casa de Pedra Mine capacity production.  

 

2007

 

2020

(1)

844,194

 

750,999

 

 

  Expansion of TECAR export capacity.  

 

2009

 

2022

(2)

289,298

 

275,811

 

 

  Current investments for maintenance of current operations.  

 

          

 

                 

   

725,616

 

408,522

 

 

 

 

          

 

                 

   

1,859,108

 

1,435,332

Steel

 

 

 

 

 

 

   

 

  

 

 

 Supply of 16 torpedo’s cars for operation in the steel industry

 

2008

 

2020

   

94,920

 

99,483

 

 

  Current investments for maintenance of current operations.  

 

          

 

                 

(3)

558,922

 

228,029

 

 

 

 

          

 

                 

   

653,842

 

327,512

Cement

 

 

 

 

 

 

   

 

  

 

 

   Construction of cement plants.  

 

2011

 

2023

(4)

585,163

 

554,865

 

 

  Current investments for maintenance of current operations.  

 

          

 

                 

   

94,728

 

51,270

 

 

 

 

          

 

                 

   

679,891

 

606,135

Construction in progress

 

 

 

 

 

3,282,436

 

2,475,935

(1) Estimated completion date of the Central Plant Step 1;

(2)Estimated completion date of phase 60 Mtpa;

(3) Refers substantially to the technological modernization of the UPV's continuous running machines;increased efficiency in zinc plating lines and contractual agreement signed for the supply of new equipment;

(4) Refers substantially to the acquisition of new Integrated Cement PlantsPlants.

FS-40


 

The average estimated useful lives are as follows, in years:   

 

  

Consolidated

  

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Buildings

38

 

39

38

 

38

Machinery, equipment and facilities

22

 

21

21

 

22

Furniture and fixtures

11

 

12

12

 

11

Others

15

 

17

14

 

15

 

 

10.a)9.a) Capitalized Interest

 

As of December 31, 2018,2019, the Company capitalized borrowing costs amounting to R$71,611117,189 in consolidated (as of December 31, 2017,2018, R$91,95771,611 in consolidated). These costs are basically estimated for the mining projects, mainly relating to the expansion of Casa de Pedra (MG) and TECAR (RJ), see notes 2524 and 30.29. The rates for non-specific projects in the year ended December 31, 2019 are 6.58% (6.31% as of December 31, 2018).

 

The rates used to capitalize borrowing costs are as follows:

Rates

 

12/31/2018

 

12/31/2017

Unspecified projects

 

6.31%

 

8.63%

 

1110    INTANGIBLE ASSETS

FS-42


    

             

Consolidated

 

Goodwill

 

Customer relationships

 

Software

 

Trademarks
and
patents

 

Rights and licenses (*)

 

Others

 

Total

Balance at December 31, 2017

  3,590,931

 

  300,875

 

73,185

 

134,137

 

  3,172,469

 

  449

 

 7,272,046

 Cost

  3,834,234

 

  513,068

 

167,162

 

134,137

 

  3,185,701

 

  449

 

7,834,751

 Accumulated amortization

(133,973)

 

  (212,193)

 

  (93,977)

 

 

 

(13,232)

 

 

 

(453,375)

 Adjustment for accumulated recoverable value

(109,330)

           

(109,330)

Balance at December 31, 2017

  3,590,931

 

  300,875

 

73,185

 

134,137

 

  3,172,469

 

  449

 

 7,272,046

Translation adjustment

  

  34,107

 

  148

 

15,872

   

  58

 

  50,185

Acquisitions and expenditures

 

 

 

 

1,216

 

 

 

 

 

  984

 

  2,200

Transfer of property, plant and equipment

    

 (3,807)

     

 

(3,807)

Amortization (note 23)

 

 

  (46,209)

 

  (15,770)

 

 

 

(5,470)

 

 

(67,449)

Balance as of December 31, 2018

  3,590,931

 

  288,773

 

54,972

 

150,009

 

  3,166,999

 

1,491

 

 7,253,175

 Cost

  3,831,338

 

  573,614

 

161,067

 

150,009

 

  3,185,701

 

1,491

 

 7,903,220

 Accumulated amortization

(131,077)

 

  (284,841)

 

  (106,095)

   

(18,702)

   

(540,715)

 Adjustment for accumulated recoverable value

(109,330)

 

 

 

 

 

 

 

 

 

 

 

(109,330)

Balance as of December 31, 2018

  3,590,931

 

  288,773

 

54,972

 

150,009

 

  3,166,999

 

1,491

 

 7,253,175

             

Consolidated

 

Goodwill

 

Customer relationships

 

Software

 

Trademarks
and
patents

 

Rights and licenses (*)

 

Others

 

Total

Balance at December 31, 2018

3,590,931

 

288,773

 

54,972

 

150,009

 

3,166,999

 

1,491

 

  7,253,175

Cost

3,831,338

 

573,614

 

161,067

 

150,009

 

3,185,701

 

1,491

 

  7,903,220

Accumulated depreciation

(131,077)

 

(284,841)

 

(106,095)

 

 

 

(18,702)

 

 

 

  (540,715)

 Adjustment for accumulated recoverable value

(109,330)

           

  (109,330)

Balance at December 31, 2018

3,590,931

 

288,773

 

54,972

 

150,009

 

3,166,999

 

1,491

 

  7,253,175

Effect of foreign exchange differences

  

4,711

 

3

 

3,092

   

33

 

  7,839

Acquisitions and expeditures

 

 

 

 

1,387

 

 

 

 

 

40

 

  1,427

Transfer to property, plant and equipment

    

7,808

   

4,088

   

  11,896

Amortization (note 22)

 

 

(47,345)

 

(10,657)

 

 

 

  (127)

 

 

 

  (58,129)

Goodwill - Acquisition 50% CBSI (Note 8d)

15,225

           

  15,225

Consolidation CBSI on November 30, 2019.

 

 

 

 

346

 

2

 

 

 

 

 

348

Balance at December 31, 2019

3,606,156

 

246,139

 

53,859

 

153,103

 

3,170,960

 

1,564

 

  7,231,781

 Cost

3,846,563

 

585,407

 

171,152

 

153,103

 

3,189,789

 

1,564

 

  7,947,578

 Accumulated depreciation

(131,077)

 

(339,268)

 

(117,293)

   

(18,829)

   

  (606,467)

 Adjustment for accumulated recoverable value

(109,330)

 

 

 

 

 

 

 

 

 

 

 

  (109,330)

Balance at December 31, 2019

3,606,156

 

246,139

 

53,859

 

153,103

 

3,170,960

 

1,564

 

  7,231,781

              

(*) Composed mainly by mineral rights with estimated resources of 1,101 million tons (Unaudited by independent auditors). Corresponding amortizationrights. Amortization is recorded based on production volumes.

 

The average useful lives by nature are as follows, in years: 

  

Consolidated

  

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Software

7

 

8

9

 

7

Customer relationships

13

 

13

13

 

13

 

FS-41


11.a)10.a) Impairment testing

 

The goodwill arising from expectations for future profitability of the companies acquired and the intangible assets with indefinite useful lives (trademarks) have been allocated to the operational divisions (cash-generating units) of CSN, which represent the lowest level of assets or group of assets. According to IAS36, when a CGU has an intangible asset with indefinite useful life allocated, the Company performs an impairment test. The CGU with intangible assets in this situation are as follows:  

 

 

 

 

 

Consolidated

 

 

 

 

Goodwill

 

Trademarks

 

Total

Cash generating unity

 

Segment

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

Packaging (1)

 

 Steel

 

158,748

 

158,748

 

 

 

158,748

 

158,748

Long Stel (2)

 

 Steel

 

235,595

 

235,595

 

150,009

 

134,137

 

385,604

 

369,732

Minning (3)

 

 Mining

 

  3,196,588

 

  3,196,588

 

 

 

 

  3,196,588

 

  3,196,588

 

 

 

 

  3,590,931

 

  3,590,931

 

150,009

 

134,137

 

  3,740,940

 

  3,725,068

               
 

 

 

Consolidated

 

 

 

Goodwill

Trademarks

Total

Cash generating unity

Segment

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Packaging(1)

 Steel

 

     158,748

 

         158,748

 

 

 

  

 

          158,748

 

         158,748

Long Stel(2)

 Steel

 

     235,595

 

         235,595

 

     153,103

 

                150,009

 

          388,698

 

         385,604

Minning(3)

 Mining

 

  3,196,588

 

      3,196,588

 

 

 

      

 

       3,196,588

 

      3,196,588

Other Steel(4)

Steel

 

15,225

 

 

 

 

 

 

 

15,225

 

 

 

 

 

       3,606,156

 

      3,590,931

 

153,103

 

150,009

 

3,759,259

 

      3,740,940

 

(1)     The goodwill of the Packaging cash-generating unit is shown net of impairment loss in the amount of R$109,330, recognized in 2011.

 

(2)    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.

(3)    Refers to the goodwill based on expectations for future profitability, resulting from the acquisition of Namisa by CSN Mineração.oconcluded in December 2015, tested annually for the purpose of analyzing recoverability.

 

FS-43


(4)On November 29, 2019, CSN acquired the entire stake held by CKTR Brasil Serviços Ltda., corresponding to 50% of CBSI's shares, and now holds 100% of CBSI's share capital.

 

The impairment testing of the goodwill and the trademark include the balance of property, plant and equipment of the cash-generating units and also the intangible.intangible assets. The test is based on the comparison 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: growth rate, costs and expenses, discount rate, working capital, future Capex investment and macroeconomic assumptions observable in the market.

 

FS-42


The main assumptions used in calculations of value in use at December 31, 20182019 are as follows:

 

 

Metal packaging 

 Mining

 Other Steel

 Flat steel (*)

 Logistic (**)

 Mining

Measurement of recoverable value

 Discounted Cash Flow 

 Discounted Cash Flow 

 Discounted Cash Flow 

 Discounted Cash Flow 

 Discounted Cash Flow 

 Cash flow projection

Until 20282029 + perpetuity

 Until 2054

Until 2029 + perpetuity

Until 20282029 + perpetuity

Until 2027

 Until 2054

Gross Margin

Gross margin updated based on historical data, impacts of business restructuring and market trends

Reflects projection of costs due to the progress of the mining plan as well as startup and ramp up of projects. Price and exchange rate projected according industry reports.

Gross margin updated based on historical data and market trends

Gross margin updated based on historical data and market trends.

Estimated based on market studies for cargo captures and operational costs according market trends.

Reflects projection of costs due to the progress of the mining plan as well as startup and ramp up of projects . Price and exchange rate projected according  industry reports.

Cost atualization

Cost based on historical data of each product and impacts of business restructuring

Updated costs based on historical data, progress of mining plan as well as startup and market trendsramp up of projects

CostsUpdated costs based on historical data and market trends

Updated costs based on historical data progress of mining plan as well as startup and ramp up of projectsmarket trends

Costs based on historical data and market trends

Growth Rate Perpetual growth rate

Growth of 1.5% p.a in real terms updated by long term inflation of 4.0% p.a.Without growth

Without perpetuity

Without growth

Growth of 1.4% p.a in real terms updated by long term inflation of 2.5%1.7% p.a. of the Euro zone

Growth of 1.5% p.a in real terms

Without growth in real terms updated only by long term inflation of 4.0% p.a.perpetuity

Discount rate

For Metalmetal packaging, the cash flow considered a discount rate around 8% p.a. in real terms. For mining, flat steel and mining, theseother steel (CBSI), cash flows were considered using a discount rate after taxes between 5%10% and 13%12% p.a. in
nominal terms. For the logisticslogistic segment, cash flows wereflow was discounted using a discount rate between 5.41%5.09% and 6.41%5.41% p.a. in real terms. The discount rate was based on the weighted average cost of capital ("WACC") that reflects the specific risk of each segment.

(*) Refer to assets of subsidiary Lusosider, located in Portugal. The discount rate was applied on the discounted cash flow prepared in Euros, the functional currency of this subsidiary.

(**) Refer to assets of subsidiary FTL – Ferrovia Transnordestina Logística S.A.

For the subsidiary SWT – long steel, the measurement of recoverable value was based on fair value and classified as Level 3, based on unobservable inputs that reflect the assumptions that market participants would use for pricing, including risk assumptions and discount rate.

Based on the analyses conducted by Management, it was not necessary to record losses by impairment to those assets for the year ended on December 31, 2018.2019.

FS-43


 

1211    BORROWINGS, FINANCING AND DEBENTURES

FS-44


 

The balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

 

 

 

 

 

 

Consolidated

 

 

 

 

 

Consolidated

  

Current liabilities

 

Non-current liabilities

 

Current liabilities

 

Non-current liabilities

  

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

                 

Debt agreements in the international market

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable interest in:

                 

US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepayment

(1)

 

1,016,737

 

791,163

 

3,830,240

 

4,097,509

  

1,769,975

 

1,016,737

 

2,563,928

 

3,830,240

Fixed interest in:

 

 

       

 

 

   

 

  

US$

          

 

   

 

  

Bonds, Perpetual Bonds and ACC

(2)

 

2,490,178

 

523,509

 

8,613,491

 

8,920,342

(1)

 

2,047,032

 

2,490,178

 

10,177,517

 

8,613,491

Intercompany

         

EUR

 

 

       

 

 

 

   

 

  

Others

  

181,056

 

251,630

 

106,535

 

197,131

 

223,204

 

181,056

 

147,241

 

106,535

 

 

3,687,971

 

1,566,302

 

12,550,266

 

13,214,982

 

4,040,211

 

3,687,971

 

12,888,686

 

12,550,266

                 

Debt agreements in Brazil

 

 

       

 

       

Securities with variable interest in:

                 

R$

 

 

       

 

       

BNDES/FINAME, Debentures, NCE and CCB

(3)

 

1,890,450

 

4,982,159

 

10,710,678

 

9,702,972

(2)

 

1,086,985

 

1,890,450

 

10,049,783

 

10,710,678

Securities with fixed interest in:

 

 

       

 

 

   

 

  

R$

          

 

   

 

  

Intercompany

 

25,038

 

 

 

 

 

 

Prepayment

 

 

103,376

 

3,303

   

100,000

 

 

 

103,376

 

 

  
  

1,993,826

 

4,985,462

 

10,710,678

 

9,802,972

 

1,112,023

 

1,993,826

 

10,049,783

 

10,710,678

Total Borrowings and Financing

 

 

5,681,797

 

6,551,764

 

23,260,944

 

23,017,954

 

 

5,152,234

 

5,681,797

 

22,938,469

 

23,260,944

Transaction Costs and Issue Premiums

  

(28,358)

 

(24,862)

 

(87,309)

 

(34,012)

 

(26,391)

 

(28,358)

 

(97,276)

 

(87,309)

Total Borrowings and Financing + Transaction Costs

 

 

5,653,439

 

6,526,902

 

23,173,635

 

22,983,942

 

5,125,843

 

5,653,439

 

22,841,193

 

23,173,635

         


(1)
In November 2018, the Company concluded the negotiation of its debt of R$250 million with Banco Santander, related to Prepayment, rescheduling the maturities fromApril 2019, to 2022.

(2) In February 2018, the Company issued debt securities in the foreign market ("Notes"Bonds"), through its subsidiary CSN Resources SA,S.A., in the amount of US$ 3501 billion, being US$ 400 million maturingwith maturity in February 2023 and US$600 million with maturity in April 2026, both with interest of 7.625% per annum. In parallel,Between April and May 2019, a tender offer ("Tender Offer") of the Notes was issued by CSN Islands XI Corp. and CSN Resources S.A., subsidiaries of the Company, having repurchased US$ 350 million1 billion in bonds with expected maturity forin 2019 and 2020. The Notes are unconditionally and irrevocably guaranteed by the Company.

(3) In February 2018,July 2019, the Company concluded the renegotiation of its debt of R$4.9 billion with Banco do Brasil SA ("BB"), relatedissued thought to its own issues of Export Credit Notes plus the issues made by its subsidiary CSN Mineração, movingResources, debt securities in the maturities from 2018 to 2022 toforeign market (“Bonds”), in the amount of US$ 175million, with maturity until December 2024, with a guaranteein February 2023 and interest of part7.625% per annumand made the final payment of the shares of Usiminas, owneddebt in the foreign market (“Notes”), issued by the Company.company CSN Islands XI Corp in September 2019 in the amount of US$ 142 million.

(2)In January 2019, the Company issued debt securities in the domestic market (“Debentures”), in the amount of R$ 1,950 million, with maturity in 2023 and interest of 126,8% of CDI.

 

In August 2018, the Company concluded the negotiations to reprofile its debts of R$ 6.8 billion with Caixa Econômica Federal, referring to the Bank Credit Note, rescheduling the maturities throughout 2018 to 2023 to maturity up to 2024, with guarantee of shares of Usiminas shares owned by the Company.FS-44


 

 

The following table shows the average interest rate:

     

 

 

 

Consolidated

 

 

 

 

12/31/2019

 

 

Average interest rate (*)

 

Total debt

US$

 

6.66%

 

16,558,452

R$

 

5.71%

 

11,161,806

EUR

 

2.20%

 

370,445

    

28,090,703

FS-45


     

 

 

Consolidated

 

 

 

 

12/31/2018

 

 

Average interest rate (*)

 

Total debt

US$

 

5.88%

 

15,950,646

R$

 

8.19%

 

12,704,504

EUR

 

3.88%

 

287,591

    

28,942,741

 

(*) In order to determine the average interest rates for debt contracts with floating rates, the Company used the rates applied as of December 31, 2018.2019.

FS-45


 

12.a)11.a) Maturities of borrowings, financing and debentures presented in non-current liabilities

As of December 31, 2018,2019, the breakdown of principal plus interest of long-term liabilities as borrowings, financing and debentures by maturity date is presented as follows:

  

      

 

Consolidated

      

 

Consolidated

 

 

 

 

 

 

 

12/31/2018

 

 

 

 

 

 

 

12/31/2019

 

 

 

 

 

 

 

Principal

 

 

 

 

 

 

 

Principal

 

Bank loans

 

Capital markets

 

Development agencies

 

Total

 

Bank loans

 

Capital markets

 

Development agencies

 

Total

2020

 

3,187,269

 

3,499,177

 

66,892

 

6,753,338

2021

 

3,263,810

 

116,003

 

59,455

 

3,439,268

 

         2,884,003

 

            636,667

 

                     55,636

 

         3,576,306

2022

 

3,087,732

 

36,667

 

58,154

 

3,182,553

 

         2,700,341

 

            556,666

 

                     54,836

 

         3,311,843

2023

 

2,669,211

 

1,356,180

 

56,985

 

4,082,376

 

         2,945,897

 

         4,378,398

 

                     53,957

 

         7,378,252

2024

 

1,276,001

   

67,734

 

1,343,735

 

         1,575,437

 

 

 

                     64,746

 

         1,640,183

After 2024

     

584,874

 

584,874

2025

 

 

 

 

 

                     68,595

 

              68,595

After 2025

 

 

 

         2,418,420

 

                   514,170

 

         2,932,590

Perpetual bonds

 

  

3,874,800

   

3,874,800

 

 

 

         4,030,700

 

 

 

         4,030,700

 

13,484,023

 

8,882,827

 

894,094

 

23,260,944

 

       10,105,678

 

       12,020,851

 

                   811,940

 

       22,938,469

 

 

12.b)11.b) Amortization and borrowings raised, financing and debentures

 

The table below presents the funding raised and amortizations during the year:

 

    

Consolidated

 

 

12/31/2018

 

12/31/2017

Opening balance

 

      29,510,844

 

         30,441,018

Funding raised

 

        2,154,471

 

              538,771

Principal repayments

 

       (5,019,978)

 

         (1,528,023)

Payments of charges

 

       (2,141,710)

 

         (2,634,931)

Provision of charges

 

        2,009,688

 

           2,438,555

Write-off – sale of subsidiary LLC

 

           (10,544)

  

Others (1)

 

        2,324,303

 

              255,454

Closing balance

 

      28,827,074

 

         29,510,844

     
 

Consolidated

  

12/31/2019

 

12/31/2018

Opening balance

 

28,827,074

 

29,510,844

Raised(1)

 

10,149,381

 

2,154,471

Payment of principal

 

(11,775,093)

 

(5,019,978)

Payment of charges

 

(2,039,112)

 

(2,141,710)

Provision of charges (Note 24)

 

1,996,305

 

2,009,688

Consolidation of CBSI as of November 30, 2019

 

19,722

 

 

Disposal of LLC

 

 

 

(10,544)

Others(2)

 

788,759

 

2,324,303

Closing balance

 

27,967,036

 

28,827,074

   
     

 

(1) Of the funding raised in the consolidated in 2019, R$100,661 (R$ 10,792 on December 31,2018) was raised to purchase fixed assets – see note 29.

(2) Includes unrealized exchange and monetary and foreign exchange variations.

FS-46


 

 In 2018,2019, the Group obtained and amortized loans as shown below:

FS-46


 

·      Funding raised and amortizations:

 

Consolidated

12/31/2019

Consolidated

12/31/2018

Nature

 

Raised

 

Amortization of principal

 

Amortization of charges

 

Raised

 

Amortization of principal

 

Amortization of charges

Prepayment

 

  

849,654

 

280,923

 

805,288

 

(1,596,711)

 

(319,257)

Bonds, Perpetual bonds and ACC

 

1,749,099

 

1,632,464

 

675,370

Bonds, Perpetual bonds, ACC and Facility

 

6,616,544

 

(5,959,029)

 

(882,007)

BNDES/FINAME, Debentures, NCE and CCB

 

10,792

 

1,948,014

 

1,173,380

 

2,727,549

 

(4,219,353)

 

(837,848)

Others

 

394,580

 

589,846

 

12,037

 

2,154,471

 

5,019,978

 

2,141,710

 

10,149,381

 

(11,775,093)

 

(2,039,112)

 

 

 

·      Covenants

 

The Company's loan agreements establish the fulfillment of certain non-financial obligations, as well as maintenance of certain parameters and performance indicators, such as disclosure of its audited financial statements according to regulatory deadlines or payment of commission on risk assumption, if the net debt-EBITDA ratiocertain financial indicators reaches the levels in those agreements, under penalty of anticipated maturity.agreements.The Company is in compliance with the financial and non-financial obligations (covenants) of its current contractsnot considered any non-compliances already remedied or that have not generated the acceleration of debts or any type of accounting provision.

. On December 31, 2018,2019, the Company has provisioned R$ 38,13410,531 in the Consolidated (R$ 30,84338,134 as of December 31, 2017)2018) for risk assumption.

 

12.c) GUARANTEES

The Company is liable for guarantees of its subsidiaries and joint ventures as follows:

FS-47


 

Currency

 

Maturities

 

Borrowings

Tax foreclosure

Others

Total

     

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

Transnordestina Logísitca

R$

 

Until 09/19/2056 and Indefinite

 

2,108,917

 

2,541,347

 

  35,336

 

  22,214

 

8,231

 

3,866

 

  2,152,484

 

  2,567,427

                    

FTL - Ferrovia Transnordestina

R$

 

11/15/2020

 

  62,407

 

  69,405

     

   

62,407

 

69,405

                    

Sepetiba Tecon

 

 

 

 

 

 

 

 

 

 

 

 

 

36,308

 

 

36,308

                    

Cia Metalurgica Prada

R$

 

Indefinite

     

333

 

333

 

11,942

 

18,540

 

12,275

 

18,873

                    

CSN Energia

R$

 

Until 11/26/2023 and Indefinite

 

 

 

 

 

  2,829

 

  2,829

 

1,920

 

 

 

4,749

 

2,829

                    

CSN Mineração

R$

 

Until 12/26/2024

 

1,407,363

 

2,000,000

         

  1,407,363

 

  2,000,000

                    

Estanho de Rondônia

R$

 

07/15/2022

 

  3,153

 

  3,153

 

 

 

 

 

 

 

 

 

3,153

 

3,153

                    

Minérios Nacional S.A.

R$

 

Until 09/10/2021

 

  7,305

 

 

 

 

 

 

 

 

 

 

 

7,305

 

  -

                    

Total in R$

    

3,589,145

 

4,613,905

 

  38,498

 

  25,376

 

22,093

 

58,714

 

  3,649,736

 

  4,697,995

                    

CSN Islands XI

US$

 

09/21/2019

 

  547,094

 

  750,000

 

 

 

 

 

 

 

 

 

547,094

 

750,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands XII

US$

 

Perpetual

 

1,000,000

 

1,000,000

         

  1,000,000

 

  1,000,000

                    

CSN Resources

US$

 

Until 02/13/2023

 

1,402,906

 

1,200,000

 

 

 

 

 

 

 

 

 

  1,402,906

 

  1,200,000

                    

Total in US$

    

2,950,000

 

2,950,000

 

 

 

 

 

 

 

 

 

  2,950,000

 

  2,950,000

                    

CSN Steel S.L.

EUR

 

1/31/2020

 

  48,000

 

  120,000

 

 

 

 

 

 

 

 

 

48,000

 

120,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lusosider Aços Planos

EUR

 

Indefinite

 

  75,000

 

  25,000

         

75,000

 

25,000

                    

Total in EUR

 

 

 

 

  123,000

 

  145,000

 

 

 

 

 

 

 

 

 

123,000

 

145,000

Total in R$

    

 11,976,657

 

 10,334,149

         

  11,976,657

 

  10,334,149

 

 

 

 

 

 15,565,802

 

 14,948,054

 

  38,498

 

  25,376

 

22,093

 

58,714

 

  15,626,393

 

  15,032,144

1312    FINANCIAL INSTRUMENTS

 

I - Identification and measurement of financial instruments

The Company enters into transactions involvingcan operate with various financial instruments, mainly cash and cash equivalents, including short-term investments, marketable securities, trade receivables, trade payables, and borrowings and financing. The Company also enterscan operate into derivative transactions, especiallycurrency swap, interest rate swap and foreign exchange rate swaps.commodityswap operations.

 

Considering the nature of thesethe instruments, theirthe fair value is basically determined by using Brazil’s moneyquotations in the open capital market of Brazil and mercantilethe Commodities and futures exchange quotations.Futures Exchange. The amounts recognizedrecorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months.in short time maturity. Considering the maturitiesterm and the characteristics of suchthese instruments, theirthe carrying amounts approximate theirthe fair values.values

 

FS-47


·          Classification of financial instruments

FS-48


With the implementation of pronouncements  IFRS 9, the classification of financial instruments: held to maturity, loans and receivables and available for sale were replaced by three categories of classification and measurement of financial instruments: amortized cost, fair value through other comprehensive income (VJORA) and fair value through profit or loss (VJR).

 

 

Consolidated

Disclosed on 12/31/2017

Applied on 01/01/2018

Balance at 12/31/2017

Assets

Current

Cash and cash equivalents

Loans and Receivables

Amortized cost

3,411,572

Short term investments

Loans and Receivables

Amortized cost

735,712

Accounts Receivable Net

Loans and Receivables

Amortized cost

2,197,078

Loans with related parties

Loans and Receivables

Amortized cost

2,441

Derivative financial instruments

VJR

VJR

Trading securities

VJR

VJR

2,952

Dividends receivable

Amortized cost

Amortized cost

41,528

Non-current

Loans with related parties

Loans and Receivables

Amortized cost

554,694

Other trade receivables

Loans and Receivables

Amortized cost

20,024

Investments

Available for sale

VJR

2,222,479

Liabilities

Current

Borrowings and financing

Amortized cost

Amortized cost

6,551,764

Derivative financial instruments

VJR

VJR

Trade payables

Amortized cost

Amortized cost

2,460,774

Dividends and interest on capital

Amortized cost

Amortized cost

510,692

Non-current

Borrowings and financing

Amortized cost

Amortized cost

23,017,953

FS-49


             

Consolidated

             

Consolidated

 

 

 

12/31/2018

 

12/31/2017

 

 

 

 

 

12/31/2019

 

 

 

12/31/2018

Notes

 

Fair value through profit or loss

 

Measured at amortized cost

 

Balances

 

Fair value through profit or loss

 

Measured at amortized cost

 

Balances

Notes

 

Fair value through profit or loss

 

Measured at amortized cost

 

Balances

 

Fair value through profit or loss

 

Measured at amortized cost

 

Balances

     

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

                            

Cash and cash equivalents

 

4

 

 

 

  2,248,004

 

2,248,004

 

 

 

  3,411,572

 

3,411,572

 

3

 

 

 

  1,088,955

 

  1,088,955

 

 

 

2,248,004

 

  2,248,004

Financial investments

 

5

   

895,713

 

  895,713

   

735,712

 

  735,712

 

4

   

  2,633,173

 

  2,633,173

   

  895,713

 

  895,713

Trade receivables

 

6

 

 

 

  2,078,182

 

2,078,182

 

 

 

  2,197,078

 

2,197,078

 

5

 

 

 

  2,047,931

 

  2,047,931

 

 

 

2,078,182

 

  2,078,182

Dividends receivable

 

8

 

 

 

46,171

 

  46,171

 

 

 

41,528

 

  41,528

 

7

   

44,554

 

  44,554

   

  46,171

 

  46,171

Derivative financial instruments

 

8

 

351

   

351

      

 

7

 

1,364

 

 

 

  1,364

 

351

 

 

 

  351

Trading securities

 

8

 

  4,503

 

 

 

  4,503

 

  2,952

 

 

 

  2,952

 

7

 

4,034

   

  4,034

 

4,503

   

  4,503

Loans - related parties

 

8

   

2,675

 

  2,675

   

2,441

 

  2,441

 

7

 

 

 

 

 

 

 

 

 

2,675

 

  2,675

Total

 

 

 

  4,854

 

  5,270,745

 

5,275,599

 

  2,952

 

  6,388,331

 

6,391,283

   

5,398

 

  5,814,613

 

  5,820,011

 

4,854

 

5,270,745

 

  5,275,599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non current

              

Financial investments

 

5

 

 

 

7,772

 

  7,772

 

 

 

 

 

 

 

4

 

 

 

95,719

 

  95,719

 

 

 

7,772

 

  7,772

Other trade receivables

 

8

 

 

 

820,879

 

  820,879

 

 

 

804,765

 

  804,765

 

7

   

  7,059

 

  7,059

   

7,451

 

  7,451

Compulsory loan - Eletrobrás

 

7

 

 

 

845,284

 

  845,284

 

 

 

  813,428

 

  813,428

Loans - related parties

 

7

   

846,300

 

  846,300

   

  706,605

 

  706,605

Investments

 

9

 

2,279,189

 

 

 

2,279,189

 

2,222,433

 

 

 

2,222,433

 

8

 

47,300

 

 

 

  47,300

 

2,279,189

 

 

 

  2,279,189

Loans - related parties

 

8

 

 

 

706,605

 

  706,605

 

 

 

554,694

 

  554,694

Derivative financial instruments

 

7

 

4,203

   

  4,203

      

Total

 

 

 

2,279,189

 

  1,535,256

 

3,814,445

 

2,222,433

 

  1,359,459

 

3,581,892

 

 

 

51,503

 

  1,794,362

 

  1,845,865

 

2,279,189

 

1,535,256

 

  3,814,445

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Total Assets

 

 

 

2,284,043

 

  6,806,001

 

9,090,044

 

2,225,385

 

  7,747,790

 

9,973,175

   

56,901

 

  7,608,975

 

  7,665,876

 

2,284,043

 

6,806,001

 

  9,090,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

              

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

 

 

 

  5,681,797

 

5,681,797

 

 

 

  6,551,764

 

6,551,764

 

  11

   

  5,152,234

 

  5,152,234

   

5,681,797

 

  5,681,797

Leases

 

 13.a

 

 

 

35,040

 

  35,040

 

 

 

 

 

 

Trade payables

 

 

 

 

 

  3,473,822

 

3,473,822

 

 

 

  2,505,695

 

2,505,695

     

  3,012,654

 

  3,012,654

   

3,408,056

 

  3,408,056

Dividends and interest on capital

 

14

 

 

 

932,005

 

  932,005

 

 

 

510,692

 

  510,692

Trade payables - Drawee risk

 

  13

 

 

 

  1,121,312

 

  1,121,312

 

 

 

  65,766

 

  65,766

Dividends and interest on equity

 

 13

   

13,252

 

  13,252

   

  932,005

 

  932,005

Total

 

 

 

 

 

  10,087,624

 

 10,087,624

 

 

 

  9,568,151

 

9,568,151

 

 

 

 

 

  9,334,492

 

  9,334,492

 

 

  10,087,624

 

  10,087,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

 

 

 

  23,260,945

 

 23,260,945

 

 

 

  23,017,953

 

 23,017,953

 

  11

 

 

 

22,938,469

 

  22,938,469

 

 

 

  23,260,944

 

  23,260,944

Leases

 

 13.a

 

 

 

439,350

 

  439,350

 

 

 

 

 

 

Total

 

 

 

 

 

  23,260,945

 

 23,260,945

 

 

 

  23,017,953

 

 23,017,953

 

 

 

 

23,377,819

 

  23,377,819

 

 

  23,260,944

 

  23,260,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

  33,348,569

 

 33,348,569

 

 

 

  32,586,104

 

 32,586,104

 

 

 

 

 

32,712,311

 

  32,712,311

 

 

  33,348,568

 

  33,348,568

 

 

 

FS-50FS-48


 

·          Fair value measurement

 

The following table shows the financial instruments recognized at fair value through profit or loss using a valuation method:

 

Consolidated

 

12/31/2018

 

12/31/2017

 

  

12/31/2019

   

12/31/2018

Level 1

 

Level 2

 

Balance

 

Level 1

 

Balance

Level 1

 

Level 2

 

Balances

 

Level 1

 

Level 2

 

Balances

Assets

 

         

 

 

 

 

 

 

 

 

 

 

 

 

Current

            

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

          

Current

          

Derivative financial instruments

   

351

 

351

     

    

 

1,364

 

1,364

 

 

 

351

 

351

Trading securities

 

4,503

   

4,503

 

2,952

 

2,952

 

4,034

 

 

 

4,034

 

4,503

 

 

 

4,503

Non-current

           

 

 

 

 

 

 

 

 

 

 

 

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

2,279,189

   

2,279,189

 

2,222,433

 

2,222,433

 

47,300

 

 

 

47,300

 

2,279,189

 

 

 

2,279,189

Financial derivative instruments

 

 

 

4,203

 

4,203

 

 

 

 

 

 

Total Assets

 

2,283,692

 

351

 

2,284,043

 

2,225,385

 

2,225,385

 

51,334

 

5,567

 

56,901

 

2,283,692

 

351

 

2,284,043

 

Level 1 - quoted prices 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 measured at fair value through profit or loss.

 

During the application of IAS 39 until December 2017, theThe Company has investments in equity instruments, measured at fair value through other comprehensive income, because the naturecommon shares (USIM3), preferred shares (USIM5) of the investment is not included in any other categoriesUsiminas (“Ações Usiminas”) and shares of financial instruments (loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss).

Gains and losses arising from the variation of the share price were recorded directly in shareholders' equity under the account "Other comprehensive income" and for each significant decrease in market value an impairment loss was recognized in the statement of income.

With the implementation of the pronouncement IFRS 9  as from January 1, 2018, the equity instruments classified as held-to-maturity should be classifiedPanatlântica S.A (PATI 3), which are designated as fair value through profit or loss (VJR). In this way, the Company reclassified the investments in common (USIM3)loss.

Usiminas assets are classified as current asset recognized as financial investment and preferred (USIM5) shares of Usiminas (“Usiminas Shares”), fromPanatlântica as noncurrent assets recognizes as investments. Both are recorded at fair value, through other comprehensive income (VJORA) to fair value through profit or loss. In relation to Panatlântica shares (PATI3), currently classified as (VJORA), the Company based on its current business model, whose objective is to maintain this financial asset to obtain contractual cash flows, but adopts the option to reclassify it to VJR, recognizing changes in fair value in profit or loss. market price quotation on the stock exchange (B3 S.A.).

 

Accordingly,In accordance with the credit balance accumulated in December 2017 in other comprehensive income of R$1,559,682 was reclassified to the statement of incomeCompany's policy, gains and losses arising from the effective date of the new standard. With the new classification, changes in fair valuethe share price are recorded directly in the statement of income whose movement occurred until December 31, 2018 generated a gain of R$ 96,133under Other Operating Income and a cumulated gain of R$ 1,655,813 (See opening below and note 24).

Expenses.

 

Class of shares

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

Quantity

 

Interest (%)

 

Share price

 

Closing Balance

 

Quantity

 

Interest (%)

 

Share price

 

Closing Balance

 

Fair value
adjustment
recognized in profit
or loss (note 23)

USIM3

 

107,156,651

 

15.19%

 

9.87

 

1,057,636

 

107,156,651

 

15.19%

 

11.44

 

1,225,872

 

(168,236)

USIM5

 

111,144,456

 

29.29%

 

9.51

 

1,056,984

 

111,144,456

 

29.29%

 

9.22

 

1,024,751

 

32,232

 

 

      

2,114,620

       

2,250,623

 

(136,004)

PATI3

 

2,065,529

 

11.31%

 

22.90

 

47,300

 

1,997,642

 

11.33%

 

14.30

 

28,566

 

17,224

 

 

      

2,161,920

       

2,279,189

 

(118,780)

FS-51


Class of shares

 

12/31/2018

 

Sale of shares

 

12/31/2017

 

12/31/2018

 

Quantity

 

Share price

 

Closing Balance

 

Quantity

 

Share price

 

Cash Received

 

Quantity

 

Share price

 

Closing Balance

 

Fair Value Adjustment Recognized in profit or loss

 

Reclassification of Comprehensive Income for the year (note 31)

USIM3

 

  107,156,651

 

11.44

 

  1,225,872

 

 

 

 

 

 

 

  107,156,651

 

10.83

 

  1,160,506

 

65,366

 

694,685

USIM5

 

  111,144,456

 

9.22

 

  1,024,752

 

  3,136,100

 

12.56

 

39,377

 

  114,280,556

 

9.10

 

  1,039,953

 

24,176

 

865,264

PATI3

 

  1,997,642

 

14.30

 

28,565

 

 

 

 

 

 

 

  1,997,642

 

11.00

 

21,974

 

6,591

 

(269)

  

  220,298,749

   

  2,279,189

 

  3,136,100

   

39,377

 

  223,434,849

   

  2,222,433

 

96,133

 

  1,559,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1,655,813

As of December 31, 2018 and 2017, the Company’s interest in Usiminas’s capital was 15.19% in common shares and 20.29% (20.86% as of December 31, 2017) in preferred shares.

In February 2018, 3,136,100 preferred shares (USIM5) were sold, totaling R$39,377 through the exclusive fund "VR1 - Multimarket Private Investment Fund".

                                   

 

·      Share market price risks

 

 

The Company is exposed to the risk of changes in the price of the shares due to the investments, valued at fair value through profit or loss and other comprehensive income that have their prices based on the market price on the stock exchange (B3).

 

 

III - Financial risk management

 

The Company follows strategies of managing its risks, with guidelines regarding the risks incurred by the company. 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 quality of counterparties’ hedging instruments and the credit limit are also periodically reviewed. 

 

The 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 can manage some risks by using derivative instruments not associate to any speculative deals or short sales.

 

FS-49


13.a)12.a) Foreign exchange and interest rate risks

 

·          Exchange rate risk

 

The exchange rate risk arises from the existence of assets and liabilities denominated in US dollars or Euros since the Company's functional currency is substantially the Real thatis called natural currency exposure. Net exposure is the result of offsetting the natural currency exposure by hedging instruments adopted by CSN.

 

FS-52


The consolidated net exposure as of December 31, 20182019 is as follows: 

  

 

 

12/31/2019

Foreign Exchange Exposure

 

(Amounts in US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

 

105,485

 

10,937

Trade receivables

 

346,264

 

1,179

 Other assets

 

3,516

 

5,815

Total Assets

 

455,265

 

17,931

Borrowings and financing

 

(4,096,899)

 

(24,395)

Trade payables

 

(69,284)

 

(10,488)

Other liabilities

 

(2,680)

 

(963)

Total Liabilities

 

(4,168,863)

 

(35,846)

Foreign exchange exposure

 

(3,713,598)

 

(17,915)

Cash flow hedge accounting

 

2,530,713

 

 

Swap CDI x U.S.Dollar

 

67,000

 

 

Net Investment hedge accounting

 

 

 

24,000

Net foreign exchange exposure

 

(1,115,885)

 

6,085

Perpetual Bonds

 

1,000,000

 

 

Net foreign exchange exposure excluding perpetual bonds

 

(115,885)

 

6,085

 

    

12/31/2018

Foreign Exchange Exposure

 

(Amounts in US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

 

               376,581

 

                 3,387

Trade receivables

 

               358,283

 

      ��          1,124

 Other assets

 

                   8,623

 

                 4,594

Total Assets

 

               743,487

 

                 9,105

Borrowings and financing

 

          (4,116,508)

 

             (48,791)

Trade payables

 

             (175,404)

 

               (7,946)

Other liabilities

 

                 (3,529)

 

                  (920)

Total Liabilities

 

          (4,295,441)

 

             (57,657)

Foreign exchange exposure

 

          (3,551,954)

 

             (48,552)

Cash flow hedge accounting

 

            2,076,045

 

                          

Net Investment hedge accounting

 

                            

 

               48,000

Net foreign exchange exposure

 

          (1,475,909)

 

                  (552)

Perpetual bonds

 

            1,000,000

 

                          

Net foreign exchange exposure excluding perpetual bonds

 

             (475,909)

 

                  (552)

 

CSN uses as strategy the hedge accounting, as well as derivative instruments with the purpose of hedging CSN's future cash flows.

 

·          Interest rate risk

 

Risk arises from shortshort- and long termlong-term liabilities with fixed or post fixed interest rates and inflation rates.

 

Item 13.b)12.b) shows the derivatives and hedging strategies to protect exchange and interest rates risks.

 

13.b)12.b) Hedging instruments: Derivative andcash flows hedge accounting and foreign investment hedge accounting

 

CSN uses instruments for protection of foreign currency risk and interest rate risk, as shown in the following topics:

 

FS-53


·      Portfolio of derivative financial instruments

 

Dollar x Euro swap

 

The subsidiary Lusosider has derivative transactions to protect its dollar exposure versus euro.

Exchange rate swap CDI xDollar

 

The company has derivative operations with Bradesco Bank to hedge its NCE debt raised in September 2019 with maturity in October 2023 in the amount of US$ 67million (equivalent to R$ 278milhões), at a cost consistent with that usually praticed by the Company.

           

Consolidated

   

Consolidated

       

 

 

 

 

 

 

12/31/2018

             

12/31/2019

       

Appreciation (R$)

 

Fair value
(market)

 

Impact on financial income (expenses) in 2018

       

Appreciation (R$)

 

Fair value
(market)

 

Impact on financial income (expenses) in 2019

Counterparties

 

Maturity

 

Functional Currency

 

Notional amount

 

Asset
position

 

Liability
position

 

Amounts receivable / (payable)

  

Maturity

 

Functional Currency

 

Notional amount

 

Asset
position

 

Liability
position

 

Amounts receivable / (payable)

 

BCP

 

03/08/2019

 

Dollar

 

18,563

 

71,967

 

(71,616)

 

351

 

(1)

 

02/07/2020

 

Dollar

 

12,875

 

51,923

 

(50,559)

 

1,364

 

783

Total dollar-to-euro swap

   

18,563

 

71,967

 

(71,616)

 

351

 

(1)

Total Dollar-to-Euro swap

     

12,875

 

51,923

 

(50,559)

 

1,364

 

783

     

 

 

 

 

 

 

 

 

 

Bradesco

 

10/02/2023

 

Dollar

 

67,000

 

298,385

 

(294,182)

 

4,203

 

4,203

Total Swap CDI x dollar

     

67,000

 

298,385

 

(294,182)

 

4,203

 

4,203

                   

 

 

 

 

 

 

 

 

 

       

71,967

 

(71,616)

 

351

 

(1)

 

 

 

350,308

 

(344,741)

 

5,567    

 

4,986

FS-50


 

· Classification of the derivatives in the balance sheet and statement of income

 

 

 

 

 

 

 

12/31/2018

 

12/31/2017

Instruments

 

Assets

 

Financial income (expenses)

  (Note 25)
 

Current

 

Total

 

Dollar - to - euro swap

 

351

 

351

 

(1)

 

(229)

Future DI

 

    

-

 

28,503

 

 

351

 

351

 

(1)

 

28,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2019

Instruments

 

Assets

 

Finance income (expenses), net (note 24)

 

Current

 

Non current

 

Total

 

Dollar to euro swap

 

1,364

 

 

 

1,364

 

783 

Swap CDI x dollar

 

 

 

4,203

 

4,203

 

4,203 

 

 

1,364

 

4,203

 

5,567

 

4,986

 

·      Cash flow hedge accounting

 

Beginning November 1, 2014, theThe Company formally designated cash flow hedging relationships to protect highly probable future cash flows against US dollar fluctuations.fluctuations relating to sales made in U.S. dollars.

 

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 of December 31, 20182019 the Company designated for hedge accounting US$2,076,0452,530,713 in exports to be carried out between January,October 2019 to February, 2023.April 2026.

 

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 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.

 

FS-54


The table below shows a summary of the hedging relationships as of December 31, 2018:2019:

  

                  

12/31/2018

Designation Date

 

Hedging Instrument

 

Hedged item

 

Type of hedged risk

 

Hedged period

 

Exchange rate on designation

 

Designated amounts (US$’000)

 

Amortizated part (USD'000)

 

Effect on Result
(*) (R$'000)

 

Impact on
Shareholders'
equity (R$'000)

3/11/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2016 -
September 2019

 

2.4442

 

500,000

 

(250,003)

 

171,983

 

  (357,649)

1/12/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2015 -
February 2019

 

2.5601

 

175,000

 

(154,999)

 

36,766

 

  (26,295)

12/18/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 May 2020

 

2.6781

 

100,000

 

 

 

  (119,670)

07/21/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2019 - March
2021

 

3.1813

 

60,000

 

 

 

  (41,610)

07/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2019 - March
2021

 

3.2850

 

100,000

 

 

 

  (58,980)

07/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.285

 

30,000

 

(6,000)

 

5,102

 

  (14,155)

07/24/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3254

 

100,000

 

(20,000)

 

16,198

 

  (43,952)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

25,000

 

(5,000)

 

3,898

 

  (10,382)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

70,000

 

(14,000)

 

10,914

 

  (29,070)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

30,000

 

(6,000)

 

4,677

 

  (12,458)

07/28/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3815

 

30,000

 

(6,000)

 

4,523

 

  (11,839)

3/8/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3940

 

355,000

 

(11,998)

 

6,179

 

  (164,915)

2/4/2018

 

Bonds

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2018 - February 2023
 

 

3.3104

 

  1,170,045

 

(195,000)

 

109,951

 

  (550,320)

Total

 

 

 

 

 

 

 

 

 

 

 

  2,745,045

 

(669,000)

 

370,191

 

(1,441,295)

FS-51


 

                  

12/31/2019

Designation Date

 

Hedging Instrument

 

Hedged item

 

Type of hedged risk

 

Hedged period

 

Exchange rate on designation

 

Designated amounts (US$’000)

 

Amortizated part (USD'000)

 

Effect on Result
(*) (R$'000)

 

Impact on
Shareholders'
equity (R$'000)

3/11/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2016 -
September 2019

 

2.4442

 

  500,000

 

(500,000)

 

(384,346)

 

 

1/12/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2015 -
February 2019

 

2.5601

 

  175,000

 

(175,000)

 

(23,184)

  

12/18/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 May 2020

 

2.6805

 

30,000

 

 

 

 

 

(40,506)

12/18/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 May 2020

 

2.6780

 

35,000

 

 

 

 

 

(47,345)

12/18/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 May 2020

 

2.6760

 

35,000

 

 

 

 

 

(47,409)

07/21/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2019 - March
2021

 

3.1813

 

60,000

 

(15,000)

 

(11,254)

 

(38,223)

07/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2019 - March
2021

 

3.2850

 

  100,000

 

(25,000)

 

(14,676)

 

(55,928)

07/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.2850

 

30,000

 

(12,000)

 

(4,315)

 

(13,423)

07/24/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3254

 

  100,000

 

(40,000)

 

(13,574)

 

(42,318)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

25,000

 

(10,000)

 

(3,242)

 

(10,125)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

70,000

 

(28,000)

 

(9,077)

 

(28,350)

07/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3557

 

30,000

 

(12,000)

 

(3,890)

 

(12,150)

07/28/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 October 2018 -
October 2022

 

3.3815

 

30,000

 

(12,000)

 

(4,004)

 

(11,686)

3/8/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 Outubro de 2018 a Outubro de 2022

 

3.3940

 

  355,000

 

(84,091)

 

(12,990)

 

(172,488)

4/2/2018

 

Bonds

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 July 2018 - February 2023

 

3.3104

 

1,170,045

 

(644,000)

 

(305,801)

 

(378,915)

7/31/2019

 

Bonds and Export prepayments in US$

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

 January 2020 - April 2026

 

3.7649

 

1,342,759

     

(356,904)

Total

 

 

 

 

 

 

 

 

 

 

 

4,087,804

 

(1,557,091)

 

(790,353)

 

  (1,255,770)

                   

(*) The effect on the resultIn 2019, was recordedrecognized in other operating, expenses.

the amount of (R$790,353). On December 31,2018 was (R$370,191).

 

In the hedging relationships described above, the amounts of the debt instruments were fully designated for equivalent iron ore export portions.

 

The movements in the hedge accounting amounts recognized in shareholders’ equity as of December 31, 20182019 are as follows:

 

12/31/2017

 

Movement

 

Realization

 

12/31/2018

12/31/2018

 

Movement

 

Realization

 

12/31/2019

Cash flow hedge accounting

 395,524

 

 1,415,962

 

 (370,191)

 

 1,441,295

1,441,295

 

           604,828

 

          (790,353)

 

        1,255,770

Fair value of cash flow hedge, net of taxes

 395,524

 

 1,415,962

 

 (370,191)

 

 1,441,295

1,441,295

 

           604,828

 

          (790,353)

 

        1,255,770

 

As of December 31, 2018,2019, the hedging relationships established by the Company were effective, according to the prospective tests conducted. Thus, no reversal for hedge accounting ineffectiveness was recognized.

 

·      Net investment hedge in foreign subsidiaries

 

CSN has a natural foreign exchange exposure in Euros substantially arising from a loan made by a foreign subsidiary with functional currency in Reais, for the acquisition of investments abroad whose functional currency is Euro. Such exposurearises 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 the exchange variation of the net assets of the foreign operation directly affected the equity in other comprehensive income.

FS-55


 

As from September 1st, 2015 CSN began to adopt hedge of net investment to eliminate exposure and 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 on December 31, 20182019 are:

 

           

12/31/2018

           

12/31/2019

Designation Date

 

Hedging Instrument

 

Hedged item

 

Type of hedged risk

 

Exchange rate on designation

 

Designated amounts (EUR'000)

 

Amortized part (USD’000)

Impact on shareholders' equity

 

Hedging Instrument

 

Hedged item

 

Type of hedged risk

 

Exchange rate on designation

 

Designated amounts (EUR'000)

 

Amortized part (USD’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

 

(72,000)

3,941

09/30/2015

 

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

 

(96,000)

1,469

Total

 

 

 

 

 

 

   

120,000

 

(72,000)

3,941

 

 

 

 

 

 

   

120,000

 

(96,000)

1,469

            

 

FS-52


 

The changes in the amounts related to net investment hedge recognized in shareholders’ equity as of December 31, 20182019 are presented below:

 

      

12/31/2017

 

Movement

 

12/31/2018

12/31/2018

 

   Movement

 

12/31/2019

Net Investment hedge accounting

(17,911)

 

21,852

 

3,941

3,941

 

(2,472)

 

1,469

Fair value of net investment hedge in foreign operations

(17,911)

 

21,852

 

3,941

3,941

 

(2,472)

 

1,469

 

 

On December 31, 20182019 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)12.c) Sensitivity analysis

 We present below the sensitivity analysis for currency risk and interest rate.

 

·      Sensitivity analysis of Derivative Financial Instruments and consolidated Foreign Exchange Exposure

 

The Company considered scenarios 1 and 2 as 25% and 50% of deterioration for volatility of the currency, using as reference the closing exchange rate as of December 31, 2018.

2019.

 

The currencies used in the sensitivity analysis and its scenarios are shown below:

  

 

 

 

 

 

 

 

12/31/2018

 

 

 

 

 

 

 

12/31/2019

Currency

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

USD

 

3,8748

 

3,7626

 

4,8435

 

5,8122

 

                    4.0307

 

             4.4946

 

       5.0384

 

           6.0461

EUR

 

4,4390

 

4,2833

 

5,5488

 

6,6585

 

                    4.5305

 

             5.0038

 

       5.6631

 

           6.7958

USD x EUR

 

1,1456

 

1,1346

 

1,4320

 

1,7184

 

                    1.1234

 

             1.1122

 

       1.4043

 

           1.6851

 

 

 

 

 

 

 

 

        
 

 

 

 

 

12/31/2019

  

Interest

 

Interest rate

 

Scenario 1

 

Scenario 2

  

CDI

 

4.40%

 

5.50%

 

6.60%

  

TJLP

 

5.57%

 

6.96%

 

8.36%

  

Libor

 

1.91%

 

2.39%

 

2.87%

  

FS-56


  

 

 

 

 

12/31/2018

Interest

 

Interest rate

 

Scenario 1

 

Scenario 2

CDI

 

6,40%

 

8,00%

 

9,60%

TJLP

 

6,98%

 

8,73%

 

10,47%

Libor

 

2,88%

 

3,60%

 

4,32%

 

The effects on income statement, considering scenarios 1 and 2 are shown below:

  

 

 

 

 

 

 

 

 

12/31/2019

Instruments

 

Notional

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting of exports

 

    2,530,713

 

Dollar

 

    1,173,998

 

 

2,550,136

 

5,100,272

 

 

 

 

 

 

 

 

 

 

 

Swap CDI x Dollar

 

         67,000

 

Dollar

 

         31,081

 

 

67,514

 

135,028

Currency position

 

 

 

 

 

 

 

 

 

 

(not including exchange derivatives above)

 

  (3,713,598)

 

Dollar

 

  (1,722,738)

 

 

(3,742,100)

 

(7,484,200)

  

 

 

 

 

 

 

 

 

 

Consolidated exchange position

 

(1,115,885)

 

Dollar

 

     (517,659)

 

 

     (1,124,450)

 

 

(2,248,900)

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Investment hedge accounting

 

24,000

 

Euro

 

11,359

 

27,183

 

54,366

 

 

 

 

 

 

 

 

 

 

 

 Currency position

 

(17,915)

 

Euro

 

(1,637)

 

(20,291)

 

(40,582)

 

 

 

 

 

 

 

 

 

 

 

Consolidated exchange position

 

6,085

 

Euro

 

557

 

6,892

 

13,784

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dollar-to-euro swap

 

12,875

 

Dólar

 

(2,463)

 

9,021

 

15,944

  

 

 

 

 

 

 

 

 

12/31/2018

Instruments

 

Notional

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting of exports

 

2,076,045

 

Dollar

 

(232,932)

 

2,011,065

 

4,022,130

 

 

         

Currency position

 

(3,551,954)

 

Dollar

 

398,529

 

(3,440,778)

 

(6,881,556)

(not including exchange derivatives above)

 

         
           

Consolidated exchange position

 

(1,475,909)

 

Dollar

 

165,597

 

(1,429,713)

 

(2,859,426)

(including exchange derivatives above)

          

 

 

         

Net Investment hedge accounting

 

48,000

 

Euro

 

(7,474)

 

53,268

 

106,536

 

 

         

Natural currency position

 

(48,552)

 

Euro

 

7,560

 

(53,881)

 

(107,762)

 

 

         

Consolidated exchange position

 

(552)

 

Euro

 

86

 

(613)

 

(1,226)

(including exchange derivatives above)

 

         

 

 

         

Dollar-to-euro swap

 

18,563

 

Dollar

 

(1,011)

 

14,072

 

23,663

 

(*) The probable sceneriesscenarios were calculated considering the following variations tofor the specified risks: Real x Dollar – appreciationdepreciation of Real in 2.89%by 11.51% / Real x Euro – appreciationdepreciation of Real in 3.51%by 10.45%. Euro x Dollar – appreciation of Euro in 0.96%by 1.0%. Source: Quotationquotations from Central Bank of Brazil and Central Bank of Europe on 01/25/2019.02/03/2020.

FS-53


 

·                Sensitivity analysis of changes in interest rates

 

The Company considered the scenarios 1, and 2 as 25% and 50% of evolution for volatility of the interest as of December 31, 2018.2019.

 

         

Consolidated

           

Consolidated

         

Impact on profit or loss

  

 

   

 

  

Impact on profit or loss

Changes in interest rates

 

% p.a

 

Assets

 

Liabilities

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

 

% p.a

 

Assets

 

Liabilities

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

TJLP

 

6.98

   

(954,635)

 

(2,793)

 

(16,658)

 

(33,316)

 

5.57

 

 

 

(870,637)

 

(2,481)

 

(12,124)

 

(24,248)

Libor

 

2.88

   

(4,799,586)

 

(47,391)

 

(34,505)

 

(69,010)

 

1.91

 

 

 

(4,275,363)

 

(57,620)

 

(20,438)

 

(40,876)

CDI

 

6.40

 

609,480

 

(11,667,006)

 

(53,528)

 

(176,924)

 

(353,848)

 

4.40

 

462,831

 

(10,148,220)

 

(28,594)

 

(106,539)

 

(213,078)

 

FS-57


(*) The sensitivity analysis is based on the assumption of maintaining as probable scenario the market rates at December 31, 20182019 recorded in the Company´s assets and liabilities.

 

13.d)12.d) Liquidity risk

 

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 12.11.

 

The following table shows the contractual maturities of financial liabilities and lease liabilities, including accrued interest.

 

 

 

 

 

 

 

 

 

 

Consolidated

At December 31, 2018

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

5,681,797

 

10,192,606

 

8,608,664

 

4,459,675

 

28,942,742

Trade payables

3,473,822

       

3,473,822

Dividends and interest on capital

932,005

       

932,005

 

 

 

 

 

 

 

 

 

Consolidated

At December 31, 2019

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures (note 11)

5,152,234

 

6,888,149

 

9,087,030

 

6,963,290

 

28,090,703

Lease (Note 13a)

35,040

 

44,873

 

44,872

 

349,605

 

474,390

Trade payables (note 12I)

3,012,654

 

 

 

 

 

 

 

3,012,654

Trade payables – Drawee risk (note 12I)

1,121,312

 

 

 

 

 

 

 

1,121,312

Dividends and interest on equity (note 13)

13,252

 

 

 

 

 

 

 

13,252

FS-54


 

IV - Fair values of assets and liabilities as compared to their carrying amounts

 

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, and any gains and losses are recognized as financial income or financial expenses, respectively.

 

The amounts are recognized in the financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

 

The estimated fair values for certain consolidated long-term borrowings and financing were calculated at prevailing market rates, taking into consideration the nature, terms and risks similar to those of the recorded contracts, as below: 

 

 

 

12/31/2018

 

 

 

12/31/2017

 

 

12/31/2019

 

 

 

12/31/2018

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

3,880,074

 

2,850,615

 

3,312,503

 

2,602,090

         4,036,186

 

         3,706,553

 

         3,880,074

 

         2,850,615

Fixed Rate Notes

6,745,132

 

7,595,765

 

5,751,526

 

6,207,946

         8,090,297

 

         8,345,471

 

         6,745,132

 

         7,595,765

 

(*) Source: Bloomberg

 

 

·        Credit risks

The exposure to credit risks of financial institutions complies with the parameters established by financial policy. The Company has as practice theperforms detailed analysisanalyses of the patrimonial and financial situationcondition of its clients and suppliers, and permanently monitors the establishment of a credit limitlimits established and permanent monitoring of its debit balance.

FS-58


the outstanding balance thereof.

With regard to financial investments, the Company only made investments in institutions with low credit risk rated by rating agencies. Since part of the funds is invested in repurchase agreements that are backed by Brazilian Government Bonds, there is also exposure to the credit risk of the Brazilian State.

Regarding the exposure to credit risk in accounts receivable and other receivables, the company has a credit risk committee, in which each new customer is analyzed individually regarding their financial condition, prior to the granting of the credit limit and payment terms and periodically revised, according to the periodicity procedures of each business area.

·        Capital Management

The Company seeks to optimize its capital structure in order to reduce its financial costs and maximize the return to its shareholders. The table below shows the evolution of the capital structure of the Company with financing by equity and third-party capital.

 

        

Thousands of reais

 

12/31/2018

 

12/31/2017

 

12/31/2019

 

12/31/2018

Shareholder's equity (equity)

 

10,013,440

 

8,288,229

 

11,361,932

 

10,013,440

Borrowings and Financing (Third-party capital)

 

28,827,074

 

29,510,844

 

27,967,036

 

28,827,074

Gross Debit/Shareholder's equity

 

2.88

 

3.56

 

2.46

 

2.88

 

 

FS-55


1413    OTHER PAYABLES

 

The group of other payables classified in current and non-current liabilities is comprised as follows:

 

Consolidated

 

 

 

 

 

 

Consolidated

Current

 

Non-current

Current

Non-current

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Payables to related parties (note 19 b)

35,499

 

3,097

 

96,629

  

Dividends and interest on capital payable (Note 13 I)

932,005

 

510,692

    

Payables to related parties (note 18 b)

          46,063

 

            35,499

 

88,021

 

96,629

Dividends and interest on capital payable (Note 12 I)

          13,252

 

          932,005

    

Advances from customers(1)

137,418

 

68,521

    

         787,604

 

          137,418

 

    1,845,248

 

 

Taxes in installments

20,179

 

21,551

 

73,934

 

79,242

           19,498

 

            20,179

 

67,727

 

73,934

Profit sharing - employees

113,219

 

42,699

    

         162,866

 

          113,219

 

 

 

 

Taxes payable

    

8,631

 

8,410

    

8,805

 

8,631

Provision from consumption and services

392,612

 

336,886

    

        204,299

 

          334,638

 

 

 

 

Third party materials in our possession

45,915

 

231

    

          78,820

 

            45,915

    

Trade payables - drawee risk(2)

      1,121,312

 

            65,766

 

 

 

 

Lease Liabilities (note 13a)

           35,040

 

 

 

439,350

 

 

Other payables

28,010

 

31,303

 

48,134

 

41,671

           57,690

 

            85,984

 

44,551

 

48,134

1,704,857

 

1,014,980

 

227,328

 

129,323

2,526,444

 

1,770,623

 

2,493,702

 

227,328

 

In 2018,(1)Glencore Advance: On March 29, 2019, the Company reclassifiedreceived in advance through its subsidiary CSN Mineração the amount of R$ (44,921)US$ 496 million (R$ 1,951 billion) related to a supply contract of approximately 22 million tons of ore to the Swiss trader Glencore International AG ("Glencore"), to be executed within 5 years. On July 11, 2019, CSN Mineração entered into an amendment to the contract with Glencore and received in advance on August 5, 2019 US$ 250million (R$ 956million) for the additional supply of approximately 11 million tons of iron ore.

(2)Trade Payables– Drawee risk: The Company negotiated with financial institutions to anticipate payments from its suppliers, with the objective of extending the terms of its own obligations. The effective prepayment of receivables depends on acceptance by its suppliers, given that their participation is not mandatory. The Company is not reimbursed and / or benefited by the financial institution from discounts for payment executed before the maturity date agreed with the supplier, there is no change in the Consolidated, which were classified asdegree of subordination of the security in the event of judicial execution, nor changes in the existing commercial conditions between Company and its suppliers.

 

1513.a) LEASES

The lease liabilities are presented in financial statement as follows:

   

 

 

12/31/2019

 

First adoption

Leases

1,501,960

 

1,533,556

Present value adjustment - Leases

(1,027,570)

 

(892,567)

 

474,390

 

640,989

Classified:

 

  

Current

35,040

 

39,243

Non-current

439,350

 

601,746

 

474,390

 

640,989

The Company adopted IFRS 16  as of January 1, 2019, using the modified retrospective approach that does not require the presentation of comparative balances. As a result of adopting IFRS 16, the Company changed the accounting policy for lease agreements.

The reconciliation between the amount of lease liabilities recognized on transition to IFRS 16 and the amount of operating lease commitments disclosed in the notes to the consolidated financial statements for the year ended December 31, 2018 is as follows:

Operating lease commitment at December 31,2018

4,217,333

Renewal options not included in commitments

833,083

Effect timing differences between inception and commencement

(26,580)

Variable lease payments not included in commitments

 (3,661,675)

Lease liabilities before discounting

1,362,161

Discount to presente value

(990,827)

Lease liabilities at January 01, 2019

371,334

FS-56


The Company has lease agreements for port terminals in Itaguaí, the Cargo Terminal - TECAR, used for the loading and unloading of iron ores and the Container Terminal - TECON, the agreements have a remaining term of 28 and 32 years respectively and contract lease for railway operation using the Northeast network with a remaining term of 8 years.

Additionally, the Company has property lease agreements, used as operational facilities and administrative and sales offices, in several locations where the Company operates, with remaining terms of 2, 5 and 16 years.

CSN also has lease agreements for operating equipment, used in mining and steel operations, with terms of 2 to 5 years.

The present value of future obligations was measured using the implicit rate observed in the contracts, for contracts that did not have a rate, the Company applied the incremental borrowing loans - “IBR”, both in nominal terms.

The IBR was acquired through consultation with the Company's relationship banks according to the average term of the contracts.

The average rates used to measure the lease and rights to use:

    

12/31/2019

Contract term 

(in years)

Incremental - IBR(a.a)

 

Implicit(a.a)

 BRL 

 EURO

 

 BRL 

1

7.78%

0.52%

 

 

2

8.16%

   

3

8.53%

 

 

 

4

8.90%

1.11%

  

5

9.27%

 

 

 

6

 

1.24%

  

9

 

 

 

6.75%

16

12.25%

   

29

 

 

 

8.30%

32

   

15.22%

Changes in lease liabilities for the period ended December 31, 2019 are shown in the table below.

12/31/2019

Consolidated

Opening balance

          640,989

New leases (note 9)

          106,584

Present Value Adjustments - New leases (note 9)

          (54,080)

Contract review

         (175,609)

Write off

             (1,374)

Payments

           (94,727)

Interest appropriated

            52,607

 Net balance

474,390

The minimum future payments estimated to leasing agreements include variable payments, essentially fixed when based on minimum performance and contractually fixed rates.

As of December 31,2019 are as follows:

 

 

 

 

 

 

 

Consolidated

 

 Less than one year

 

 Between one and five years

 

 Over five years

 

 Total

 Leases

86,062

 

319,162

 

1,096,736

 

1,501,960

 Present value adjustment - Leases

(51,022)

 

(229,417)

 

(747,131)

 

(1,027,570)

 

35,040

 

89,745

 

349,605

 

474,390

FS-57


• PIS and COFINS recoverable

Lease liabilities were measured at the amount of consideration with suppliers, that is, without considering the tax credits incurred after payment. We show below the potential right of PIS and COFINS embedded in the lease liability.

12/31/2019

Consolidated

Leases

1,489,789

Present value adjustment - Leases

(1,026,919)

Potencial PIS and COFINS credit

137,805

Present value adjustment – Potential PIS and COFINS credit

(96,461)

·Payments of leases not recognized as liabilities:

The Company chose not to recognize lease liabilities in contracts with a maturity of less than twelve months and for assets with low value. The realized payments to these contracts are recognized as expenses, when incurred.

The Company has lease agreements for the use of ports (TECAR) and railways (FTL) which, even if they establish minimum performance, cannot determine their cash flow since these payments are fully variable and will only be known when they occur. In such cases, payments will be recognized as expenses when incurred

Expenses related to payments not included in the measurement of a lease liability during the actual exercise are:

Consolidated

12/31/2019

 Contract less than 12 months 

10,819

 Lower Assets value 

3,853

 Variable lease payments 

177,460

192,132

In accordance with the guidelines of IFRS 16, the Company uses the discounted cash flow technique to measure and remeasure liabilities and right to use, without considering the projected inflation in the flows to be discounted.

Considering Official Letter / CVM / SNC / SEP No. 02/2019, the Company discloses below the comparative balances of lease liabilities, right of use, financial expenses and depreciation expenses with the use of rates in real terms to discount a present value of flows also in real terms.

 

12/31/2019 

 

Consolidated

 

Rate in nominal terms and actual flow

 

Rate and actual flow in termos nominais

Lease Liability

474,390

 

579,390

Right of net use

472,345

 

567,905

Financial expenses

(49,118)

 

(57,556)

Depreciation

(53,826)

 

(57,356)

    

To measure the balances using the rate in real terms, the inflation projection (IPCA) released by the Central Bank of Brazil was used.

14    INCOME TAX AND SOCIAL CONTRIBUTION

 

15.a)14.a) Income tax and social contribution recognized in profit or loss:

FS-59


 

The income tax and social contribution recognized in profit or loss for the year are as follows: 

 

Consolidated

Consolidated

12/31/2018

 

12/31/2017

12/31/2016

12/31/2019

 

12/31/2018

12/31/2017

Income tax and social contribution income (expense)

 

 

 

 

 

 

 

Current

(827,229)

 

(358,981)

(206,178)

(1,564,622)

 

(827,229)

(358,981)

Deferred

576,895

 

(50,128)

(60,368)

2,398,400

 

576,895

(50,128)

(250,334)

 

(409,109)

(266,546)

833,778

 

(250,334)

(409,109)

FS-58


 

The reconciliation of consolidated income tax and social contribution expenses and income and the result from applying the effective rate to profit before income tax and social contribution are as follows:

 

  

Consolidated

  

Consolidated

12/31/2018

 

12/31/2017

 

12/31/2016

12/31/2019

 

12/31/2018

 

12/31/2017

   

 

 

  

 

 

 

Profit/(Loss) before income tax and social contribution

5,450,917

 

  520,338

 

(576,951)

1,410,733

 

            5,450,917

 

                520,338

Tax rate

34%

 

34%

 

34%

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

(1,853,312)

 

  (176,915)

 

196,163

(479,649)

 

          (1,853,312)

 

              (176,915)

Adjustment to reflect the effective rate:

   

 

 

 

 

 

 

 

Equity in results of affiliated companies

 50,134

 

  42,431

 

22,072

46,737

 

50,134

 

42,431

Profit with differentiated rates or untaxed

 (46,006)

 

  37,605

 

(287,502)

(236,404)

 

(46,006)

 

37,605

Transfer pricing adjustment

  (74,836)

 

  (34,746)

 

(63,638)

(18,494)

 

(74,836)

 

(34,746)

Tax loss carryforwards without recognizing deferred taxes

 (27,683)

 

  (368,612)

 

(821,920)

(21,095)

 

(27,683)

 

(368,612)

Indebtdness limit

  (38,486)

 

  (39,378)

 

(35,391)

(20,393)

 

(38,486)

 

(39,378)

Unrecorded deferred taxes on temporary differences

 (11,964)

 

  541,655

 

643,990

(2,835)

 

(11,964)

 

541,655

Deferred Income Tax and social contribution on temporary differences

 971,972

 

 

 

 

(Losses)/Reversal for deferred income and social contribution tax credits

 835,937

 

  (403,080)

 

44,691

1,530,185

 

1,807,909

 

(403,080)

Income taxes and social contribution on foreign profit

 (30,219)

 

  (29,964)

 

(35,613)

(14,424)

 

(30,219)

 

(29,964)

Amortization – Goodwill Metalic

 

 

 

 

31,439

Tax incentives

  36,710

 

  14,358

 

22,673

39,042

 

36,710

 

14,358

Deferred taxes on exchange variation in equity

 (43,667)

 

 

 

 

 

 

(43,667)

 

 

Interest on equity

22,107

 

 

 

 

Other permanent deductions (additions)

  (18,914)

 

  7,537

 

16,490

(10,999)

 

(18,914)

 

7,537

Income tax and social contribution in profit for the period

 (250,334)

 

  (409,109)

 

(266,546)

833,778

 

(250,334)

 

(409,109)

Effective tax rate

5%

 

79%

 

-46%

-59%

 

5%

 

79%

 

 

15.b)14.b) Deferred income tax and social contribution:

Deferred income tax and social contribution are calculated on income tax and social contribution losses and the corresponding temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements:

 

   

 

 

 

 

 

         

Consolidated

 

12/31/2017

 

Movement

12/31/2018

 

Movement

 

12/31/2019

  

Shareholders'
Equity

 

P&L

 

Others

 

Shareholders'
Equity

 

P&L

 

Others

 

 
         

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax losses

  1,137,234

 

  

(177,378)

 

  (616)

  959,240

 

  

  651,561

   

 

1,610,801

Social contribution tax losses

  406,884

 

 

 

(39,303)

 

  (223)

  367,358

 

 

 

  242,688

 

 

 

 

  610,046

Temporary differences

(2,654,558)

 

  21,208

 

  793,576

 

839

(1,838,935)

 

  (2,357)

 

  1,504,151

 

59

  

(337,082)

- Provision for tax. social security, labor, civil and environmental risks

 356,750

 

 

 

(25,554)

 

  3,184

  334,380

 

 

 

  (70,367)

 

 

 

 

  264,013

- Asset impairment losses

  181,463

   

53

  

  181,516

   

  915

    

  182,431

- (Gains)/losses on financial instruments

 416,747

 

  530,292

 

(587,263)

 

 

  359,776

 

 

 

  54,719

 

 

 

 

  414,495

- Actuarial liability (pension and healthcare plan)

 273,058

 

  (48)

 

3,022

  

  276,032

 

38,569

      

  314,601

- Accrued supplies and services

  67,716

 

 

 

27,928

 

 

  95,644

 

 

 

  36,767

 

 

 

 

  132,411

- Goodwill on merger

  608

   

(608)

            

- Unrealized ex change differences (1)

  1,511,152

 

 

 

(500,620)

 

 

  1,010,532

 

 

 

  170,969

 

 

 

 

1,181,501

- (Gain) on loss of control over Transnordestina

 (92,180)

      

  (92,180)

        

(92,180)

- Cash flow hedge accounting

  134,479

 

  355,563

 

 

 

 

  490,042

 

(63,080)

 

 

 

 

 

 

  426,961

- Aquisition Fair Value SWT/CBL

 (193,311)

 

  (16,683)

 

37,880

  

  (172,114)

 

(52,071)

 

  39,672

    

(184,513)

- Deferred taxes non computed

  (212,236)

 

 

 

(38,359)

 

  (2,345)

  (252,940)

 

 

 

  (39,021)

 

 

 

 

(291,961)

- (Losses) estimated/ reversals to deferred taxes credits

(4,130,928)

 

  (885,069)

 

1,929,424

  

(3,086,573)

 

25,159

 

  1,435,415

    

(1,625,998)

- Business Combination

(1,040,536)

 

 

 

9,724

 

 

(1,030,812)

 

 

 

  7,471

 

 

 

 

(1,023,341)

- Consolidation CBSI

           

  (12)

 

62

  

50

- Other

  72,660

 

  37,153

 

(62,051)

 

 

  47,762

 

49,066

 

  (132,377)

 

(3)

 

 

(35,552)

Total

(1,110,440)

 

  21,208

 

  576,895

 

 -

  (512,337)

 

  (2,357)

 

  2,398,400

 

59

  

1,883,765

                  

Total Deferred Assets

  63,119

 

 

 

 

 

 

  89,394

 

 

 

 

 

 

 

 

2,473,304

Total Deferred Liabilities

(1,173,559)

      

  (601,731)

        

(589,539)

Total Deferred

(1,110,440)

 

 

 

 

 

 

  (512,337)

 

 

 

 

 

 

 

 

1,883,765

FS-60


 

Consolidated

 

12/31/2016

 

Movement

12/31/2017

 

Movement

 

12/31/2018

  

Shareholders'
Equity

 

P&L

 

Others

 

Shareholders'
Equity

 

P&L

 

Others

 
        

Deferred

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax losses

970,800

 

  

245,846

 

  (79,412)

  1,137,234

 

  

  (177,378)

 

(616)

 

  959,240

Social contribution tax losses

340,629

 

 

 

94,843

 

  (28,588)

406,884

 

 

 

  (39,303)

 

(223)

 

  367,358

Temporary differences

  (2,288,175)

 

26,778

 

  (390,817)

 

  (2,344)

  (2,654,558)

 

  21,208

 

793,576

 

  839

 

(1,838,935)

- Provision for tax. social security, labor, civil and environmental risks

256,936

 

 

 

12,963

 

 

269,899

 

 

 

  (5,846)

 

3,184

 

  267,237

- Provision for environmental liabilities

95,048

   

  (8,197)

  

86,851

   

  (19,708)

   

  67,143

- Asset impairment losses

93,908

 

 

 

  (5,475)

 

 

88,433

 

 

 

  (7,092)

 

 

 

  81,341

- Inventory impairment losses

35,703

   

10,111

  

45,814

   

  (7,054)

   

  38,760

- (Gains)/losses on financial instruments

(2,300)

 

 

 

1,388

 

 

  (912)

 

 

 

  (2,407)

 

 

 

  (3,319)

- (Gains)/losses on available-for-sale financial assets

705,929

 

316,563

    

417,659

 

  530,292

 

  (584,856)

   

  363,095

- Actuarial liability (pension and healthcare plan)

134,578

 

180,834

 

  (41,065)

 

  (1,289)

273,058

 

(48)

 

3,022

 

 

 

  276,032

- Accrued supplies and services

123,101

   

  (55,385)

  

67,716

   

27,928

   

  95,644

- Allowance for doubtful debts

42,008

 

 

 

5,208

 

 

47,216

 

 

 

14,199

 

 

 

  61,415

- Goodwill on merger

  815

   

(207)

  

  608

   

(608)

    

- Unrealized ex change differences (1)

  1,589,651

 

56,493

 

  (134,992)

 

 

  1,511,152

 

 

 

  (500,620)

 

 

 

1,010,532

- (Gain) on loss of control over Transnordestina

(92,180)

      

(92,180)

       

  (92,180)

- Cash flow hedge accounting

148,471

 

(13,992)

 

 

 

 

134,479

 

  355,563

 

 

 

 

 

  490,042

- Aquisition Fair Value SWT/CBL

(199,001)

 

(21,143)

 

26,833

  

(193,311)

 

  (16,683)

 

37,880

   

  (172,114)

- Deferred taxes non computed

  (1,324,437)

 

(566,173)

 

  (3,255)

 

(115)

(212,236)

 

 

 

  (38,359)

 

  (2,345)

 

  (252,940)

- (Losses) estimated/ reversals to deferred taxes credits

 (3,013,730)

 

82,769

 

  (123,056)

  

  (4,130,928)

 

  (885,069)

 

  1,929,424

   

(3,086,573)

- Business Combination

  (1,072,824)

 

 

 

32,288

 

 

  (1,040,536)

 

 

 

9,724

 

 

 

(1,030,812)

- Other

190,149

 

(8,573)

 

  (107,976)

 

(940)

72,660

 

  37,153

 

  (62,051)

 

 

 

  47,762

Total

(976,746)

 

26,778

 

  (50,128)

 

  (110,344)

  (1,110,440)

 

  21,208

 

576,895

 

 

 

  (512,337)

                 

Total Deferred Assets

70,151

 

 

 

 

 

 

63,119

 

 

 

 

 

 

 

  89,394

Total Deferred Liabilities

  (1,046,897)

      

  (1,173,559)

       

  (601,731)

Total Deferred

(976,746)

 

 

 

 

 

 

  (1,110,440)

 

 

 

 

 

 

 

  (512,337)

(1) The Company taxes exchange differences on a cash basis to calculate income tax and social contribution on net income.

 

FS-59


The Company has foreign subsidiaries in its corporate structure, for which profits are taxed at income tax in the countries where they are domiciled by lower rates than those prevailing in Brazil. From 20132014 up to 20182019 such foreign subsidiaries generated profits amounting to R$ 1,150,443.1,406,562. If for some reason tax authorities understand that these profits are subject to additional taxation in Brazil in respect of income tax and social contribution, which if due, would total R$ 366,847.

The453,927.The Company, based on its legal counsel’s opinion, assessed the likelihood of loss in a potential claiming by tax authorities which resulted in a possible risk of loss and, therefore, no provision was recognized in the financial statements.

In addition, management evaluated the precepts of IFRIC 23 - “Uncertainties Over Income Tax Treatments” and considers that there are no reasons for the tax authorities to differ from the tax positions adopted by the Company. Accordingly, no additional provisions for income tax and social contribution were recognized as a result of the assessment of the application of IFRIC 23 in the financial statements at December 31, 2019.

A sensitivity analysis of tax credit was performed considering a variation of macroeconomic assumptions, operating performance and liquidity events. In this way, considering the results of studies performed, which indicates that it is probable that there will be taxable income to use the deferred income and social contribution taxes balance.

The estimated recovery of deferred tax assets of IRPJ and CSLLare presented by net when referring to a single jurisdiction as shown in the table below:

In millions of reais

 

Consolidated

2020

 

230

2021

 

713

2022

 

938

2023

 

985

2024

 

431

 Deferred Asset

 

3,297

 Deferred liabilities  - Parent Company

 

(823)

 Net Deferred Asset

 

2,474

 Deferred liabilities - Subsidiaries

 

(590)

 Net Deferred Asset

 

1,884

 

15.c) 14.c) Income statement and social contribution recognized in the shareholders’ equity

The income statement and social contribution recognized directly in the shareholder’s equity are demonstrated below:

 

Consolidated

 

12/31/2019

 

12/31/2018

Income tax and social contribution

 

 

 

Actuarial gains on defined benefit pension plan

215,306

 

176,700

Estimated losses for deferred income and social contribution tax credits - actuarial gains

(217,969)

 

(180,048)

Exchange differences on translating foreign operations

(325,350)

 

(325,350)

Cash flow hedge accounting

426,961

 

490,041

Estimated losses for deferred income and social contribution tax credits - cash flow hedge

(426,961)

 

(490,041)

 

(328,013)

 

(328,698)

FS-60


Income tax and social contributionImpairment test – deferred tax assets

 

The Company's management constantly evaluates the ability to use its tax credits. In this direction, CSN periodically updates a technical study to demonstrate if the generation of future taxable profits support the realization of tax credits and, consequently support the accounting recognition of tax credits, the maintenance on the balance sheet or the constitution of a provision for loss in the realization of these credits.  

 

This study is prepared at Entity level, in accordance with the Brazilian tax legislation, and is performed considering the Company’s projections, which is the entity that generates a significant amount of tax credits, mainly, temporary differences. The Company covers the following businesses:

 

• Steel Brazil (Steel); and

• Cement;

 

FS-61


The deferred tax assets on tax losses and temporary differences refers mainly to the following:

 

 

Nature

Description

 

Tax losses

In recent periods, theThe Company started to incur tax losses mostlyat the parent company level, because of high financial expenses over its leverage, since it holds substantially all loans and financings of CSN group andgroup. In 2018  the parent company presented a taxable income in 2018.income.

Temporary differences

Foreign exchange differences

Since 2012 theThe Company optedusually opts for the taxation of exchange differences on a cash basis. As the Company has operated without taxable profit it would not make sense to use this deductibility year by year (accrual basis). As a result, of the cash basis tax treatment, taxes are only due and expenses are only deductible atwhen the time of debt settlement.

underlying asset or liabilities is settled.

Losses on Usiminas shares

The losses on UsiminasChanges in investments in Usiminas’ shares are recognized on an accrual basis, but the taxable event that generates taxation or deductibility will only occur only at the time of divestment.

Other provisions

Various accountingOther provisions are recognized on an accrual basis, but their taxation occurs only at the time of its realization, such astheir realization. This includes provisions for contingencies, impairment losses, environmental liabilities, etc.

 

 

The study prepared is based on the Company business plan of on a long-term basis, reasonably estimated by management and considered several scenarios which vary according to different macroeconomic and operating assumptions.

 

 

The model for projection of taxable profit considers two main indicators:

 

·        Pre-Tax Profit, reflecting our projected EBITDA plus depreciation, other income and expenses and financial income (expenses); and                       

 

·        Taxable Profit, which is our pre-tax profit plus (minus) expenses and income items that are taxable at a time different from the time obtained on an accrual basis (temporary differences).

 

FS-61


In addition, a sensitivity analysis of tax credits utilization considering a variation in macroeconomic assumptions, operational performance and liquidity events took place.

 

A significant aspect to be considered in the analysis is the fact that CSN has presented recent tax losses mainly due to the deterioration of the Brazilian political and macroeconomic environment, as well as the growth of its financial leverage. These two aspects combined led to an unbalanceimbalance between the financial and operating results of the Company.

 

Within this context, the Company works with a business plan to rebalance between the financial and operating results of the Company, whose main measures are:

 

·        Expansion of disinvestment efforts;

·        Reduction of financial leverage;

·        Improvement in operating results due to increased sales volume, better prices of its products and efficiency in controlling production costs and

·        Reprofiling of the Company's indebtedness, with negotiations to extend the amortization periods and decentralization of debt through redirection of contracts to subsidiaries according to the nature and application of resources.

 

FS-62


With the aforementioned measures already in execution, the Company's management expects to retake high profitability rates. Accordingly, management considers that the gradual recognition of tax credits, using at first a time period of projections of less than 10 years, better reflects the expectation of utilization of the credits recognized in the Company's tax books. As a result of the study, the Company reversed during 2019, R$ 971,9722,361,362 of the loss recorded in previous years, presenting until 2018 creditswith a balance of deferred fixed assets recognized in the amount of R$ 250,3343,258,542 in the Consolidated.Parent Company, as of December 31, 2019.

The tax losses and negative social contribution base and temporary differences maintained in the Company's tax books for future use are respectively, R$1,465,808 and R$549,683 (R$834,141 and R$322,283 on December 31, 2018).

 

 

15.d) Income tax and social contribution recognized in shareholders' equity:

The income tax and social contribution recognized directly in shareholders' equity are as follows:

 

Consolidated

 

12/31/2018

 

12/31/2017

Income tax and social contribution

 

 

 

Actuarial gains on defined benefit pension plan

176,700

 

176,658

Estimated losses for deferred income tax and social contribution credits - actuarial gains

(180,048)

 

(180,834)

Changes in the fair value of assets measured at fair value through other comprehensive income

 

 

(530,292)

Estimated losses for deferred income tax and social contribution assets - assets measured at fair value through other comprehensive income

 

 

530,292

Exchange differences on foreign operations

(325,350)

 

(369,017)

Cash flow hedge accounting

490,041

 

134,478

Estimated losses for deferred income tax and social contribution credits - cash flow hedge

(490,041)

 

(134,478)

 

(328,698)

 

(373,193)

1615    Taxes in installments

 

The position of the Refis debts and other tax installment payment plans, recorded in taxes in installments in current and non-current liabilities, as mentioned in note 14,13, is as follows:

 

Consolidated

 

 

 

 

Consolidated

Current

 

Non-current

Current

 

 

Non-current

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Federal REFIS Law 11.941/09

12,100

 

12,552

 

18,895

 

20,083

12,172

 

12,100

 

17,436

 

18,895

Federal REFIS Law 12.865/13

6,240

 

5,984

 

52,661

 

56,381

6,481

 

6,240

 

48,306

 

52,661

Other taxes in installments

1,839

 

3,015

 

2,378

 

2,778

845

 

1,839

 

1,985

 

2,378

20,179

 

21,551

 

73,934

 

79,242

19,498

 

20,179

 

67,727

 

73,934

 

 

 

FS-63


1716    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

 

 

 

 

 

Consolidated

 

Accrued liabilities

 

Judicial deposits

Accrued liabilities

 

Judicial deposits

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Tax

 

118,490

 

113,451

 

46,321

 

52,542

128,411

 

118,490

 

31,060

 

46,321

Social security

 

70,084

 

74,522

 

50,898

 

50,098

7,039

 

70,084

 

 

 

50,898

Labor

 

362,228

 

451,173

 

214,625

 

202,104

305,309

 

362,228

 

227,213

 

214,625

Civil

 

210,264

 

148,212

 

22,024

 

22,752

138,990

 

210,264

 

53,771

 

22,024

Environmental

 

31,390

 

37,733

 

1,900

 

1,826

43,498

 

31,390

 

3,731

 

1,900

Deposit of a guarantee

 

 

 

 

 

12,182

 

10,029

 

 

 

 

12,596

 

12,182

 

792,456

 

825,091

 

347,950

 

339,351

623,247

 

792,456

 

328,371

 

347,950

FS-62


 

Classification

 

 

 

 

 

 

 

 

 

 

 

Current

 

106,503

 

105,958

 

 

 

 

 

96,479

 

106,503

 

 

 

 

Non-current

 

685,953

 

719,133

 

347,950

 

339,351

 

526,768

 

685,953

 

328,371

 

347,950

 

792,456

 

825,091

 

347,950

 

339,351

 

623,247

 

792,456

 

328,371

 

347,950

        

 

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 20182019 were as follows:

 

 

Consolidated

         

Consolidated

 

 

Current + Non-current

 

 

 

 

 

 

 

 

 

Current + Non-current

Nature

 

12/31/2017

 

Additions

 

Net update on amount

 

Net utilization of reversal

 

12/31/2018

 

12/31/2018

 

Additions

 

Accrued charges

 

Net utilization of reversal

 

12/31/2019

Tax

 

113,451

 

17,941

 

12,081

 

(24,983)

 

118,490

 

118,490

 

25,019

 

4,188

 

(19,286)

 

128,411

Social security

 

74,522

 

2,348

 

1,996

 

(8,782)

 

70,084

 

70,084

 

4,386

 

91

 

(67,522)

 

7,039

Labor

 

451,173

 

29,250

 

55,344

 

(173,539)

 

362,228

 

362,228

 

36,133

 

59,502

 

(152,554)

 

305,309

Civil

 

148,212

 

14,921

 

56,092

 

(8,961)

 

210,264

 

210,264

 

65,817

 

12,465

 

(149,556)

 

138,990

Environmental

 

37,733

 

31

 

6,021

 

(12,395)

 

31,390

 

31,390

 

9,629

 

4,091

 

(1,612)

 

43,498

 

825,091

 

64,491

 

131,534

 

(228,660)

 

792,456

 

792,456

 

140,984

 

80,337

 

(390,530)

 

623,247

 

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 and only proceedings for which the risk is classified as probable loss are accrued. Additionally, this provision includes tax liabilities resulting from lawsuits filed by the Company, subject to SELIC (Central Bank’s policy rate).

 

 

FS-64


Tax lawsuits

 

The main tax lawsuits assessedthat are considered by the outsideexternal legal counseladvisors as probable lossesloss, which CSN or its subsidiaries are parties are as follows: (i) MunicipalISS tax assessments (ISS) incident in lease contracts;notices; (ii) Tax Forfeiture to collect ICMS reported but not paid;Differences between calculated and paid ICMS; (iii) Consignment action for payment of social security contributions; (iv) collectionrequests for compensation not approved due to the lack of income tax and social contribution for the offset of nonexistent tax credits.credit rights.

 

Labor lawsuits

 

As of December 31, 2018,2019, the Group is a defendant in 7,6657,590 labor lawsuits. Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, 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 2000 to 2003.

 

During the year ended December 31, 20182019 there were addition or write-off movements in labor lawsuits arising from the definite conclusion 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.

 

FS-63


 

Civil lawsuits

 

Among the civil lawsuits in which the Company is a defendant are claims for compensation. Generally, these lawsuits result from on-the-jobwork accidents, occupational diseases and contractual litigation related to the industrial activities of the Group, real estate actions, healthcare plan.

 

Environmental lawsuits

 

TheAmong the environmental administrative/administrative / judicial proceedings filed againstin which the Company is a defendant include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits;licenses; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities and public civil actions claiming regularization coupled with compensation, in most cases claiming environmental recovery. In general, these proceedings arise from alleged impacts to the environment related to the Company’s industrial activities.

 

The environmental processes present high complexity for estimatingare highly complex to estimate the value at risk, because they should be taken into consideration, among various aspects, procedural development, the extent of any damage and the projection of repairingprojected repair costs.

 

There are other environmental processes for which it is not yet possible to assess the risk and contingency valueamount due to the aforementioned complexity inof estimation, the peculiarities of the matters involving them and also their procedural steps.stages.Themain processes of environmental naturejudicial and administrative procedures are listed below:

 

·       In 2010, CSN signed a Term for Undertaking (“Termos de Ajustamento de Conduta” or “TAC”) with2018, the StateCompany celebrated TAC 07/2018, which aims to adopt environmental improvements within the scope of Rio de Janeiro to study and make investments to update environmental control equipment at the steel plant UPV. In theThe obligations of TAC it was initially estimated investments in the amount of R$216 million, increased to R$260 million after the cost of projects was determined more precisely. In 2013 we signed an addendum07/2018 are linked to the TAC in order to enlighten certain issues, as well as to include further obligations established by the State Environmental InstituteOperating Authorization (“Instituto Estadual do Ambiente” or “INEA”), which resulted in additional investments of R$165 million, already made. The TAC signed in 2010 expired in 2015 and CSN, the State of Rio de Janeiro and INEA signed a new TAC in April 2016, whichdetermined new investments amounting to R$178.5 million to adopt measures of adequacy at UPV, the payment of environmental fines of R$16 million and the amount of R$6.1 million as a compensatory measure to be applied in environmental programs in Volta Redonda. UPV was authorized to fully operate during the period the TAC 03/2016 is in force by the environmental authorization nº IN034283 (“Autorização Ambiental de Funcionamento” or “AAF”).

FS-65


Within the context of the TAC 03/2016, upon the expiration of the environmental authorization, a renewal of the authorization was issued in 12/07/2017by the Deliberation CECA/CFL nº 6.141 (“AA”) under nº IN042958, published in theDiário Oficialof the state of Rio de Janeiro (“DO”) in 12/08/2017, page 13, allowing the full operation of UPV for 180 days which will expire on June 20, 2018, which, by the Deliberation CECA nº. 6,189 dated 06/19/2018, published in the DO of 06/20/2018, extended for 90 days the period of validity of AA to operate the UPV, that is, until September 20, 2018.

During this period, the Company continued discussions with the Environmental Authorities of the State of Rio de Janeiro with a view to the consensual solution to the environmental issues of the plant, and on September 19, 2018, it was published in theDiário Oficialof the State of Rio de Janeiro (“DO”) by the deliberation CECA/CLF6,216 of 09/18/2018, authorizing the conclusion of a new TAC between the Company and the State of Rio de Janeiro - through the Secretary of State for the Environment (“Secretaria do Estado do Meio Ambiente” or “SEA”), INEA and the State Commission of Environmental Control (“Comissão Estadual de Controle Ambiental” or “ECSC”), thereby maintaining the full operation of UPV. In parallel, INEA issued the Environmental Authorization for Operation ("AAF"AAF”). IN 002019, valid until October 2024, whose purpose is to authorize the regular operation of the UPV during compliance with TAC 07/2018.

This new TAC 07/2018 contemplates investments of approximately R$ 303 million in environmental projects and actions in the region up to August 2024 and represents a commitment of the Company to the sustainability of its activities, with the communities of Volta Redonda and the region, as well as with the generation of value to its shareholders, employees and other stakeholders.

 

·     In July 2012, the Public Ministry of the State of Rio de Janeiro, (“Ministério Público do Estado do Rio de Janeiro” or “MPE/RJ”) and the Public Federal Ministry (“Ministério Público Federal” or “MPF”) filed a separate public civil action in the state and Federal Courts alleging, in existence of supposed contaminated area in the Condominium Volta Grande IV. In view of the conflict of jurisdiction to judge actions, the Superior Court of Justice (“Superior Tribunal de JusticaJustiça” or “STJ”) declared the jurisdiction of the Federal Court to prosecute and judge such actions. In brief, the MPF maintains that the company should (i) remove wastings left in industrial landfill areas in the city of Volta Redonda and (ii) transfer 750 residences of the Volta Grande IV condominium, also in the city of Volta Redonda. These requirements were denied by the Court, which determined the presentation of a schedule to investigate the area and, if necessary, to remediate the potential issues raised by the MPF. The aforementioned schedule was presented and all the surveys performed during the investigation including the risk assessment and intervention plan were concluded in April 30, 2014. Also, there are actions initiated by owners of the residential condominium mentioned above to be reimbursed for material and moral damages, not yet judged.

 

·     In January 2014, it was distributed an Annulment Action with the purpose of declaring the nullity of an Assessment Notice issued by INEA for the alleged contamination of the soil and groundwater in the Volta Grande IV Condominium. The penalty was a simple fine, in the amount of R$35 million. The request for the preliminary suspension of the chargeability of the debt was not assessed, which is why INEA filed a Tax Enforcement Action. Declared connection between actions. An application for suspension of the procedure was filed until the conclusion of the investigation in the ACP Volta Grande IV.

 

·     With regards to other supposedly contaminated areas in Volta Redonda, the Public Ministry initiated three public civil actions claiming for environmental remediation and indemnification related to certain areas denominated Marcia I, II, III and IV, Wandir I and II and Reciclam. Regarding to Marcia I, the latter, the definition from the responsible part to produce evidences still depends. Thesephase of producing evidence has ended and is being analyzed for judgment. The other claims are at initial stage and weCSN are currently performing environmental studies that will determine the extent of possible environmental damages related to soil contamination, as well as the action plan to fulfill with the legislation in force. As soon as the studies are concluded, they will be presented and added to the pleadings.

 

·      In 2015, the Public Federal Ministry initiated a public civil action against usCSN claiming for the adequacy and regularization for the emission of particles from the UPV and the stoppage of its operations. In accordance withAccording to CONAMA Resolution n. º 436/2011, wethe companies have to adjust the emission of particles to match to the currentnew legalstandards required by December 2018, which should be compatible with INEA the schedule of actions and measures foreseen in TAC 07/2018.

FS-66FS-64


 

·     In 2016, weCSN were mentioned in public civil action proposed by the Public Federal Ministry and the Public Ministry of the State of Rio de Janeiro in relation to a supposedly irregular waste deposit in the landfill area named "Aterro Panco". The claimings are for the recovery of degraded areas, compensation for damages to fauna and flora and to human health, as well as indemnification for material and moral damages caused to the environment. Due to the nature of this action and to the current stage of the pleading, this action is still considered as inestimable.

 

·     In 2004,1988, the Public Federal Ministry initiated a public civil action against usCSN for a supposedly environmental contamination and pollution of the ParaíbaParaiba do Sul river supposedly caused by our industrial activities of UPV. In 1995, the court determined the meeting of cases No. 15,497; 17,563; No. 7,304; and, No. 7,624, in view of the connection characterized and determined the joining of the four actions.

·The second federal regional courtFederal Regional Court of the Second Region maintained the condemnation previously given and reinforcedfirst instance conviction, reiterating the Company's obligation of the Company to compensate eventualfor possible environmental damages. Wedamage caused to the ecosystem. The Company appealed to the Superior Court of Justice (STJ), which accepted the appeal and determinedannulled the pleading toprevious decisions, determining the return of the records to the previous stage1st Instance to resume the process.

 

·     AIn 2010, a civil investigation is ongoingwas launched to assessverify (i) the environmental requisites to ourrequirements for the CSN project in the city of Arcos (cement plant); (ii) monitoring and mitigation of the environmental impacts of our productive activities; (iii) conformity of the conditions our our environmental licenses, including the creation of a museum inwithin the Corumbá ecological station and the establishmentcreation of a Private Reserve of the Natural Heritage; and (iv) measures for preservation of the  cultural heritage and adoption of compensatory measures. In February 2, 2011 a Term of Undertaking was signed (“TAC”) to assure the fulfillment of the obligations raised by the Public Ministry. The Ministerial Board has issued a clearance certificate toIn December 2019, the major partTAC's final filing and settlement of obligations, without the payment of fines by CSN, was ratified by the Council of the TAC, except for two pending items that still remain open.Public Ministry.

·     In 2009 and 2010, we signed Judicial Agreements (“TAJ”) with the Public Federal Ministry to recover environmental liabilities caused by our coal mining activities in the Southeast of Santa Catarina until the 90’s. The environmental liabilities reached by the TAJ include the restoration of certain degraded areas. In March 2018, the parties renegotiated a new agreement, with the extension of the construction schedule until 2030, which was legally approved on 06/06/18,18.

The Company is currently negotiating with the Public Federal Ministry the suspension of the TAJ terms for trading and is in compliance byadjusting the Company.obligations and planned compensatory measures.

 

·      In July 2018, the Company and Harsco Metals ("Harsco"), a contracted company, were named in a new public civil action jointly filed by the Federal Public Ministry and the Public Prosecutor's Office of the State of Rio de Janeiro, due to the irregular deposit of waste (steel slag) in the area called "Patio Volta Grande""Slag Processing Yard". The decision issued established a certain limitation in the monthly dispatch of the slag to the said yard, reduction of the height of the piles, and removal of the excess of the stored material.material, which finally had its effects suspended by preliminary decision. The Company and Harsco have been looking for alternatives to solve this problem and are working on a plan of action with a feasible schedule, due to the concern with the impacts that can be generated by the abrupt removal of the yard material within the deadline established in the preliminary decisiondecision.

 

·       In January 1995, in the Municipality of Volta Redonda/RJ (“MVR”), the ACP was filed claimed to CSN to comply with 26 items of Compensatory Environmental Programs. After the dispute, the parties entered into Transaction (1995), establishing CSN's effective obligations, as well as environmental compensation, ratified in court by judgment. The Municipality of Volta Redonda disagreed about the approved agreement and in 2015 the process of liquidation of unfulfilled obligations was initiated. On December 27, 2018, a new agreement was signed between CSN and the MRV, to put an end to the legal dispute, through reciprocal concessions from the parties, with the MVR expressly waiving the right on which the lawsuit is based and to CSN an additional investment in the amount of R$21 million, with 30% of this amount being allocated to services of environmental interest, preservation works, improvement and recovery of the quality of the environment of Volta Redonda.In 2019, the agreement signed between CSN and MVR was approved with the effective disbursement by CSN of R$ 25MM, following the appellate prosecutor's office, which is awaiting judgment.

 

·       In August 2017, CSN initiated an annulment action against the tax assessment notice that imposed a fine on CSN (R$ 22,038,856.0925 million – updated until January/December/19), for alleged water pollution of the water ofin the Paraíba do Sul River, with discharge of effluent from the ETE (Effluent Treatment Station) of Blast Furnace # 2, due to accident occurred on 11/27/2010. The enforceability of the fine is suspended by virtue of an injunction granted in a writ of mandamus until final decision of the appeal phase that discusses the guarantee offered to the court (suitable guarantee) for the grant of guardianship.

·In December 2019, a Public Civil Action was initiated against Sepetiba TECON and INEA aiming at suspending the environmental licensing processes of the Sepetiba TECON container terminal until the study of the environmental     support capacity of Sepetiba Bay is carried out, and the INEA to refrain from licensing new ventures or potentially polluting activities on the site, which may harm the socio-environmental balance of the Bay and the preservation of marine fauna. Sepetiba TECON became aware of the action through news published on the MPF website. On 12/19/19, the court rejected the request for urgent relief requested by the MPF, as well as the Federal Union and IBAMA's decision was determined. Citation is awaited.

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·In June 2019, CSN filed a lawsuit against the INEA Notification, which determined the suspension of operations for handling solid bulk in TECON due to the alleged lack of activity forecast in the object of the respective Operation License. A preliminary injunction was granted to suspend the effects of the Notification and allow the continuation of the solid bulk handling operation until the final judgment of the action. Decision confirmed on appeal.

·In relation to mining issues, with the mining activities matters, due tooccurrence of the accident involving a Brazilian mining company in November 2015, the State of Minas Gerais initiated several civil investigationsinquiries aimed at investigating companies in the mining segment, based on the inventory of tailing dams of the State Dam Inventory released in 2014. ThoseThese procedures have the scope of ascertaining thoseare intended to investigate structures that do not have technical stabilityguaranteed by an external auditor, or whose stability has not been attested due to athe lack of documents or technical data.

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·In March 2016 we were mentioned in a public civil action proposed by the State of Minas Gerais and by the State Environmental Foundation (“Fundação Ambiental do Estado” or “FEAM”) questioning the stability of the structure of our tailing dam known as “BAIA 4” – a small structure built within the industrial area and used to collect particles generated during the process of ore filtration. That process was filed before the defense takes place due to out-of-date information. CSN was able to prove that BAIA 4 structure was steady which led to the filing of the action, by the author himself. In August 2016, we were mentionedthe Company was cited in a similar public civil action, in relation to the dam structure known as “of Dique do Engenho” (Engenho dam). We presented the documentation Dam. Documents were submitted to the Statestate authorities tothat prove the stability and safety of the Engenhosaid dam. We expectIt is expected that this actioncase will also be filed,closed, for the same reasons as the previous one.

 

·        Other administrative and judicial proceedings

 

The table below shows a summary of the carrying amounts of the main legal matters with possible risk of loss and the amounts on December 31, 20182019 and 2017.2018.

 

 

 

12/31/2018

 

12/31/2017

Income tax / Social contribution - Assessment Notice and imposition of fine (AIIM) - Capital gain for an alleged sale of the shares of its subsidiary NAMISA.

 

 11,812,071

 

  11,073,961

     

Assessment Notice and Imposition of fine (AIIM) - Income tax/ Social contribution - gloss of goodwill deductions generated by the reverse merger of Big Jump by NAMISA

 

 3,722,888

 

  2,623,179

     

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

 

 2,165,088

 

  2,500,606

     

Notices of violation and imposition of fine - Income taxes and social contribution due to profits from foreign subsidiaries (years 2008,2010 and 2011) (1)

 

 1,891,149

 

  1,858,640

     

Tax foreclosures - ICMS - Electricity credits

 

974,479

 

920,306

     

Installment MP 470 - Insufficient impairment of tax loss and negative basis (1)

   

704,739

     

Offset of taxes that were not approved by the Federal Revenue Service - IRPJ/CSLL, PIS/COFINS e IPI

 

 1,481,382

 

  1,685,648

     

Disallowance of the ICMS credits - Transfer of iron ore

 

529,607

 

499,006

     

ICMS - Refers to the transfer of imported raw material at an amount lower than the price disclosed in the import documentation

 

294,527

 

275,233

     

Disallowance of the tax losses arising on adjustments to the SAPLI

 

516,583

 

491,862

     

Taxes - ICMS - shipment and return of goods for industrialization (2)

 

 

 

816,199

     

Assessment Notice- Income tax- Capital Gain of CFM vendors located outside

 

243,007

 

203,185

     

CFEM - Divergence on the understanding between CSN and DNPM on the calculation basis

 

311,582

 

290,249

     

Infraction Notice - ICMS - Question on sales to Incentivized Zone

 

976,438

 

170,330

     

Other tax (federal, state, and municipal) lawsuits

 

 3,625,167

 

  3,065,131

     

Social security lawsuits

 

287,823

 

278,600

     

Law suit applied by Brazilian antitrust authorities (CADE)

 

101,683

 

98,189

     

Other civil lawsuits

 

922,171

 

  1,111,944

     

Labor and social security lawsuits

 

 1,537,078

 

  1,569,712

     

Environmental process - ACP TAC / PAC - Compliance with environmental obligations (3)

   

216,878

     

Tax Enforcement Fine Volta Grande IV (4)

 

75,530

 

67,620

     

Others Enviromental lawsuits

 

144,235

 

117,858

 

 

  31,612,488

 

  30,639,075

  

Consolidated

 

 

12/31/2019

 

12/31/2018

Assessment Notice and imposition of fine (AIIM) - Income tax and social contribution - Capital gain on sale of Namisa's shares

 

12,412,964

 

11,812,071

Assessment Notice and Imposition of fine (AIIM) - Income tax and Social contribution - Disallowance of deductions of goodwill generated in the reverse incorporation of Big Jump by Namisa.

 

3,867,663

 

3,722,888

Assessment Notice and Imposition of fine (AIIM) - Income tax and Social contribution - Disallowance of interest on prepayment arising from supply contracts of iron ore and port services

 

2,249,708

 

2,165,088

Assessment Notice and imposition of fine (AIIM) - Income tax and social contribution due to profits from foreign subsidiaries for years 2008, 2010, 2011 and 2014(1)

 

2,946,288

 

1,891,149

Tax foreclosures - ICMS - Electricity credits

 

1,022,371

 

974,479

Offset of taxes that were not approved by the Federal Revenue Service - IRPJ/CSLL, PIS/COFINS and IPI

 

1,100,564

 

1,481,382

Disallowance of the ICMS credits - Transfer of iron ore

 

567,534

 

529,607

ICMS - Refers to the transfer of imported raw material at an amount lower than the price disclosed in the import documentation

 

310,349

 

294,527

Disallowance of the tax loss and negative basis of social contribution arising from the adjustments in the SAPLI

 

538,268

 

516,583

Assessment Notice- IRRF- Capital Gain of CFM vendors located abroad

 

254,850

 

243,007

CFEM – difference of understanding between CSN and DNPM on the calculation basis(2)

 

1,020,266

 

311,582

Assessment Notice- ICMS- questions about sales for incentive area

 

1,015,812

 

976,438

Other tax lawsuits (federal, state, and municipal)

 

4,478,014

 

3,625,167

Social security lawsuits

 

325,492

 

287,823

Enforcement action applied by Brazilian antitrust authorities (CADE)

 

93,212

 

101,683

Other civil lawsuits

 

1,721,753

 

922,171

Labor and social security lawsuits

 

1,565,237

 

1,537,078

Tax foreclosures – Fine – Volta Redonda IV(3)

 

84,599

 

75,530

Other environmental lawsuits

 

215,691

 

144,235

 

  

35,790,635

 

31,612,488

 

(1)The Contingency was written off as On October 15, 2019, CSN received a resultnew tax assessment requesting the payment of IRPJ / CSLL referring to profits earned by a final favorable decision by CARF, which recognized as certain the use of tax loss carryforwards usedforeign contractor, in the installment plan established by MP 470.total amount of R$1 Billion;

(2)Homologation to the Secretary On December 23, 2019, CSN Mineração received 03 (three) new Notifications of Finance and General AdvocacyLaunches demanding payment of the State of Minas Gerais with the benefits broughtdifferences in the Tax Regularization Program - "New Regularize", established by Law 22,549 / 2017.

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(3)We reclassified the contingency related to this judicial process (ACP TAC-PAC nº 0000689-17.1995.8.19.0066) to remote, due to the conclusionpayment of an agreement between CSN and the Municipality of Volta Redonda (MVR) on 12/27/2018, which will put an end to the legal dispute, through reciprocal concessions from the parties, and the MVR expressly waives the right on which the action is based and to CSN the additional investmentCFEM, in the total amount of R $ 21 million, and 30% services of environmental interest, preservation works, improvement and recovery of the quality of the environment of Volta RedondaR$689 million;

(4)(3) On April 8, 2013, INEA imposed on CSN a fine of R$ 35 million in respect of the aspects involving the Volta Grande IV condominium, determining that the actions already considered and discussed in the civil suit filed in July 2012. In connection with the application of this fine, an annulment action was distributed, in January 2014, to the 10th Civil Court of the State of Rio de Janeiro, seeking the annulment of the fine and its effects. In parallel, INEA filed a tax enforcement action in order to enforce the amount of the fine imposed. The aforementioned Tax Enforcement action was distributed in May 2014 to the 4th Volta Redonda Active Debt Registry in the State of Rio de Janeiro. Currently, said enforcement action is suspended until the judgment of the annulment action, in order to avoid conflicting decisions.

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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’s judgment and accounting practices adopted in Brazil.

 

1817    PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATIONS

 

The carrying amount of the provision for environmental liabilities and asset retirement obligation (ARO) are as follows: 

 

 

 

Consolidated

 

 

Consolidated

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Environmental liabilities

198,386

 

255,517

192,270

 

198,386

Asset retirement obligations

83,380

 

81,496

331,731

 

83,380

281,766

 

337,013

524,001

 

281,766

   

 

18.a)17.a) Environmental liabilities

 

As of December 31, 2018,2019, there is a provision recognized 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 necessary. These are Management’s best estimates based on the environmental remediation studies and projects. This provision is recognized as 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 discount rate used to calculate the provision to present value through December 31, 2018 was 10.54% in real terms. The liability recognized is periodically updated based on the general market price index (IGP-M) for the period.

Some 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.

 

 

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18.b)17.b) Asset retirement

 

Asset retirement obligations referIn 2019, the Company decided to estimated costsanticipate the discontinuity of the dams used in its mining activities and, consequently, the flow of expenses for decommissioning, retirement or restoration of areas upondeactivating the termination of activities related to mining resources. The initial measurement is recognized as a liability discounted to present value and subsequently through increasedams was anticipated in expenses over time.  The asset retirement cost equivalentrelation to the initial liability is capitalized as partplanning considering the last study. As a result, the balance of the carrying amount of the asset, being depreciated over the useful life of the asset.provision for deactivating assets was R$331,731 on December 31, 2019 (R$83,380 on December 31, 2018).

 

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.FS-67


 

1918    RELATED-PARTY BALANCES AND TRANSACTIONS

 

19.a)18.a) Transactions with holding companies

 

Vicunha Siderurgia S.A. is the Company’s main shareholder, with 49,24% of the voting shares.

 

The Company’s also controlVicunha Aços S.A. andRio Iaco Participações S.A, the latter holding a 4,22% of interest in the voting capital of the Company.

        

The corporate structure of Vicunha Aços S.A is as follows:

 

Vicunha Steel S.A. – holds 67.93% of Vicunha Aços S.A.

CFL Participações S.A. – holds 12.82% of Vicunha Aços S.A. and 40% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 19.25% of Vicunha Aços S.A. and 60% of Vicunha Steel S.A.

 

·        Liabilities


 

Companies

Proposed

Dividends

Vicunha Aços

439,913

Rio Iaco Participações S.A.

37,640

Total at 12/31/2018

477,553

Total at 12/31/2017

-

At the Annual General Meeting (AGM), held on April 26, 2019, the distribution of the mandatory minimum dividend for the year of 2018 was approved.Vicunha Aços S.A and Rio Iaco Participações S.A received, respectively, R$442,308 and R$37,879.

 

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On December 31, 2019, it was proposed to distribute, as mandatory minimum dividends, the amount of R$204,574 to the shareholder Vicunha Aços S.A and R$17,519 to Rio Iaco Participações S.A. Since the meeting of the board of directors was held on 09/18/2019, the distribution of interim dividends to the profit account recorded in the balance sheet as of June 30, 2019 was approved and Vicunha Aços S.A and Rio Iaco Participações S.A received R$203,179 and R$17,400, respectively. The remaining balance of the proposed dividends of R$1,394 for Vicunha Aços S.A and R$ 119 for Rio Iaco Participações S.A will be deliberated at the 2020 Annual General Meeting (AGM)

 

 

19.b)18.b) Transactions with subsidiaries, joint ventures, associates, exclusive funds and other related parties

 

·      By transaction

 

    

Consolidated

  

Current

Non-current

Total

  

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

             

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables(note 6)

 

  93,317

 

115,388

 

 

 

93,317

 

115,388

Dividends receivable (Note 8)

 

  46,171

 

41,528

 

 

 

46,171

 

41,528

Actuarial asset (note 8)

 

 

 

 

99,894

 

111,281

 

99,894

 

111,281

Financial investments/ investments

 

  92,332

 

  53

 

 

 

92,332

 

  53

Loans (note 8)

 

  2,675

 

2,441

 

706,605

 

554,694

 

709,280

 

557,135

Other receivables (note 8)

 

  3,649

 

3,577

 

218,840

 

30,770

 

222,489

 

34,347

  

  238,144

 

162,987

 

  1,025,339

 

696,745

 

  1,263,483

 

859,732

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Other payables (Note 14)

         

  

Accounts payable

 

  29,286

 

  799

 

96,629

 

 

125,915

 

  799

Provision for consumption and services

 

 6,213

 

2,298

 

 

 

6,213

 

2,298

Trade payables

 

  135,801

 

134,974

 

 

 

135,801

 

134,974

Actuarial liabilities

 

 

 

 

7,982

 

41,937

 

7,982

 

41,937

 

 

  171,300

 

138,071

 

104,611

 

41,937

 

275,911

 

180,008

 

 

 

 

 

 

 

 

 

 

 

 

 

By Transaction - Statement of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2018

 

12/31/2017

 

12/31/2016

 

 

 

 

 

 

P&L

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

1,278,751

 

880,145

 

878,992

 

 

 

 

 

 

Interest (note 25)

 

  64,888

 

61,549

 

60,964

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

  (1,418,282)

 

  (1,176,930)

 

  (1,099,851)

 

 

 

 

 

 

Interest (note 25)

 

(16,092)

 

 

 

(3,185)

 

 

 

 

 

 

Foreing exchange and monetary variations, net

 

 13,611

 

 

 

(18,398)

 

 

 

 

 

 

 

 

(77,124)

 

(235,236)

 

(181,478)

 

 

 

 

 

 

  

Current

Non-current

Total

  

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

             

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (note 5)

 

170,588

 

93,317

 

 

 

 

 

170,588

 

93,317

Dividends receivable (note 7)

 

44,554

 

46,171

 

 

 

 

 

44,554

 

46,171

Actuarial asset (note 7)

 

 

 

 

 

13,714

 

99,894

 

13,714

 

99,894

Financial investments

 

2,116,560

 

92,332

 

95,719

 

 

 

2,212,279

 

92,332

Loans (note 7)

 

 

 

2,675

 

846,300

 

706,605

 

846,300

 

709,280

Other receivables (note 7)

 

1,830

 

3,649

 

428,672

 

218,840

 

430,502

 

222,489

  

2,333,532

 

238,144

 

1,384,405

 

1,025,339

 

3,717,937

 

1,263,483

Liabilities

 

 

   

 

   

 

  

Borrowings and Financing

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and Financing (Note 11)

 

25,038

 

 

 

 

 

 

 

25,038

 

 

Other payables (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

    Accounts payable

 

23,566

 

29,286

 

88,021

 

96,629

 

111,587

 

125,915

    Provision for consumption and services

 

22,497

 

6,213

 

 

 

 

 

22,497

 

6,213

Trade payables

 

240,984

 

135,801

 

 

 

 

 

240,984

 

135,801

Actuarial liabilities

 

 

 

 

 

19,788

 

7,982

 

19,788

 

7,982

  

312,085

 

171,300

 

107,809

 

104,611

 

419,894

 

275,911

FS-71FS-68


 

 

12/31/2019

 

12/31/2018

 

12/31/2017

P&L

 

 

 

 

 

Revenues

 

 

 

 

 

Sales

1,122,303

 

1,278,751

 

880,145

Interest (note 24)

79,228

 

64,888

 

61,549

Expenses

 

 

 

 

 

Purchases

(1,958,958)

 

(1,418,282)

 

(1,176,930)

Interest (Note 24)

 

 

(16,092)

 

 

Foreing exchange and monetary variations, net

3,586

 

13,611

 

 

Other expenses

(150,943)

 

 

 

 

 

(904,253)

 

(77,124)

 

(235,236)

 

·     By company - Assets and Liabilities

 

 

 

Assets

 

Liabilities

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

Joint-venture and Joint-operation

 

           

 

 

 

 

 

 

 

 

 

 

 

 

Itá Energética S.A.

       

2,550

   

2,550

 

 

 

 

 

 

 

2,231

 

 

 

2,231

MRS Logística S.A.

 

46,243

   

46,243

 

101,264

 

96,629.00

 

197,893

 

44,554

 

 

 

44,554

 

142,310

 

88,021

 

230,331

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

3

   

3

 

37,362

   

37,362

 

 

 

 

 

 

 

 

 

 

 

 

Transnordestina Logística S.A (1)

 

1,611

 

925,445

 

927,056

 

13,652

   

13,652

 

797

 

1,273,098

 

1,273,895

 

19

 

 

 

19

 

47,857

 

925,445

 

973,302

 

154,828

 

96,629

 

251,457

 

45,351

 

1,273,098

 

1,318,449

 

144,560

 

88,021

 

232,581

Other related parties

 

           

 

 

 

 

 

 

 

 

 

 

 

 

CBS Previdência

   

99,894

 

99,894

   

7,982

 

7,982

 

 

 

13,714

 

13,714

 

 

 

19,788

 

19,788

Banco Fibra (2)

 

92,334

   

92,334

      

 

1,940

 

95,719

 

97,659

 

25,038

 

 

 

25,038

Usiminas

 

           

 

2,116,063

 

 

 

2,116,063

 

129,824

 

 

 

129,824

Panatlântica (3)

 

53,027

   

53,027

 

15,643

   

15,643

 

128,573

 

 

 

128,573

 

11,621

 

 

 

11,621

Ibis Participações e Serviços

 

           

 

230

 

 

 

230

 

 

 

 

 

 

Other related parties

 

2,092

   

2,092

 

829

   

829

 

1,940

 

 

 

1,940

 

1,042

 

 

 

1,042

 

147,453

 

99,894

 

247,347

 

16,472

 

7,982

 

24,454

 

2,248,746

 

109,433

 

2,358,179

 

167,525

 

19,788

 

187,313

Associates

 

           

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

42,834

   

42,834

      

 

39,435

 

1,874

 

41,309

 

 

 

 

 

 

Total at 12/31/2019

 

2,333,532

 

1,384,405

 

3,717,937

 

312,085

 

107,809

 

419,894

Total at 12/31/2018

 

238,144

 

1,025,339

 

1,263,483

 

171,300

 

104,611

 

275,911

 

238,144

 

1,025,339

 

1,263,483

 

171,300

 

104,611

 

275,911

Total at 12/31/2017

 

162,987

 

696,745

 

859,732

 

138,071

 

41,937

 

180,008

FS-69


 

·      By company - Statement of income

  

 

       

12/31/2019

  

 

 

Sales

 

Purchases

 

Financial income (expenses), net

 

Exchange rate variations, net

 

Total

     

Joint-venture and Joint-operation

 

 

 

 

 

 

 

 

 

 

Itá Energética S.A.

   

(57,285)

     

(57,285)

MRS Logística S.A.

 

  

(1,068,563)

   

(14,939)

 

(1,083,502)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

   

(231,141)

     

(231,141)

Transnordestina Logística S.A (1)

 

  

(7,294)

 

58,250

   

50,956

    

(1,364,283)

 

58,250

 

(14,939)

 

(1,320,972)

Other related parties

 

         
           

Banco Fibra(2)

 

    

20,499

 

3,586

 

24,085

Usiminas

   

(479,868)

   

(136,004)

 

(630,538)

Panatlântica(3)

 

1,043,382

 

(100,482)

     

942,900

Vicunha Aços S.A

 

202

 

(321)

     

(119)

Outras related parties

 

3,620

 

(14,004)

     

(10,384)

  

1,047,204

 

(594,675)

 

20,499

 

(132,418)

 

340,610

Associates

 

         

Arvedi Metalfer do Brasil S.A.

 

75,630

   

479

   

76,109

Total

 

1,122,834

 

(1,958,958)

 

79,228

 

(147,357)

 

(904,253)

FS-70


 

  

 

 

 

 

 

 

 

 

12/31/2018

  

Sales

 

Purchases

 

Finance income(expenses), net

 

Exchange rate variations, net

 

Total

      

Joint ventures and Joint Operation

 

 

 

 

 

 

 

 

 

 

MRS Logística S,A,

 

 

 

(1,111,695)

 

(16,092)

 

 

 

(1,127,787)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

  47

 

  (180,332)

 

 

 

 

 

  (180,285)

Transnordestina Logística S.A. (1)

 

  367

 

  (15,667)

 

50,003

 

 

 

  34,703

 

 

  414

 

(1,307,694)

 

33,911

 

 

 

(1,273,369)

Other related parties

 

 

 

 

 

 

 

 

 

 

Banco Fibra (2)

 

 

 

 

14,651

 

13,611

 

  28,262

Usiminas

 

 

 

(382)

 

 

 

 

 

(382)

Panatlântica (3)

 

  1,174,984

 

  (94,515)

 

 

 

 

 

1,080,469

Ibis Participações e Serviços

 

 

 

  (4,501)

 

 

 

 

 

  (4,501)

Other related parties

 

2,745

 

  (11,190)

 

 

 

 

  (8,445)

 

 

  1,177,729

 

  (110,588)

 

14,651

 

13,611

 

1,095,403

Associates

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S,A,

 

100,608

 

 

 

  234

 

 

 

  100,842

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operation

 

 

 

 

 

 

 

 

 

 

Cia Metalic Nordeste

 

 

 

 

 

 

 

 

 

 

Total

 

  1,278,751

 

(1,418,282)

 

48,796

 

13,611

 

  (77,124)

 

 

       

12/31/2018

 

P&L

Sales

 

Purchases

 

Financial income (expenses), net

 

Exchange rate variations, net

 

Total

    

Joint-venture and Joint-operation

         

MRS Logística S.A.

  

(1,111,695)

 

(16,092)

   

(1,127,787)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

47

 

(180,332)

     

(180,285)

Transnordestina Logística S.A(1)

367

 

(15,667)

 

50,003

   

34,703

 

414

 

(1,307,694)

 

33,911

   

(1,273,369)

Other related parties

         

Banco Fibra(2)

    

14,651

 

13,611

 

28,262

Usiminas

  

(382)

     

(382)

Panatlântica (3)

1,174,984

 

(94,515)

     

1,080,469

Ibis Participações e Serviços

  

(4,501)

     

(4,501)

Other related parties

2,745

 

(11,190)

     

(8,445)

 

1,177,729

 

(110,588)

 

14,651

 

13,611

 

1,095,403

Associates

         

Arvedi Metalfer do Brasil S.A.

100,608

   

234

   

100,842

TOTAL

1,278,751

 

(1,418,282)

 

48,796

 

13,611

 

(77,124)

 

 

FS-72FS-71


 

  

 

 

 

 

 

 

12/31/2017

  

Sales

 

Purchases

 

Financial income(expenses), net

 

Total

Joint ventures and Joint Operation

 

       

Itá Energética S.A

 

  

(32,275)

   

(32,275)

MRS Logística S.A.

 

  

(934,279)

   

(934,279)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

55

 

(150,758)

   

(150,703)

Transnordestina Logística S.A(1)

 

2,549

 

(7,916)

 

53,261

 

47,894

 

 

2,604

 

(1,125,228)

 

53,261

 

(1,069,363)

Other related parties

 

       

Fundação CSN

 

13

 

(1,118)

   

(1,105)

Banco Fibra(2)

 

    

6,290

 

6,290

Usiminas

 

  

(427)

   

(427)

Panatlântica (3)

 

872,047

 

(43,949)

   

828,098

Ibis Participações e Serviços

 

  

(5,915)

   

(5,915)

Partfib Projetos Imobiliários

 

2,821

     

2,821

Vicunha Imóveis Ltda.

 

  

(232)

   

(232)

Vicunha Serviços Ltda.

 

  

(61)

   

(61)

 

 

874,881

 

(51,702)

 

6,290

 

829,469

Associates

 

       

Arvedi Metalfer do Brasil S,A,

 

2,660

   

1,998

 

4,658

Total

 

880,145

 

(1,176,930)

 

61,549

 

(235,236)

 

 

 

 

 

 

 

 

12/31/2017

 

 

Sales

 

Purchases

 

Finance income(expenses), net

 

Total

 

 

   

Joint ventures and Joint Operation

 

 

 

 

 

 

 

 

Itá Energética S.A

 

 

 

  (32,275)

 

 

 

(32,275)

MRS Logística S.A.

 

 

 

  (934,279)

 

 

 

(934,279)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

  55

 

  (150,758)

 

 

 

(150,703)

Transnordestina Logística S.A. (1)

 

2,549

 

  (7,916)

 

53,261

 

47,894

 

 

2,604

 

(1,125,228)

 

53,261

 

  (1,069,363)

Other related parties

 

 

 

 

 

 

 

 

Fundação CSN

 

  13

 

  (1,118)

 

 

 

(1,105)

Banco Fibra (2)

 

 

 

 

 

6,290

 

6,290

Usiminas

 

 

 

(427)

 

 

 

  (427)

Panatlântica (3)

 

872,047

 

  (43,949)

 

 

 

828,098

Ibis Participações e Serviços

 

 

 

  (5,915)

 

 

 

(5,915)

Other related parties

 

2,821

 

(293)

 

 

 

2,528

 

 

874,881

 

  (51,702)

 

6,290

 

829,469

Associates

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S,A,

 

2,660

 

 

 

1,998

 

4,658

 

 

 

 

 

 

 

 

 

Discontinued Operation

 

 

 

 

 

 

 

 

Cia Metalic Nordeste

 

 

 

 

 

 

 

 

Total

 

880,145

 

(1,176,930)

 

61,549

 

(235,236)

  

 

 

 

 

 

 

 

 

12/31/2016

  

Sales

 

Purchases

 

Finance income(expenses), net

 

Foreign exchange and monetary variation, net

 

Total

      

Joint ventures and Joint Operation

 

 

 

 

 

 

 

 

 

 

Itá Energética S.A

 

 

 

(32,363)

 

 

 

 

 

(32,363)

MRS Logística S.A.

 

 

 

(903,030)

 

 

 

 

 

(903,030)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

18

 

(138,374)

 

 

 

 

 

(138,356)

Transnordestina Logística S.A. (1)

 

5,039

 

(8,505)

 

55,758

 

 

 

52,292

 

 

5,057

 

(1,082,272)

 

55,758

 

 

 

(1,021,457)

Other related parties

 

 

 

 

 

 

 

 

 

 

Fundação CSN

 

 

 

(4,045)

 

 

 

 

 

(4,045)

Banco Fibra (2)

 

 

 

 

 

(844)

 

(18,398)

 

(19,242)

Usiminas

 

17,027

 

(6,026)

 

 

 

 

 

11,001

Panatlântica (3)

 

779,503

 

 

 

 

 

 

 

779,503

Ibis Participações e Serviços

 

47

 

(7,370)

 

 

 

 

 

(7,323)

Other related parties

 

3,082

 

 

 

 

 

 

 

3,082

 

 

799,659

 

  (17,441)

 

  (844)

 

(18,398)

 

 762,976

Associates

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S,A,

 

31,026

 

 

 

2,995

 

 

 

34,021

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operation

 

 

 

 

 

 

 

 

 

 

Cia Metalic Nordeste

 

43,250

 

(138)

 

(130)

 

 

 

42,982

Total

 

878,992

 

(1,099,851)

 

57,779

 

(18,398)

 

(181,478)

 

(1)    Transnordestina Logística S.A: Assets: Refers mainly to contractsloan agreements in R$: average rate interest equivalentfrom 125% to 125.0% and 130.0%130% of the CDI. OnAs of December 31, 2018,2019, the borrowings carrying amounts totaledloans amounted to R$844,426 (R$706,605 (R$507,009 as of December 31, 2017)2018).

(2)    Banco Fibra S.A:Assets: Refers mainly to Eurobond withfrom Fibra Bank andwith maturity in februaryFebruary 2028.

(3)    Panatlântica:Receivables from the sale of steel products.

 

FS-73FS-72


 

 

19.c)18.c) Other unconsolidated related parties

 

·      CBS Previdência

 

The Company is its main sponsor, being a non-profit civil society 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.

 

·      Fundação CSN

Nowadays, the Company develops socially responsible policies concentrated in Fundação CSN, of which it is the founder. The transactions between the parties are related to the operational and financial support for Fundação CSN to conduct the social projects, developed mainly in the localities where the Company operates.

·Banco Fibra

 

Banco Fibra is under the control structure of Vicunha Aços S.A., direct controller of the Company and the financial transactions carried out with this bank are limited to movements in checking accounts and financial investments in fixed-income securities.

 

·      Taquari AssetFundação CSN

 

BelongingNowadays, the Company develops socially responsible policies concentrated in Fundação CSN, of which it is the founder. The transactions between the parties are related to the Vicunha Group, Taquari Asset isoperational and financial support for Fundação CSN to conduct the group company responsible for managing third-party funds, funds and / or portfolios.social projects, developed mainly in the localities where the Company operates.

 

 

·      CompaniesPartfib Projetos Imobiliários Ltda, Vicunha Imóveis Ltda, Vicunha Serviços Ltda, Jockey Club de São Paulo, Ibis Participações e Serviços Ltda e Ibis Agrária Ltda.

They are companies and non-profit entities under the control of a member of the Company’s management

·Ibis Participações e Serviços Ltda.

·Ibis Agrária Ltda

·Partifib Projetos Imobiliários Ltda.

·Vicunha Imóveis Ltda.

·Vicunha Serviços Ltda. who have maintained transactions with the Company.

 

 

19.d)18.d) Key management personnel

 

The key management personnel with 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, 2018.2019.

    

 

 

    

 

 

 

12/31/2018

 

12/31/2017

 

12/31/2016

 

12/31/2019

 

12/31/2018

 

12/31/2017

 

P&L

 

P&L

Short-term benefits for employees and officers

 

32,848

 

39,721

 

71,852

 

37,452

 

32,848

 

39,721

Post-employment benefits

 

105

 

110

 

306

 

109

 

105

 

110

 

32,953

 

39,831

 

72,158

 

37,561

 

32,953

 

39,831

 

18.e) GUARANTEES

The Company is liable for guarantees of its subsidiaries and joint ventures as follows:

FS-73


 

Currency

 

Maturities

 

Borrowings

Tax foreclosure

Others

Total

     

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Transnordestina Logísitca

R$

 

Up to 09/19/2056 and indefinite

 

2,428,194

 

  2,108,917

 

  37,406

 

  35,336

 

8,702

 

8,231

 

2,474,302

 

2,152,484

                    

FTL - Ferrovia Transnordestina

R$

 

Up to 04/01/2021

 

  43,118

 

  62,407

         

  43,118

 

62,407

                    

Cia Metalurgica Prada

R$

 

Indefinite

 

 

 

 

 

457

 

333

 

  235

 

  11,942

 

  692

 

12,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Energia

R$

 

Up to 11/26/2023 and indefinite

     

  3,141

 

  2,829

 

1,920

 

1,920

 

5,061

 

4,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Mineração

R$

 

Up to 12/21/2024

 

1,184,048

 

  1,407,363

 

 

 

 

 

 

 

 

 

1,184,048

 

1,407,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estanho de Rondônia

R$

 

7/15/2022

 

1,902

 

  3,153

         

1,902

 

3,153

                    

Minérios Nacional S.A.

R$

 

Up to 09/10/2021

 

4,544

 

  7,305

 

 

 

 

 

 

 

 

 

4,544

 

7,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total in R$

    

3,661,806

 

  3,589,145

 

  41,004

 

  38,498

 

10,857

 

  22,093

 

3,713,667

 

3,649,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands XI

US$

 

9/21/2019

   

  547,094

           

  547,094

                    

CSN Islands XII

US$

 

Perpetual

 

1,000,000

 

  1,000,000

 

 

 

 

 

 

 

 

 

1,000,000

 

1,000,000

                    

CSN Resources

US$

 

Up to 04/17/2026

 

1,958,603

 

  1,402,906

         

1,958,603

 

1,402,906

                    

Total in US$

 

 

 

 

2,958,603

 

  2,950,000

 

 

 

 

 

 

 

 

 

2,958,603

 

2,950,000

                    

CSN Steel S.L.

EUR

 

1/31/2020

 

  24,000

 

  48,000

 

 

 

 

 

 

 

 

 

  24,000

 

48,000

                    

Lusosider Aços Planos

EUR

 

Indefinite

   

  75,000

           

75,000

                    

Total in EUR

 

 

 

 

  24,000

 

  123,000

 

 

 

 

 

 

 

 

 

  24,000

 

  123,000

Total in R$

    

  12,033,973

 

  11,976,657

         

  12,429,826

 

11,976,657

 

 

 

 

 

  15,695,779

 

  15,565,802

 

  41,004

 

  38,498

 

10,857

 

  22,093

 

  16,143,493

 

15,626,393

 

2019    SHAREHOLDERS' EQUITY

FS-74


 

20.a)19.a) Paid-in capital

 

Fully subscribed and paid-in capital as of December 31, 20182019 and December 31, 20172018 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.

 

20.b)19.b) Authorized capital

 

The Company’s bylaws in effect as of December 31, 20182019 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

 

20.c)19.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)19.d) Ownership structure

 

As of December 31, 2018,2019, the Company’s ownership structure was as follows:

 

 

 

 

 

 

12/31/2018

 

 

 

 

 

12/31/2017

 

 

 

 

 

12/31/2019

 

 

 

 

 

12/31/2018

 

Number of common shares

 

% of total shares

 

% of voting capital

 

Number of common shares

 

% of total shares

 

% of voting capital

 

Number of common shares

 

% of total shares

 

% of voting capital

 

Number of common shares

 

% of total shares

 

% of voting capital

Vicunha Aços S.A. (*)

 

679,522,254

 

48.97%

 

49.24%

 

682,855,454

 

49.21%

 

50.32%

 

679,522,254

 

48.97%

 

49.24%

 

679,522,254

 

48.97%

 

49.24%

Rio Iaco Participações S.A. (*)

 

58,193,503

 

4.19%

 

4.22%

 

58,193,503

 

4.19%

 

4.29%

 

58,193,503

 

4.19%

 

4.22%

 

58,193,503

 

4.19%

 

4.22%

NYSE (ADRs)

 

284,152,319

 

20.48%

 

20.59%

 

303,590,364

 

21.88%

 

22.37%

 

262,206,103

 

18.90%

 

19.00%

 

284,152,319

 

20.48%

 

20.59%

Other shareholders

 

358,246,471

 

25.82%

 

25.95%

 

312,493,726

 

22.52%

 

23.02%

 

380,192,687

 

27.40%

 

27.55%

 

358,246,471

 

25.83%

 

25.95%

Total shares outstanding

 

 1,380,114,547

 

99.47%

 

100.00%

 

 1,357,133,047

 

97.81%

 

100.00%

Outstanding shares

 

 1,380,114,547

 

99.47%

 

100.00%

 

 1,380,114,547

 

99.47%

 

100.00%

Treasury shares

 

7,409,500

 

0.53%

 

 

 

30,391,000

 

2.19%

 

 

 

7,409,500

 

0.53%

 

 

 

7,409,500

 

0.53%

 

 

Total shares

 

 1,387,524,047

 

100.00%

 

 

 

 1,387,524,047

 

100.00%

 

 

 

 1,387,524,047

 

100.00%

 

 

 

 1,387,524,047

 

100.00%

 

 

FS-74


 

(*) Controlling group companies.

 

20.e)19.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:

Program

 

Board’s Authorization

 

Authorized quantity

 

Program period

 

Average buyback price

 

Minimum and maximum buyback price

 

Number bought back

 

Share cancelation

 

Disposal of shares

 

Balance in treasury

 

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

 

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

 

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

 

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

 

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)

 

 

 

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

 

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

 

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

 

 

 

 

 

 

 

 

  30,391,000

  

04/20/2018

 

30,391,000

 

From 4/20/2018 to 4/30/2018

 

Não aplicável

 

Não aplicável

 

R$ 0.00

 

R$ 0.00

 

  22,981,500

(2)

  7,409,500

(*) There were no share buyback in this program.

(1)In 2014 the Board of Directors approved the cancelation of 70,446,061 treasury shares without change in the Company’s share capital.

FS-75


(2)InOn April 2018, the Board of Directors authorized the sale of up to 30,391,000 common shares held in treasury. Untiltreasury and until the end of the program, 22,981,500 shares were sold for R$213,494. The Company. The Company recognized a profit on the sale of the shares in the amount of the amount of R$32,670.32,690 directly in equity.

Program

 

Board’s Authorization

 

Authorized quantity

 

Program period

 

Average buyback price

 

Minimum and maximum buyback price

 

Number bought back

 

Share cancelation

 

Sale of shares

 

Balance in treasury

9º (*)

 

03/31/2015

 

32,770,055

 

From 4/01/2015 to 6/30/2015

           

30,391,000

  

04/20/2018

 

30,391,000

 

From 4/20/2018 to 4/30/2018

 

Not applicable

 

Not applicable

 

 

 

 

 

22,981,500

 

7,409,500

(*) There was no share buyback in this program.

 

As of December 31, 2018,2019, the position of the treasury shares was as follows:

 

Quantity purchased (Units)

 

Amount paid for the shares

 

Share price

 

Market value of shares in 12/31/20182019 (*)

   
  

Minimum

 

Maximum

 

Average

  

                7,409,500

 

R$ 58,264

 

 R$       4.48

 

 R$ 10.07

 

 R$           7.86

 

R$ 65,500104,548

 

 

(*) Using the last shareThe average quotation on B3 S.A. - Brasil, Bolsa, Balcão as of September 30, 2018 ofDecember 31, 2019 in the amount R$ 8.8414.11 per share.

share was used.

 

20.f)19.f) Policy on investments and payment of interest on capital and dividends 

 

The Company adopts a profit distribution policy which, after compliance with the provisions in Law 6,404/76, as amended by Law 9,457/97, will entail the allocation of all the profit to the Company’s shareholders, provided that the following priorities are 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.g)19.g) Earnings/(loss) per share:

 

Basic earnings per share were calculated based on the profit/loss 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:

 

 

12/31/2018

 

12/31/2017

 

12/31/2016

 

Common Shares

(Loss) profit for the year

 

Continued operations

5,074,136

 

10,272

 

(925,186)

Discontinued operations

-

 

-

 

(9,561)

 

 5,074,136

 

 10,272

 

(934,747)

Weighted average number of shares

 1,373,250,595

 

 1,357,133,047

 

1,357,133,047

Basic and diluted EPS

               

 

 

 

 

Continued Operations

3.69498

 

                0.00757

 

(0.68172)

Discontinued Operations

-

 

-

 

(0.00704)

 

3.69498

 

0.00757

 

(0.68876)

 

12/31/2019

 

12/31/2018

 

12/31/2017

 

Common Shares

 

 

(Loss) profit for the year

1,789,067

 

            5,074,136

 

                  10,272

Weighted average number of shares

1,380,114,547

 

     1,373,250,595

 

      1,357,133,047

Basic and diluted EPS

1,29632

 

3.69498

 

0.00757

FS-75


 

 

The Company does not hold potential dilutable outstanding ordinary shares that could result in dilution of earnings per share.

 

2120    PAYMENT TO SHAREHOLDERS

 

The Company's Bylaws provide the distribution of 25% minimum dividends of adjusted net income under the law, to the shareholders. The dividends are calculated in accordance with the Company’s Bylaws and in accordance with the Brazilian Corporate Law. The following is the calculation of dividends for 2018:2019:

 

Allocation of profits

  
  

12/31/2019

Profit for the year

 

         1,789,067

Dividends and interest on equity prescribed

 

               2,209

Allocation of profits

 

         1,791,276

   

Proposed destination:

 

 

Legal reserve

5%

            (89,454)

Mandatory minimum dividends:

25%

          (424,903)

Interim dividends approved by RCA on 09/18/2019

 

         (412,659)

- Proposed dividends

 

            (12,244)

Intended for statutory reserve of working capital

 

      (1,276,919)

 

 

       (1,791,276)

   

Weighted average number of shares

 

 1,380,114,547

Dividends per share

 

          0.307875

 

 

 

In current liabilities

  

Dividends to be paid on December 31, 2018

 

           900,541

Interim dividends approved on 09/18/2019

 

            412,659

Proposed dividends

 

              12,244

Dividends and interest on equity prescribed

 

             (2,209)

 Dividends paid in the exercise

 

      (1,309,983)

Dividends to be paid on December 31, 2019

 

             13,252

At the Annual General Meeting held on April 26, 2019, the payment of the minimum mandatory dividend for the year 2018 was approved, amounting to R$898,332, corresponding to R$ 0.650910577222 per share. Dividends were paid as of May 29, 2019, without monetary adjustment, according Notice to Shareholders disclosed on May 27, 2019.

The Board of Directors' Meeting held on September 18, 2019 approved the distribution of interim dividends based on the profits earned on the balance sheet as of June 30, 2019 in the amount of R$ 412,659, corresponding to R$ 0.299003394462 per share. Dividends were paid as of September 30, 2019, without monetary adjustment, according Notice to Shareholders disclosed on the date of approval.

In accordance with the Company's Bylaws on December 31, 2019,the Company reverted to the retained earning accounts, the amount of R$ 1,874 and R$ 335, related to dividends and interest on equity prescribed, respectively, which will be submitted to the resolution of the Annual General Meeting.

 

FS-76


 

In 2019, the distributions of dividends and interest on equity were approved as follows:

 

Allocation of profits

 

12/31/2018Consolidated

Profit for the yearDividend

5,074,1361,856,297

 Absorption of deficits

(1,291,689)

Legal reserveInterest on equity

(189,122)65,020

Allocation of profits

 

3,593,3251,921,317

Proposed destination:

Mandatory minimum dividends

(898,332)

Intended for statutory reserve of working capital

(2,694,993)

In current liabilities

Dividends to be paid on December 31, 2017

2,209

Mandatory minimum dividends

898,332

Dividends to be paid on December 31, 2018

900,541

Weighted average number of shares

1,373,251

Dividends per share approved

0.65416

 

The following table shows the history of deliberateIn 2019, dividends and interest on equity were paid dividends:as follows:

 

Approval Year

 

Dividends

 

 

Payment Year

 

Dividends

2017 (*)

 

0,00

  

2017

 

0,00

 2018

 

898,332

  

2018

 

0,00

Total approved

 

898,332

  

Total paid

  
 

 Dividend

 

 Interest on equity

 

 TOTAL

Controlling shareholders

1,309,983

 

 

 

1,309,983

Non-controlling shareholders (*)

545,306

 

65,020

 

610,326

 

1,855,289

 

65,020

 

1,920,309

 

(*) There was no resolutionRefers to dividends and interest on dividend distribution during the yearequity distributed to minority shareholders of 2017.CSN Mineração.

 

2221    NET SALES REVENUE

 

Net sales revenue is comprised as follows:  

 

   

 Consolidated

   

 Consolidated

 

12/31/2018

 

12/31/2017

12/31/2016

 

12/31/2019

 

12/31/2018

12/31/2017

 

 

 

 

 

 

 

 

 

Gross revenue

 

 

 

 

 

 

 

 

 

Domestic market

 

14,752,901

 

11,487,011

10,206,195

 

         14,220,420

 

14,752,901

11,487,011

Foreign market

 

11,817,559

 

9,980,572

9,571,630

 

         14,663,297

 

11,817,559

9,980,572

 

26,570,460

 

21,467,583

19,777,825

 

         28,883,717

 

26,570,460

21,467,583

Deductions

 

   

 

 

 

 

 

Canceled sales, discounts and rebates

 

(234,851)

 

(262,989)

(190,415)

 

           (325,794)

 

(234,851)

(262,989)

Taxes on sales

 

(3,366,724)

 

(2,679,993)

(2,438,461)

 

         (3,121,506)

 

(3,366,724)

(2,679,993)

 

(3,601,575)

 

(2,942,982)

(2,628,876)

 

         (3,447,300)

 

(3,601,575)

(2,942,982)

Net revenue

 

22,968,885

 

18,524,601

17,148,949

 

         25,436,417

 

22,968,885

18,524,601

 

 

22   EXPENSES BY NATURE

 

 

Consolidated 

  

12/31/2019

 

12/31/2018

12/31/2017

Raw materials and inputs

 

(7,287,933)

 

(6,759,275)

(5,404,801)

Labor cost

 

(2,807,280)

 

(2,743,460)

(2,400,579)

Supplies

 

(1,981,547)

 

(1,782,576)

(1,451,437)

Maintenance cost (services and materials)

 

(1,340,135)

 

(1,326,894)

(1,145,974)

Outsourcing services

 

(2,392,626)

 

(2,368,387)

(2,040,057)

Freights

 

(334,509)

 

(109,756)

(106,026)

Distribution Freights

 

(1,787,979)

 

(1,692,785)

(1,278,356)

Depreciation, Amortization and depletion(Note 10 and 11) (Note 26)

(1,421,704)

 

(1.175.107)

(1,408,765)

Others

 

(763,421)

 

(905,128)

(591,094)

  

(20,117,134)

 

(18,863,368)

(15,827,089)

Classified as:

 

 

 

 

 

Cost of sales

 

(17,263,264)

 

(16,105,657)

(13,596,141)

Selling expenses

 

(2,342,805)

 

(2,263,688)

(1,815,107)

General and administrative expenses

 

(511,065)

 

(494,023)

(415,841)

 

 

(20,117,134)

 

(18,863,368)

(15,827,089)

FS-77


 

23   EXPENSES BY NATURE

 

Consolidated 

  

12/31/2018

 

12/31/2017

12/31/2016

Raw materials and inputs

 

(6,759,275)

 

(5,404,801)

(4,518,718)

Labor cost

 

(2,743,460)

 

(2,400,579)

(2,482,111)

Supplies

 

(1,782,576)

 

(1,451,437)

(1,384,437)

Maintenance cost (services and materials)

 

(1,326,894)

 

(1,145,974)

(1,203,294)

Outsourcing services

 

(2,368,387)

 

(2,062,352)

(2,228,786)

Freights

 

(1,802,541)

 

(1,362,087)

(1,263,734)

Depreciation, Amortization and depletion (Note 10 and 11) (Note 26)

(1.175.107)

 

(1,408,765)

(1,278,816)

Others

 

(905,128)

 

(591,094)

(495,274)

  

(18,863,368)

 

(15,827,089)

(14,855,170)

Classified as:

 

   

 

Cost of sales

 

(16,105,657)

 

(13,596,141)

(12,640,042)

Selling expenses

 

(2,263,688)

 

(1,815,107)

(1,696,896)

General and administrative expenses

 

(494,023)

 

(415,841)

(518,232)

 

 

(18,863,368)

 

(15,827,089)

(14,855,170)

      

 

The depreciation, amortization and depletion additions for the year were distributed as follows:

 

Consolidated

ConsColi Consolidated

12/31/2018

 

12/31/2017

 

12/31/2016

12/31/2019

 

12/31/2018

 

12/31/2017

 

 

 

 

 

 

 

 

 

 

Production costs(1)

1,145,793

 

1,376,862

 

1,241,425

1,385,306

 

1,145,793

 

1,376,862

Sales expenses

5,850

 

8,851

 

9,163

11,539

 

5,850

 

8,851

General and Administrative Expenses

23,464

 

23,052

 

28,228

24,859

 

23,464

 

23,052

1,175,107

 

1,408,765

 

1,278,816

1,421,704

 

1,175,107

 

1,408,765

Other operating expenses (*)

97,914

 

44,570

 

43,681

Other operating expenses(2)

97,627

 

97,914

 

44,570

1,273,021

 

1,453,335

 

1,322,497

1,519,331

 

1,273,021

 

1,453,335

 

(*(1)The Production Cost includes depreciation related to PIS and COFINS credits on Lease contracts, in line with the guidelines set out in Circular Letter CVM / SNC / SEP 02/2019;

(2)Refers mainly to the depreciation and amortization of paralyzed assets seeas described in note 24.23.

FS-78


 

2423 OTHER OPERATING INCOME (EXPENSES)

 

 

 Consolidated

 

Consolidated

 

12/31/2018

 

12/31/2017

 

12/31/2016

 

12/31/2019

 

12/31/2018

 

12/31/2017

  

Other operating income

 

 

 

 

 

 

 

 

 

 

 

 

Indemnities

 

46,256

 

6,106

 

26,871

 

56,180

 

46,256

 

6,106

Rentals and leases

 

5,430

 

1,841

 

1,483

 

9,462

 

5,430

 

1,841

Dividends received

 

9,188

 

3,248

 

567

 

32,747

 

9,188

 

3,248

PIS and COFINS to compensate (1)

 

1,102,365

 

 

 

 

 

123,677

 

1,102,365

 

 

Extemporaneous PIS/COFINS credits

 

 

 

 

 

203,504

Contractual fines

 

3,965

 

2,970

 

2,501

 

4,486

 

3,965

 

2,970

Gain on business combination

 

 

 

 

 

66,496

Actuarial pension plan

 

20,983

 

36,952

 

48,790

 

47,151

 

20,983

 

36,952

Gain ons sale of assets held for sale

 

 

 

 

 

252,023

Updated shares – Fair Value through profit or loss (VJR) (Note 13)

 

1,655,813

 

 

 

 

Eletrobrás's compulsory loan (3)

 

 

 

755,151

 

 

Gain on sale of LLC (note 3)

 

1,164,294

 

 

 

 

Debts write off - intragroup

 

 

 

 

 

 

Updated shares – Fair Value through profit or loss (VJR) (Note 12II)

 

 

 

1,655,813

 

 

Contractual agreement(2)

 

131,817

 

 

 

 

Eletrobrás's compulsory loan(4)

 

 

 

 

 

755,151

Gain on sale of LLC

 

 

 

1,164,294

 

 

Other revenues

 

27,749

 

18,018

 

61,274

 

98,250

 

27,749

 

18,018

 

4,036,043

 

824,286

 

663,509

 

503,770

 

4,036,043

 

824,286

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Taxes and fees

 

(26,197)

 

(136,348)

 

(88,249)

 

(95,873)

 

(26,197)

 

(136,348)

Write-off/(Provision) of judicial deposits

 

(54,330)

 

(38,258)

 

(64,886)

 

(19,685)

 

(113,549)

 

(134,002)

Expenses with environmental liabilities, net

 

(60,311)

(7,156)

 

(5,023)

 

(82,669)

(60,311)

 

(7,156)

Expenses from tax, social security, labor, civil and environmental lawsuits, net

(59,219)

 

(95,744)

(151,534)

Contractual fines (2)

(104,086)

 

 

(16,624)

Depreciation of equipment paralyzed and amortization of intangible assets (note 23)

 

(97,914)

 

(44,570)

 

(43,681)

Write- off of PP&E and intangible assets (notes 10 and 11)

 

(27,260)

 

(28,127)

 

(88,339)

Contractual fines

Contractual fines

(106,926)

 

(104,086)

 

Depreciation of equipment paralyzed and amortization of intangible assets (note 22)

 

(97,627)

 

(97,914)

 

(44,570)

Write- off of PP&E and intangible assets (note 9)

 

(114,603)

 

(27,260)

 

(28,127)

Estimated (Loss)/reversal in inventories

 

(149,704)

 

(15,775)

 

(29,316)

 

(136,827)

 

(149,704)

 

(15,775)

Idleness in stocks and paralyzed equipment(3)

 

(546,968)

 

 

 

 

Studies and project engineering expenses

 

(33,738)

 

(32,956)

 

(31,156)

 

(26,171)

 

(33,738)

 

(32,956)

Research and development expenses

 

(2,688)

 

                  (3,944)

 

(2,269)

 

(1,741)

 

(2,688)

 

                  (3,944)

Advisory expenses

 

(508)

 

                  (3,419)

 

(20,865)

 

 

 

(508)

 

                  (3,419)

Healthcare plan expenses

 

(108,369)

 

                (97,837)

 

(80,489)

 

(119,560)

 

(108,369)

 

                (97,837)

Reversal/(Provision) industrial reestructuring

 

(17,490)

 

                    5,807

 

96,390

 

 

 

(17,490)

 

                    5,807

Cash flow hedge realized (Note 13 b)

 

(370,191)

 

                (92,140)

 

(77,444)

Impairment of fair value of Transnordestina

 

 

 

 

 

(387,989)

Cash flow hedge realized (Note 12 b)

 

(790,353)

 

(370,191)

 

                (92,140)

Updated shares – Fair value through profit or loss (Note 12II)

 

(118,780)

 

 

 

 

Other expenses

 

(218,701)

 

(56,477)

 

(85,256)

 

(149,068)

 

(218,701)

 

(56,477)

 

(1,330,706)

 

(646,944)

 

(1,076,730)

 

(2,406,851)

 

(1,330,706)

 

(646,944)

Other operating income (expenses), net

 

2,705,337

 

177,342

 

(413,221)

 

(1,903,081)

 

2,705,337

 

177,342

      

(1)    Refers to non-inclusion of ICMS in the PIS and COFINS calculation basis, see note nº8.basis.

(2)    In 2018, refersReferring to the contractual amendment with the jointly-owned subsidiary MRS,agreement signed for the revisionsupply of the “Anual Transportation Plan”.new equipment;

(3)Idleness in stocks: Due to the reforms in blast furnace 3, there was unused capacity in which the volume of production was below normal. 

(4)    This is a net amount, certain and due, arising from the final judicial decision favorable to the Company, which is irreversible and irrevocable, in order to apply the STJ's consolidated position on the subject, which culminated in sentencing the Eletrobrás to the payment of the correct interest and monetary correction of the Compulsory Loan. The final judicial decision, as well as the certainty about the amounts involved in the settlement of the judgment (judicial procedure to request the satisfaction of the right), allowed the conclusion that the right to receive this value is certain. Thus, in line with our legal and accounting advisors, we recognize the credits in noncurrent assets against the result of Other Operating Revenues. The monetary adjustment of 2018 is presented in the note 25 - Financial Income (Expenses).

FS-79FS-78


 

 

2524   FINANCIAL INCOME (EXPENSES)

 

 

 

 

Consolidated

 

 

 

Consolidated

 

12/31/2018

 

12/31/2017

 

12/31/2016

 

12/31/2019

 

12/31/2018

 

12/31/2017

    

 

 

    

 

 

Financial income

 

 

 

 

 

 

 

 

 

 

 

 

Related parties (note 19 b)

 

64,888

 

61,549

 

60,964

Related parties (note 18 b)

 

79,228

 

64,888

 

61,549

Income from financial investments

 

111,235

 

162,292

 

301,401

 

93,471

 

111,235

 

162,292

Gain from derivative

   

28,503

 

5,829

 

 

 

 

 

28,503

Gain on repurchase of debt securities

 

 

 

 

 

146,214

Other income (1)

 

1,134,391

 

42,730

 

129,182

 

206,343

 

1,134,391

 

42,730

 

1,310,514

 

295,074

 

643,590

 

379,042

 

1,310,514

 

295,074

Financial expenses

 

   

 

 

 

   

 

 

Borrowings and financing - foreign currency

 

(988,821)

 

(827,841)

 

(930,508)

 

(1,128,520)

 

(988,821)

 

(827,841)

Borrowings and financing - local currency

 

(1,020,867)

 

(1,610,714)

 

(2,229,849)

 

(867,785)

 

(1,020,867)

 

(1,610,714)

Related parties (note 19 b)

 

(16,092)

  

 

(3,185)

Capitalized interest (notes 10 and 30)

 

71,611

 

91,957

 

215,794

Losses on derivatives

 

 

 

 

 

(362)

Related parties

 

 

 

(16,092)

 

 

Leases

 

(49,118)

 

 

 

 

Capitalized interest (notes 9 and 29)

 

117,189

 

71,611

 

91,957

Interest, fines and late payment charges

 

(71,100)

 

(72,343)

 

(38,002)

 

(104,357)

 

(71,100)

 

(72,343)

Commission and bank fees

 

(182,179)

 

(159,088)

 

(155,249)

 

(217,784)

 

(182,179)

 

(159,088)

PIS/COFINS over financial income

 

(84,404)

 

(21,926)

 

(39,154)

 

(25,176)

 

(84,404)

 

(21,926)

Insuranre garantee

 

(29,191)

 

 

 

 

Other financial expenses

 

19,614

 

(142,296)

 

(102,450)

 

(258,049)

 

19,614

 

(142,296)

 

(2,272,238)

 

(2,742,251)

 

(3,282,965)

 

(2,562,791)

 

(2,272,238)

 

(2,742,251)

Inflation adjustment and exchange differences, net

 

   

 

 

 

   

 

 

Inflation adjustments, net

 

(1,035)

 

(10,556)

 

7,865

 

85,451

 

(1,035)

 

(10,556)

Exchange rates, net

 

(532,883)

 

(5,665)

 

921,310

 

(37,872)

 

(532,883)

 

(5,665)

Exchange gain (losses) on derivatives

 

(1)

 

(229)

 

(812,227)

 

4,986

 

(1)

 

(229)

 

(533,919)

 

(16,450)

 

116,948

 

52,565

 

(533,919)

 

(16,450)

 

   

 

 

 

 

 

 

 

 

Financial income (expenses), net

 

(1,495,643)

 

(2,463,627)

 

(2,522,427)

 

(2,131,184)

 

(1,495,643)

 

(2,463,627)

 

   

 

 

 

   

 

 

Statement of gains and (losses) on derivative transactions

 

   

 

 

 

   

 

 

Future Dollar

 

 

 

 

 

(805,760)

Dollar - to - euro swap

 

(1)

 

(229)

 

(6,467)

 

783

 

(1)

 

(229)

CDI x Dollar swap (note 12)

 

4,203

 

 

 

 

 

(1)

 

(229)

 

(812,227)

 

4,203

 

(1)

 

(229)

 

 

 

 

 

 

Swap Pré x CDI

 

 

 

 

 

(299)

Swap CDI x Pré

 

 

 

 

 

(63)

Future DI

 

  

28,503

 

5,829

 

 

 

 

 

28,503

 

  

28,503

 

5,467

 

 

 

 

 

28,503

 

(1)

 

28,274

 

(806,760)

 

4,986

 

(1)

 

28,274

 

 

 

 

 

 

(1)   Refers mainly to the monetary adjustment of the recognition of the non-inclusion of ICMS in the PIS and COFINS calculation basis of prior years in the amount of R$160,609 as of December 31,2019 (R$1,106,097 see note 8.as of December 31,2018).

FS-79


 


 

2625   SEGMENT INFORMATION

 

According to the Group´s structure, the businesses are distributed and managed in five operating segments as follows:

 

·          Steel

 

The Steel Segment consolidates all the operations related to the production, distribution and sale of flat steel, long steel, metallic containers and galvanized steel, with operations in Brazil, United States, Portugal and Germany. The Segment supplies the following markets: construction, steel containers for the Brazilian chemical and food industries, home appliances, automobile and OEM (motors and compressors). The Company’s steel units produce hot and cold rolled steel, galvanized and pre-painted steel of great durability. They also produce tinplate, a raw material used to produce metallic containers.

 

Overseas, Lusosider, which is based in Portugal, produces cold rolled steel and galvanized steel. CSN LLC in the U.S.A. meets local market needs, import and export of steel products.  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.

FS-80


 

In January 2014 the production of long steel products started in Brazil and consolidates the company as a source of complete construction solutions, complementing its portfolio of products with high value added in the steel chain.

 

 

·         Mining

 

This segment encompasses the activities of iron ore and tin mining.

 

 The high qualityhigh-quality iron ore operations are located in the Iron Quadrilateral in Minas Gerais, which has its own mines and sells third party iron ore.

FS-80


 

At the end of 2015, CSN and 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 of the Group activities from December 2015. In this context, the new company, currently named CSN Mineração S.A., holds the TECAR arraignment, the Casa de Pedra mine and all the shares of Namisa, which was incorporated on December 31, 2015. CSN still owns 100% of Minérios Nacional which includes the mines of Fernandinho (operational), Cayman and Pedras Pretas (mineral resources), all located in Minas Gerais.

 

Moreover, CSN controls the Estanho de Rondônia S.A., company with mining units and tin casting, in the state of Rondonia.

 

·         Logistics

 

i. Railroad

 

CSN has equity interests in three railroad companies: MRS Logística, which manages the former Southeast Network of Rede Ferroviária Federal S.A. (RFFSA), Transnordestina Logística S.A. and FTL - Ferrovia Transnordestina Logística S.A., which has the concession to operate the former Northeast Network 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 fundamental 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 as well as part of the steel produced by CSN for the domestic market and for 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, in the southeast region, linking the mines located in Minas Gerais to the ports located in São Paulo and Rio de Janeiro, and the steel mills of CSN, Companhia Siderúrgica Paulista, or Cosipa, and Gerdau Açominas.  Besides serving other customers, the railroad system carries iron ore from the Company’s mines in Casa de Pedra, Minas Gerais, and coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, and carries CSN’s export products to the ports of Itaguaí and Rio de Janeiro.

 

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 and Propriá–Jorge Lins (Network I); and ii) Network II, which comprises the sections of Missão Velha–Salgueiro, Salgueiro–Trindade,Salgueiro, Salgueiro –Trindade, Trindade– Eliseu Martins, Salgueiro–Porto de Suape and Missão Velha–Porto de Pecém sections.m.

 

The Network links up withIn addition, it connects to the main ports in the region, thereby offering an important competitive advantage by means ofthrough opportunities for combined transportationtransport solutions and logistics projects tailored to customer needs.

 

FS-81


 

II. Port Logistics

 

The Port Logistics Segment consolidates the operation of the terminal built in the privatization period after the law of modernization of the ports (law 8.630/1993) that permits to transfer the port logistics activities to the private sector. The Sepetiba terminal features complete infrastructure to meet all the needs of exporters, importers and ship owners. Its installed capacity exceeds that of most other Brazilian terminals. It has 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.

FS-81


·      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 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 power plant, Minas Gerais, with rated capacity of 210 MW, in which CSN holds 17.9% of the capital; and a thermoelectric co-generation Central unit with rated capacity of 238 MW, which has been operating at the UPV since 1999, that uses the residual gases produced by the steel mill itself.

 

·      Cement

 

The cement division consolidates the cement production, distribution and sale operations, which use the slag produced by the Volta Redonda plant’s blast furnaces.

 

In the second half of 2016, theThe Company started the operation of a newproduces clinker furnace in Arcos/MG, where the Company already operates a clinker furnace using its limestone of a company-ownedfrom own mine and also two cement mills in additions to the mills that already operate in Volta Redonda/RJ.

 

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.

 

 

·      Result by segment

 

Beginning 2013, the Company no longer proportionately consolidates joint ventures MRS and CBSI. For segment information preparation and presentation purposes, Management decided to maintain the proportionate consolidation of the joint ventures, as historically presented. For consolidated profit reconciliation purposes, the amounts of these companies were eliminated in the column “Corporate expenses/elimination”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2019

P&L

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

   

Port

 

Railroads

    

Metric tons (thou.) (*)

 

  4,524,805

 

38,545,067

 

 

 

 

 

 

 

 

 

(3,258,923)

 

 

Net revenues

                

Domestic market

 

10,027,999

 

926,836

 

240,451

 

  1,321,355

 

  325,343

 

  570,805

 

(2,462,088)

 

10,950,701

Foreign market

 

  3,921,033

 

 9,100,813

         

1,463,870

 

14,485,716

Total net revenue (note 21)

 

13,949,032

 

10,027,649

 

240,451

 

  1,321,355

 

  325,343

 

  570,805

 

  (998,218)

 

25,436,417

Cost of sales and services

 

 (12,962,861)

 

  (4,396,247)

 

(173,344)

 

  (1,030,210)

 

  (266,754)

 

  (607,719)

 

2,173,871

 

(17,263,264)

Gross profit

 

986,171

 

  5,631,402

 

67,107

 

291,145

 

  58,589

 

(36,914)

 

1,175,653

 

8,173,153

General and administrative expenses

 

(834,977)

 

(186,189)

 

  (34,560)

 

(109,770)

 

(29,034)

 

(91,466)

 

(1,567,874)

 

  (2,853,870)

Depreciation (note 22)

 

700,074

 

476,374

 

30,568

 

387,565

 

  17,471

 

  139,667

 

  (330,015)

 

1,421,704

Proportionate EBITDA of joint ventures

             

 510,072

 

510,072

Adjusted EBITDA

 

851,268

 

  5,921,587

 

63,115

 

568,940

 

  47,026

 

  11,287

 

  (212,164)

 

7,251,059

                 

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

  2,980

 

  6,742,946

 

 

 

 

 

 

 

 

 

1,463,870

 

8,209,796

North America

 

767,977

             

767,977

Latin America

 

169,036

 

 

 

 

 

 

 

 

 

 

 

 

 

169,036

Europe

 

  2,978,994

 

  2,357,867

           

5,336,861

Others

 

  2,046

 

 

 

 

 

 

 

 

 

 

 

 

 

2,046

Foreign market

 

  3,921,033

 

  9,100,813

 

 

 

 

 

 

 

1,463,870

 

14,485,716

Domestic market

 

10,027,999

 

926,836

 

240,451

 

  1,321,355

 

  325,343

 

  570,805

 

(2,462,088)

 

10,950,701

Total

 

13,949,032

 

10,027,649

 

240,451

 

  1,321,355

 

 325,343

 

  570,805

 

  (998,218)

 

25,436,417

FS-82


 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2018

P&L

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

   

Port

 

Railroads

    

Metric tons (thou.) (*)

 

  5,068,758

 

34,780,756

 

 

 

 

 

 

 

 

 

(4,961,345)

 

 

Net revenues

               

Domestic market

 

10,328,372

 

972,360

 

266,378

 

  1,506,114

 

  410,606

 

  588,230

 

(2,718,623)

 

11,353,437

Foreign market

 

  5,305,771

 

  5,012,421

         

1,297,256

 

11,615,448

Total net revenue (note 21)

 

15,634,143

 

  5,984,781

 

266,378

 

  1,506,114

 

  410,606

 

  588,230

 

(1,421,367)

 

22,968,885

Cost of sales and services

 

 (12,613,216)

 

  (3,585,691)

 

(189,999)

 

  (1,049,071)

 

  (286,734)

 

  (544,266)

 

2,163,320

 

(16,105,657)

Gross profit

 

  3,020,927

 

  2,399,090

 

76,379

 

457,043

 

  123,872

 

  43,964

 

  741,953

 

6,863,228

General and administrative expenses

 

(984,980)

 

(144,754)

 

  (35,423)

 

(106,412)

 

(27,948)

 

(95,893)

 

(1,362,301)

 

  (2,757,711)

Depreciation (note 22)

 

609,274

 

366,547

 

20,368

 

258,985

 

  17,285

 

  115,411

 

  (212,763)

 

1,175,107

Proportionate EBITDA of joint ventures

             

 568,045

 

568,045

Adjusted EBITDA

 

  2,645,221

 

  2,620,883

 

61,324

 

609,616

 

  113,209

 

  63,482

 

  (265,066)

 

5,848,669

                 

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

40,681

 

 4,422,377

 

 

 

 

 

 

 

 

 

1,297,256

 

5,760,314

North America

 

  1,506,041

             

1,506,041

Latin America

 

369,830

 

 

 

 

 

 

 

 

 

 

 

 

 

369,830

Europe

 

  3,330,991

 

590,044

           

3,921,035

Others

 

58,228

 

 

 

 

 

 

 

 

 

 

 

 

 

58,228

Foreign market

 

  5,305,771

 

  5,012,421

 

 

 

 

 

 

 

1,297,256

 

11,615,448

Domestic market

 

10,328,372

 

972,360

 

266,378

 

  1,506,114

 

  410,606

 

  588,230

 

(2,718,623)

 

11,353,437

Total

 

15,634,143

 

  5,984,781

 

266,378

 

  1,506,114

 

 410,606

 

  588,230

 

(1,421,367)

 

22,968,885

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2017

P&L

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

 

Port

 

Railroads

  

Metric tons (thou.) (*) (unaudited)

 

  5,068,758

 

  34,780,756

 

 

 

 

 

  (4,961,345)

 

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

 

Port

 

Railroads

  

Metric tons (thou.) (*)

 

  4,921,719

 

32,576,843

 

 

 

 

 

 

 

(5,359,571)

 

Net revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic market

 

  10,328,372

 

972,360

 

266,378

 

  1,506,114

 

410,606

 

588,230

 

  (2,718,623)

 

  11,353,437

 

  7,818,552

 

829,268

 

238,240

 

  1,416,612

 

  407,671

 

  487,129

 

(2,491,006)

 

8,706,466

Foreign market

 

  5,305,771

 

  5,012,421

 

 

 

 

 

  1,297,256

 

  11,615,448

 

  5,140,471

 

  3,791,703

 

 

 

 

 

 

 

  885,961

 

9,818,135

Total net revenue (note 22)

 

  15,634,143

 

  5,984,781

 

266,378

 

  1,506,114

 

410,606

 

588,230

 

  (1,421,367)

 

  22,968,885

Total net revenue (note 21)

 

12,959,023

 

  4,620,971

 

238,240

 

  1,416,612

 

  407,671

 

  487,129

 

(1,605,045)

 

18,524,601

Cost of sales and services

 

 (12,613,216)

 

  (3,585,691)

 

(189,999)

 

  (1,049,071)

 

(286,734)

 

(544,266)

 

  2,163,320

 

  (16,105,657)

 

 (10,537,547)

 

  (3,005,840)

 

(156,997)

 

  (1,024,696)

 

  (285,085)

 

  (512,762)

 

1,926,786

 

(13,596,141)

Gross profit

 

  3,020,927

 

  2,399,090

 

76,379

 

457,043

 

123,872

 

43,964

 

741,953

 

  6,863,228

 

  2,421,476

 

  1,615,131

 

81,243

 

391,916

 

  122,586

 

(25,633)

 

  321,741

 

4,928,460

General and administrative expenses

 

(984,980)

 

(144,754)

 

(35,423)

 

(106,412)

 

(27,948)

 

(95,893)

 

  (1,362,301)

 

  (2,757,711)

 

(963,822)

 

(158,958)

 

  (27,943)

 

  (94,921)

 

(27,098)

 

(80,823)

 

  (877,383)

 

  (2,230,948)

Depreciation (note 23)

 

609,274

 

366,547

 

20,368

 

258,985

 

17,285

 

115,411

 

(212,763)

 

  1,175,107

Depreciation (note 22)

 

658,587

 

490,805

 

15,752

 

294,571

 

  17,265

 

  121,801

 

  (190,016)

 

1,408,765

Proportionate EBITDA of joint ventures

 

 

 

 

 

 

 

568,045

 

568,045

 

 

 

 

 

 

 

 

 

 538,170

 

538,170

Adjusted EBITDA

 

  2,645,221

 

  2,620,883

 

61,324

 

609,616

 

113,209

 

63,482

 

(265,066)

 

  5,848,669

 

  2,116,241

 

  1,946,978

 

69,052

 

591,566

 

  112,753

 

  15,345

 

  (207,488)

 

4,644,447

                                

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

40,681

 

  4,422,377

 

 

 

 

 

  1,297,256

 

  5,760,314

 

23,364

 

 3,592,226

 

 

 

 

 

 

 

  885,961

 

4,501,551

North America

 

  1,506,041

 

 

 

 

 

 

 

  1,506,041

 

  2,009,337

 

 

 

 

 

 

 

 

 

 

2,009,337

Latin America

 

369,830

 

 

 

 

 

 

 

369,830

 

506,951

 

 

 

 

 

 

 

 

 

 

506,951

Europe

 

  3,330,991

 

590,044

 

 

 

 

 

 

  3,921,035

 

  2,564,823

 

197,701

 

 

 

 

 

 

 

 

 

2,762,524

Others

 

58,228

 

 

 

 

 

 

 

58,228

 

35,996

 

  1,776

 

 

 

 

 

 

 

 

 

37,772

Foreign market

 

  5,305,771

 

  5,012,421

 

 

 

 

 

  1,297,256

 

  11,615,448

 

  5,140,471

 

  3,791,703

 

 

 

 

 

 

 

  885,961

 

9,818,135

Domestic market

 

  10,328,372

 

972,360

 

266,378

 

  1,506,114

 

410,606

 

588,230

 

  (2,718,623)

 

  11,353,437

 

  7,818,552

 

829,268

 

238,240

 

  1,416,612

 

  407,671

 

  487,129

 

(2,491,006)

 

8,706,466

Total

 

  15,634,143

 

  5,984,781

 

266,378

 

 1,506,114

 

410,606

 

588,230

 

  (1,421,367)

 

  22,968,885

 

12,959,023

 

  4,620,971

 

238,240

 

  1,416,612

 

  407,671

 

  487,129

 

(1,605,045)

 

18,524,601

                
                
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2017

P&L

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

 

Port

 

Railroads

  

Metric tons (thou.) (*) (unaudited)

 

  4,921,719

 

  32,576,843

 

 

 

 

 

  (5,359,571)

 

Net revenues

 

 

 

 

 

 

 

 

Domestic market

 

  7,818,552

 

829,268

 

238,240

 

  1,416,612

 

407,671

 

487,129

 

  (2,491,006)

 

  8,706,466

Foreign market

 

  5,140,471

 

  3,791,703

 

 

 

 

 

885,961

 

  9,818,135

Total net revenue (note 22)

 

  12,959,023

 

  4,620,971

 

238,240

 

  1,416,612

 

407,671

 

487,129

 

  (1,605,045)

 

  18,524,601

Cost of sales and services

 

 (10,537,547)

 

  (3,005,840)

 

(156,997)

 

  (1,024,696)

 

(285,085)

 

(512,762)

 

  1,926,786

 

  (13,596,141)

Gross profit

 

  2,421,476

 

  1,615,131

 

81,243

 

391,916

 

122,586

 

(25,633)

 

321,741

 

  4,928,460

General and administrative expenses

 

(963,822)

 

(158,958)

 

(27,943)

 

(94,921)

 

(27,098)

 

(80,823)

 

(877,383)

 

  (2,230,948)

Depreciation (note 23)

 

658,587

 

490,805

 

15,752

 

294,571

 

17,265

 

121,801

 

(190,016)

 

  1,408,765

Proportionate EBITDA of joint ventures

 

 

 

 

 

 

 

538,170

 

538,170

Adjusted EBITDA

 

  2,116,241

 

  1,946,978

 

69,052

 

591,566

 

112,753

 

15,345

 

(207,488)

 

  4,644,447

                

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

23,364

 

  3,592,226

 

 

 

 

 

885,961

 

  4,501,551

North America

 

  2,009,337

 

 

 

 

 

 

 

  2,009,337

Latin America

 

506,951

 

 

 

 

 

 

 

506,951

Europe

 

  2,564,823

 

197,701

 

 

 

 

 

 

  2,762,524

Others

 

35,996

 

1,776

 

 

 

 

 

 

37,772

Foreign market

 

  5,140,471

 

  3,791,703

 

 

 

 

 

885,961

 

  9,818,135

Domestic market

 

  7,818,552

 

829,268

 

238,240

 

  1,416,612

 

407,671

 

487,129

 

  (2,491,006)

 

  8,706,466

Total

 

  12,959,023

 

  4,620,971

 

238,240

 

  1,416,612

 

407,671

 

487,129

 

  (1,605,045)

 

  18,524,601

                
                
                
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2016

P&L

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/elimination

 

Consolidated

 

Port

 

Railroads

  

Metric tons (Thou) (*) (unaudited)

 

  4,857,174

 

  36,983,297

 

 

 

 

 

 

  (4,062,774)

 

Net revenues

 

 

 

 

 

 

 

 

Domestic market

 

  6,980,087

 

542,028

 

207,722

 

  1,319,907

 

269,095

 

490,608

 

  (2,079,534)

 

  7,729,913

Foreign market

 

  4,535,821

 

  4,039,875

 

 

 

 

 

843,340

 

  9,419,036

Total Net Revenue (note 22)

 

  11,515,908

 

  4,581,903

 

207,722

 

  1,319,907

 

269,095

 

490,608

 

  (1,236,194)

 

  17,148,949

Cost of sales and services

 

 (9,393,237)

 

  (3,099,236)

 

(141,542)

 

(914,361)

 

(195,994)

 

(467,373)

 

  1,571,701

 

  (12,640,042)

Gross profit

 

  2,122,671

 

  1,482,667

 

66,180

 

405,546

 

73,101

 

23,235

 

335,507

 

  4,508,907

General and administrative expenses

 

(914,927)

 

(185,149)

 

(25,180)

 

(83,020)

 

(25,196)

 

(74,528)

 

(907,128)

 

  (2,215,128)

Depreciation (note 23)

 

679,074

 

461,287

 

13,430

 

227,792

 

17,140

 

73,030

 

(192,937)

 

  1,278,816

Proportionate EBITDA of joint ventures

 

 

 

 

 

 

 

502,345

 

502,345

Adjusted EBITDA

 

  1,886,818

 

  1,758,805

 

54,430

 

550,318

 

65,045

 

21,737

 

(262,213)

 

  4,074,940

                

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

30,815

 

  3,519,713

 

 

 

 

 

843,340

 

  4,393,868

North America

 

  1,891,865

 

 

 

 

 

 

 

  1,891,865

Latin America

 

259,640

 

 

 

 

 

 

 

259,640

Europe

 

  2,324,580

 

434,378

 

 

 

 

 

 

  2,758,958

Others

 

28,921

 

85,784

 

 

 

 

 

 

114,705

Foreign market

 

  4,535,821

 

  4,039,875

 

 

 

 

 

843,340

 

  9,419,036

Domestic market

 

  6,980,087

 

542,028

 

207,722

 

  1,319,907

 

269,095

 

490,608

 

  (2,079,534)

 

  7,729,913

Total

 

  11,515,908

 

  4,581,903

 

207,722

 

  1,319,907

 

269,095

 

490,608

 

  (1,236,194)

 

  17,148,949

(*) The ore sales volumes presented in this note take into consideration Company sales and the interest in its subsidiaries and joint ventures.

 

·        Adjusted EBITDA

FS-83


 

Adjusted EBITDA is the main measurement based on which the chief operating decision maker assesses the segment performance and the capacity to generate recurring operating cash, consisting of profit for the year less net financial income (expenses), income tax and social contribution, depreciation and amortization, equity in results of affiliated companies, results of discontinued operations and other operating income (expenses), plus the proportionate EBITDA of joint ventures.

 

Even though it is an indicator used in segment performance measurement, EBITDA is not a measurement recognized by accounting practices adopted in Brazil or IFRS, it does not have a standard definition, and may not be comparable with measurements using similar names 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:

 

  

12/31/2018

 

12/31/2017

 

12/31/2016

    

 

 

 

Net income / (loss) for the year

 

5,200,583

 

111,229

 

(853,058)

Result from discontinued operations

 

 

 

 

 

9,561

Depreciation / amortization / depletion (note 23)

 

1,175,107

 

1,408,765

 

1,278,816

Income tax and social contribution (note 15)

 

250,334

 

409,109

 

266,546

Financial income / (expenses) (note 25)

 

1,495,643

 

2,463,627

 

2,522,427

EBITDA

 

8,121,667

 

4,392,730

 

3,224,292

Other operating (income) / expenses (note 24)

 

(2,705,337)

 

(177,342)

 

413,221

Equity in results of affiliated companies

 

(135,706)

 

(109,111)

 

(64,918)

Proportionate EBITDA of joint ventures

 

568,045

 

538,170

 

502,345

Adjusted EBITDA (*)

 

5,848,669

 

4,644,447

 

4,074,940

  

12/31/2019

 

12/31/2018

 

12/31/2017

    

 

 

 

Net income / (loss) for the year

 

2,244,511

 

5,200,583

 

111,229

Depreciation / amortization / depletion (note 22)

 

1,421,704

 

1,175,107

 

1,408,765

Income tax and social contribution (note 14)

 

(833,778)

 

250,334

 

409,109

Financial income / (expenses) (note 24)

 

2,131,184

 

1,495,643

 

2,463,627

EBITDA

 

4,963,621

 

8,121,667

 

4,392,730

Other operating (income) / expenses (note 23)

 

1,903,081

 

(2,705,337)

 

(177,342)

Equity in results of affiliated companies (note 8b)

 

(125,715)

 

(135,706)

 

(109,111)

Proportionate EBITDA of joint ventures

 

510,072

 

568,045

 

538,170

Adjusted EBITDA (*)

 

7,251,059

 

5,848,669

 

4,644,447

 (*) The Company discloses its adjusted EBITDA net of its share of investments and other operating income (expenses) because it understands that these should not be included in the calculation of recurring operating cash generation.

FS-83



 

2726   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”), a private non-profit pension fund established in July 1960 which has as members the employees (and former employees) of the Company and some subsidiaries who joined the fund through an agreement, and the employees of CBS itself. The Executive Officers of CBS is formed 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, composed by the president and ten members, six chosen by CSN, 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 that was discontinued on September 16, 2013. As of that date, all new employees must join the CBSPrev Plan, structured in the defined contribution modality, created also in September 2013.

 

As of December 31, 20182019, CBS had 34,98535,547 participants (35,176(34,985 as of December 31, 2017)2018), of whom 20,87222,091 were active contributors (20,734(20,872 as of December 31, 2017)2018), 13,45413,139 were retired employees (13,587(13,454 as of December 31, 2017)2018), and 659317 were related beneficiaries (855(659 as of December 31, 2017)2018). Out of the total participants as of December 31, 2018,11,0632019, 10,616 (11,063 as of December 31,2018) belonged to the defined benefit plan, 11,84511,111 (11.845 as of December 31,2018) to the mixed plan, 1,028841 (1,028 as of December 31, 2018) to the CBSPrev Namisa plan, and 11,04912,979 (11,049 as of December 31, 2018) to the CBSPrev plan.

FS-84


 

The plan assets of CBS are primarily invested in repurchase agreements (backed by federal government securities), federal government securities indexed to inflation, shares, loans and real estate. As of December 31, 2018,2019, CBS held 37,084,0311,870,652 common shares of CSN (20,143,031(37,084,031 as of December 31,2017)31,2018). The total plan assets of the entity amounted to R$5.5 billion as of December 31, 2019 (R$5.3 billion as of December 31, 2018 (R$5.1 billion as of December 31, 2017)2018). The administrators of the CBS funds seek to match plan assets with benefit obligations payable on a long-term basis. Pension funds in Brazil are subject to certain restrictions regarding their capacity for investment in foreign assets and, therefore, these funds invest mainly in Brazilian securities.

        

Plan Assets are all available assets and the benefit plans’ investments, not including the amounts of debts to sponsors.

 

For the defined benefit plans, called “35% of the average salary” and “average salary supplementation plan”, the Company holds a financial guarantee with CBS Previdência, the entity that administers 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 last 4 years ended (2015, 2016,(2016, 2017, 2018 and 2018)2019), CSN did not have to pay the installments because the defined benefit plans posted actuarial gains for the period.

 

FS-84


27.a)26.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 paythe payment of sickness benefit to the participants onlicenced by the Official Social Security leaves of absence and further ensuresguarantees the payments of savings fund, funeral allowance and pecuniary aid. This plan was discontinued on October 31, 1977 when took effect the average salary supplementation plan.

 

 

Average 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 benefitspayment of sick pay,sickness benefit, 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 (loss for indefinite period). After retirement is granted, the plan takes on the characteristics of a defined benefit plan if the participant has chosen to receive his benefit in the form of monthly income for life. This plan was discontinued on September 16, 2013 when the CBS Prev plan became effective.

 

 

CBS Prev Plan

 

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 balancethrough a monthly income through a percentage applied to the benefit-generating fund, not being applicable to death pension benefits, or (b) receive only a monthly income through a percentage applied to the benefit-generating fund.

FS-85


 

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.

 

CBSPREV Namisa Plan

 

It is a Defined Contribution plan with benefits of risks during the activity (projection of the balances in case of disability or death and sickness / accident allowanced). It has been in operation since January 6, 2012, when it was created exclusively for the employees of Nacional Minérios S.A. After the corporate reorganization, which took place in 2016, other Sponsors joined this Plan, among them CSN Mineração S.A.

 

Under this plan, all the benefits offered are calculated based on the accumulated amount from the monthly contributions of participants and sponsors and are paid through a percentage applied to the balance of the benefit generating fund. The CBSPREV Namisa Plan ishas been closed to new participants since July 2017.2017 and is in the process of being extinguished due to the total withdrawal of sponsorship.

 

27.b)26.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.

FS-85


 

The investment plan is reviewed annually and approved by the Decision-Making Board considering a five-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”).

 

27.c)26.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 IAS19 - Employee Benefits.

 

      

Consolidated

      

Consolidated

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

Actuarial asset

 

Actuarial liabilities

Actuarial asset

 

Actuarial liabilities

Benefits of pension plans

(99,894)

 

(111,281)

 

7,982

 

41,937

(13,714)

 

(99,894)

 

19,788

 

7,982

Post-employment healthcare benefits

-

 

-

 

897,137

 

866,784

    

892,396

 

897,137

(99,894)

 

(111,281)

 

905,119

 

908,721

(13,714)

 

(99,894)

 

912,184

 

905,119

       

 

 

 

 

 

 

 

 

 

FS-86


The reconciliation of employee benefits’ assets and liabilities is as follows: 

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Present value of defined benefit obligation

3,087,433

 

3,077,849

        3,581,460

 

3,087,433

Fair value of plan assets

(3,403,906)

 

(3,305,356)

      (3,894,488)

 

(3,403,906)

Deficit(Surplus)

(316,473)

 

(227,507)

      (313,028)

 

(316,473)

Restriction to actuarial assets due to recovery limitation

224,561

 

158,163

       319,102

 

224,561

Liabilities (Assets), net

(91,912)

 

(69,344)

                6,074

 

(91,912)

Liabilities

7,982

 

41,937

              19,788

 

7,982

Assets

(99,894)

 

(111,281)

            (13,714)

 

(99,894)

Net (assets) recognized in the balance sheet

(91,912)

 

(69,344)

               6,074

 

(91,912)

 

 

The movement in the present value of the defined benefit obligation during 20182019 is as follows: 

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Present value of obligations at the beginning of the year

3,077,849

 

2,872,442

3,087,433

 

3,077,849

Cost of service

1,169

 

1,285

1,093

 

1,169

Interest cost

304,132

 

322,359

283,487

 

304,132

Participant contributions made in the period

2,126

 

 

Benefits paid

(280,493)

 

(284,777)

(269,995)

 

(280,493)

Actuarial loss/(gain)

(15,224)

 

166,540

477,316

 

(15,224)

Present value of obligations at the end of the year

3,087,433

 

3,077,849

3,581,460

 

3,087,433

FS-86


 

The movement in the fair value of the plan assets during 20182019 is as follows:

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Fair value of plan assets at the beginning of the year

(3,305,356)

 

(3,193,493)

      (3,403,906)

 

(3,305,356)

Interest income

(327,830)

 

(360,013)

      (314,102)

 

(327,830)

Benefits Paid

280,493

 

284,777

        269,995

 

280,493

Participant contributions made in the period

         (2,127)

 

 

Return on plan assets (less interest income)

(51,213)

 

(36,627)

     (444,348)

 

(51,213)

Fair value of plan assets at the end of the year

(3,403,906)

 

(3,305,356)

      (3,894,488)

 

(3,403,906)

 

The amounts recognized in the income statement for the year ended December 31, 2019, 2018 2017 and 20162017 are comprised as follows: 

 

12/31/2019

 

12/31/2018

 

12/31/2017

Cost of current service

1,093

 

1,169

 

1,285

Interest cost

283,487

 

304,132

 

322,359

Expected return on plan assets

(314,102)

 

(327,830)

 

(360,013)

Interest on the asset ceiling effect

21,502

 

16,340

 

26,843

 otal costs / (income), net

(8,020)

 

(6,189)

 

(9,526)

 

 

12/31/2018

 

12/31/2017

 

12/31/2016

Cost of current service

1,169

 

1,285

 

1,244

Interest cost

304,132

 

322,359

 

311,361

Expected return on plan assets

(327,830)

 

(360,013)

 

(345,521)

Interest on the asset ceiling effect

16,340

 

26,843

 

22,189

 

(6,189)

 

(9,526)

 

(10,727)

Total unrecognized costs / (income) (*)

-

 

6

 

7

Total costs / (income) recognized in the income statement

(6,189)

 

(9,532)

 

(10,734)

Total costs / (income), net (*)

(6,189)

 

(9.526)

 

(10,727)

FS-87


(*) Effect of the limit of paragraph 58 (b) of IAS19 - Employee Benefits.

 

The cost/(income) is recognized in the income statement in other operating expenses.

 

The movement in the actuarial gains and losses in 2019, 2018 2017 and 20162017 are as follows:  

 

12/31/2018

 

12/31/2017

 

12/31/2016

12/31/2019

 

12/31/2018

 

12/31/2017

Actuarial losses and (gains)

(15,224)

 

166,540

 

393,743

477,316

 

(15,224)

 

166,540

Return on plan assets (less interest income)

(51,213)

 

(36,627)

 

(427,523)

(444,348)

 

(51,213)

 

(36,627)

Change in the asset’s limit (excluding interest income)

50,058

 

(97,882)

 

41,796

73,039

 

50,058

 

(97,882)

(16,379)

 

32,031

 

8,016

Total cost of actuarial losses and (gains)

106,007

 

(16,379)

 

32,031

Actuarial losses and (gains) recognized in other comprehensive income

(16,379)

 

32,037

 

8,023

 

 

 

 

32,037

Unrecognized actuarial (gains)

-

 

(6)

 

(7)

 

 

 

 

(6)

Total cost of actuarial losses and (gains) (*)

(16,379)

 

32,031

 

8,016

Total cost of actuarial losses and (gains)

106,007

 

(16,379)

 

32,031

(*) Actuarial (gain)/ loss results from the fluctuation in the investments comprised in the CBS’s asset portfolio.

 

Breakdown of actuarial gains or losses, according paragraph 141 of IAS19:

 

 

12/31/20182019

Loss due to change in demographic assumptions

(139,813)

Loss due to change in financial assumptions

46,917472,715

Loss due to experience adjustments

77,6724,601

Return on plan assets (less interest income)

(51,213)(444,348)

Change in asset limit (excluding interest income)

50,05873,039

Actuarial losses and (gains)

(16.379)106,007

Actuarial (gain)/ loss results from the fluctuation in the investments comprised in the CBS’s asset portfolio.

FS-87


 

The main actuarial assumptions used were as follows:

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

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

Nominal discount rate

Millennium Plan: 9.69%                             Plan 35%: 9.60%                     Supplementation: 9.59%

 

Millennium Plan: 10.42%                          Plan 35%: 10.30%                     Supplementation: 10.32%

Millennium Plan: 6.98%

  Plan 35%: 6.75%      

 Supplementation: 6.81%

 

Millennium Plan: 9.69%
Plan 35%: 9.60%

Supplementation: 9.59%

Inflation rate

4.75%

 

5.00%

3.61%

 

4.75%

Nominal salary increase rate

5.80%

 

6.05%

4.65%

 

5.80%

Nominal benefit increase rate

4.75%

 

5.00%

3.61%

 

4.75%

Rate of return on investments

Millennium Plan: 9.69%

 

Millennium Plan: 10.42%

Millennium Plan: 6.98%

  Plan 35%: 6.75%

  Supplementation: 6.81%

 

Millennium Plan: 9.69%

Plan 35%: 9.60%

Supplementation: 9.59%

Plan 35%: 9.60% Supplementation: 9.59%

 

 Plan 35%: 10.30%                                      Supplementation: 10.32%

 

 

General mortality table

 Millennium Plan: AT-2000 smoothed down by 10% segregated by gender.

Plans 35%: AT-2000 Male aggravated by 15%.

Supplementation: AT-2000 aggravated by 10% segregated by gender.

 

Millennium Plan, Plans 35% and Supplementation of Average Salary: AT 2000 segregated by gender (10% smoothed)

Millennium Plan: AT-2000 smoothed down by 10% segregated by gender.

Plans 35%: AT-2000 Male aggravated by 15%.

Supplementation: AT-2000 aggravated by 10% segregated by gender.

 

 Millennium Plan: AT-2000 smoothed down by 10% segregated by gender.

Plans 35%: AT-2000 Male aggravated by 15%.

Supplementation: AT-2000 aggravated by 10% segregated by gender.

Disability table

35% Plan and Supplementation: Light Medium. Millenium Plan: Prudential (Ferr. Retirement)

 

35% Plan and Supplementation: Light Medium. Millenium Plan: Prudential (Ferr. Retirement)

35% Plan and Supplementation: Light Medium. Millenium Plan: Prudential (Ferr. Retirement)

 

35% Plan and Supplementation: Light Medium. Millenium Plan: Prudential (Ferr. Retirement)

Disability mortality table

 Winklevoss - 1%

 

 Winklevoss - 1%

Winklevoss - 1%

 

 Winklevoss - 1%

Turnover table

 Millenium plan 5% per annum, zero for plans 35% and Supplementation.

 

 Millenium plan 5% per annum, zero for plans 35% and Supplementation.

Millenium plan 5% per annum, zero for plans 35% and Supplementation.

 

 Millenium plan 5% per annum, zero for plans 35% and Supplementation.

Retirement age

 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

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 composition 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

      

FS-88


 

 

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 who retire at the age of 65, as shown below:

 

Plan covering 35% of the average salary

 

Average salary supplementation plan

 

Mixed supplementary benefit plan (Milênio Plan)

Plan covering 35% of the average salary

 

Average salary supplementation plan

 

Mixed supplementary benefit plan (Milênio Plan)

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

12/31/2019

 

12/31/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Longevity at age of 65 for current participants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Male

18.00

 

21.00

 

18.74

 

20.45

 

21.00

 

21.00

18.38

 

18.00

 

18.75

 

18.74

 

20.45

 

21.00

Female

18.00

 

23.00

 

22.23

 

23.02

 

23.00

 

23.00

18.38

 

18.00

 

21.41

 

22.23

 

23.02

 

23.00

           

 

   

 

   

 

  

Longevity at age of 65 for current participants who are 40

           

Longevity for current participants who are 40

 

   

 

   

 

  

Male

40.00

 

43.00

 

40.60

 

42.69

 

43.00

 

43.00

40.15

 

40.00

 

40.60

 

40.60

 

42.70

 

43.00

Female

40.00

 

47.00

 

45.37

 

46.29

 

47.00

 

47.00

40.15

 

40.00

 

44.41

 

45.37

 

46.28

 

47.00

 

FS-88


 

Allocation of plan assets: 

 

 

12/31/2018

 

 

 

12/31/2017

 

 

12/31/2019

 

 

 

12/31/2018

Variable income

          141,705

 

4,16%

 

            50,966

 

1,54%

            25,236

 

0.65%

 

          141,705

 

4,16%

Fixed income

       3,050,099

 

89,61%

 

       3,085,783

 

93,36%

       3,607,398

 

92.63%

 

       3,050,099

 

89,61%

Real estate

            52,091

 

1,53%

 

            44,083

 

1,33%

          183,098

 

4.70%

 

            52,091

 

1,53%

Others

          160,011

 

4,70%

 

          124,524

 

3,77%

            78,756

 

2.02%

 

          160,011

 

4,70%

Total

       3,403,906

 

100,00%

 

       3,305,356

 

100,00%

       3,894,488

 

100.00%

 

       3,403,906

 

100,00%

 

 

Variable-income assets comprise mainly CSN shares.     

FS-89


 

Fixed-income assets comprise mostly debentures, Interbank Deposit Certificates (“CDI”) and National Treasury Notes (“NTN-B”).

 

Real estate refers to buildings appraised by a specialized asset appraisal firm. There are no assets in use by CSN and its subsidiaries.

 

For the pension plan, the expense as of December 31, 20182019 was R$40,644 (R$40,199 (R$41,544 and R$ 35,798 as of December 31, 2017 and 2016, respectively)2018).

 

27.d)26.d) Expected contributions

 

No contributions are expected to be paid to the defined benefit plans in 2018.2020.

 

For the mixed supplementary benefit plan, contributions in the amount of R$24,92324,000 are forecasted to be paid in 20182020 for the portion of defined contribution and R$1,9871,965 for the portion of defined benefit (risk benefit).

 

27.e)26.e) Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions for the pension plans as of December 31, 20182019 is as follows:

 

 

12/31/2018

     

12/31/2019

 

Plan covering 35% of the average salary

 

Average salary supplementation plan

 

Mixed supplementary benefit plan (Milênio Plan)

 

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%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

 409

 (458)

 

 1,650

 (1,897)

 

 (502)

 316

 

                986

               (918)

 

              3,847

            (3,773)

 

                 897

            (1,126)

Effect on present value of obligations

 

 (13,281)

 15,342

 

 (70,755)

 76,222

 

 (50,666)

 54,396

 

         (16,683)

            18,012

 

          (83,364)

            98,252

 

          (66,416)

            73,565

 

 

 

 

 

 

 

 

Assumption: Salary growth

       

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

  

 

 252

 (223)

  

 

 

 

 

                212

               (200)

Effect on present value of obligations

 

 

 2,028

 (1,792)

 

 

 

 

 

 1,122

 (1,063)

       

Assumption: Benefit adjustment

 

 

 

 

 

 

 

 

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

 1,439

 (1,350)

 

 7,578

 (7,079)

 

 5,720

 (5,232)

 

                142

               (125)

 

                 927

               (405)

 

                 387

               (387)

Effect on present value of obligations

 

 14,685

 (13,778)

 

 79,305

 (74,101)

 

 57,166

 (52,366)

 

             2,100

            (1,846)

 

            13,609

            (5,945)

 

              5,543

            (5,543)

 

 

 

 

 

 

 

 

Assumption: Mortality table

       

Sensitivity level

 

1.0%

-1.0%

 

1.0%

-1.0%

 

1.0%

-1.0%

 

+1 year

-1 year

 

+1 year

-1 year

 

+1 year

-1 year

Effect on current service cost and on interest on actuarial obligations

 

 (1,052)

 1,054

 

 (4,877)

 4,845

 

 (1,120)

 1,128

 

             1,561

               (649)

 

              4,715

            (4,180)

 

              1,543

            (1,532)

Effect on present value of obligations

 

 (10,680)

 10,706

 

 (50,807)

 50,468

 

 (12,179)

 12,165

 

           13,515

            (9,603)

 

            69,216

          (61,372)

 

            22,116

          (22,214)

FS-89


 

The forecast benefit payments of the defined benefit plans for future years are as follows:

 

FS-90


Payments

20182019

Year 1

         

244,606267,764

Year 2

252,778          261,355

Year 3

         

269,332255,518

Year 4

265,261          249,398

Year 5

         

271,570243,000

Next 5 years

1,436,738       1,109,647

Total forecast payments

2,740,285       2,386,682

 

 

27.f)26.f) Post-employment health care plan 

 

Refers to a healthcare plan created on December 1, 1996 exclusively for former retired 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 dependents. Since then, the healthcare plan does not allow the inclusion of new beneficiaries. The plan is sponsored by CSN.

 

The amounts recognized in the balance sheet were determined as follows:

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Present value of obligations

          897,137

 

          866,784

          892,396

 

          897,137

Liabilities

      897,137

 

      866,784

      892,396

 

      897,137

 

The reconciliation of the healthcare liabilities is as follows: 

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Actuarial liability at the beginning of the year

          866,784

 

          691,262

897,137

 

          866,784

Expenses recognized in income for the year

            85,748

 

            77,269

69,907

 

            85,748

Sponsor's contributions transferred in prior year

          (71,632)

 

          (72,192)

Recognition of actuarial loss/ (gain)

            16,237

 

          170,445

Sponsor’s contributions transferred in prior year

(82,081)

 

          (71,632)

Recognition of actuarial loss/(gain)

7,433

 

            16,237

Actuarial liability at the end of the year

      897,137

 

      866,784

892,396

 

      897,137

 

The actuarial gains and losses recognized in shareholders' equity are as follows:

 

12/31/2018

 

12/31/2017

 

12/31/2016

12/31/2019

 

12/31/2018

 

12/31/2017

Actuarial gain /(loss) on obligation

            16,237

 

          170,445

 

210,257

7,433

 

16,237

 

170,445

Gain/(loss) recognized in shareholders' equity

            16,237

 

          170,445

 

210,257

7,433

 

16,237

 

170,445

 

FS-90


 

The weighted average life expectancy based on the mortality table used to determined actuarial obligations is as follows: 

 

    

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Longevity at age of 65 for current participants

 

 

 

 

Male

              19.55

 

              19.55

20.24

 

19.55

Female

              22.17

 

              22.17

20.24

 

22.17

 

 

 

 

 

 

Longevity at age of 65 for current participants who are 40

 

 

 

Longevity for current participants who are 40

 

 

 

Male

              41.59

 

              41.59

42.74

 

41.59

Female

              45.30

 

              45.30

42.74

 

45.30

FS-91


 

 

The actuarial assumptions used for calculating post-employment healthcare were:

 

12/31/2018

 

12/31/2017

12/31/2019

 

12/31/2018

Biometric and Demographic

 

 

 

 

 

 

General mortality table

AT 2000 segregated by gender

 

AT 2000 segregated by gender

AT 2000 segregated by gender

 

AT 2000 segregated by gender

 

 

 

 

 

 

Financial

 

 

 

 

Actuarial nominal discount rate

9.62%

 

10.34%

6.78%

 

9.62%

Inflation

4.75%

 

5.00%

3.61%

 

4.75%

Real increase in medical costs based on age (Aging Factor)

0.5% - 3.00% real a.a.

 

0.5% - 3.00% real a.a.

0,5% - 3,00% real a.a.

 

0.5% - 3.00% real a.a.

Nominal increase medical costs growth rate

8.15%

 

8.41%

6.98%

 

8.15%

Average medical cost (Claim cost)

 1,054.65

 

 1,001.69

1,319.36

 

1,054.65

 

27.g)26.g) Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions for the post-employment healthcare plans

asplansas of December 31, 20182019 is as follows: 

 

  

12/31/2018

 

12/31/2019

 

Healthcare Plan

Healthcare Plan

 

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

 

909

(992)

                   1,824

                  (2,006)

Effect on present value of obligations

 

(35,530)

38,727

               (35,490)

                  38,444

 

 

 

 

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

 

8,091

(6,925)

                   5,646

                  (4,900)

Effect on present value of obligations

 

84,560

(72,369)

                 83,270

                (72,264)

   

 

Assumption:  Mortality table

Assumption: Mortality table

Sensitivity level

 

1.0%

-1.0%

+1 year

-1 year

Effect on current service cost and on interest on actuarial obligations

 

(2,161)

2,148

                   4,093

                  (3,851)

Effect on present value of obligations

 

(22,582)

22,451

                 60,367

                (56,802)

  

FS-92FS-91


 

 

 

 

The forecast benefit payments of the postemployment healthcare plans for future years are as follows:

 

Forecast benefit payments

20182019

Year 1

  

 78,10083,290

Year 2

   80,78780,574

Year 3

  

 83,23277,649

Year 4

   85,38674,529

Year 5

  

 87,22471,218

Next 5 years

 450,767301,853

Total forecast payments

 865,496689,113

 

2827   COMMITMENTS

 

28.a)27.a) Take-or-pay contracts

 

As of December 31,31,2019 and 2018, and 2017, the Company was a party to take-or-pay contracts as shown in the following table:  

 

 

Payments in the period

 

 

 

 

 

 

 

 

 

 

 

Payments in the period

 

 

 

 

 

 

 

 

 

 

 

Type of service

 

2017

 

2018

 

2019

 

2020

 

2021

 

After 2021

 

Total

 

2018

 

2019

 

2020

 

2021

 

2022

 

After 2022

 

Total

                            

Transportation of iron ore, coal, coke, steel products, cement and mining products.

 

957,373

 

406,920

 

1,024,674

 

962,399

 

831,166

 

3,761,232

 

6,579,471

 

406,920

 

1,555,398

 

1,184,627

 

1,106,047

 

1,136,469

 

4,441,842

 

7,868,985

                            

Supply of power, natural gas, oxygen, nitrogen, argon and iron ore pellets, coal and clinquer.

 

563,743

 

658,166

 

453,801

 

40,780

 

8,419

   

503,000

Supply of power, natural gas, oxygen, nitrogen, argon, iron ore pellets, coal and clinquer.

 

658,166

 

966,405

 

391,750

 

33,317

 

24,940

 

200,121

 

650,128

                            

Processing of furnace sludge and slag resulting from the production process of pig iron and steel.

 

8,880

 

9,467

 

7,074

 

 7,074

 

 7,074

 

 8,842

 

30,064

Processing of furnace sludge and slag resulting from the production process of pig iron and steel

 

9,467

 

56,024

 

21,164

 

11,571

 

11,571

 

3,599

 

47,905

                            

Manufacturing, repair, recovery and production of ingot casting machine units.

 

52,103

 

21,533

 

7,968

 

3,246

 

3,246

 

5,952

 

20,412

 

21,533

 

5,930

 

1,896

       

1,896

                            

 

 1,582,099

 

 1,096,086

 

 1,493,517

 

 1,013,499

 

 849,905

 

 3,776,026

 

 7,132,947

 

1,096,086

 

2,583,757

 

1,599,437

 

1,150,935

 

1,172,980

 

4,645,562

 

8,568,914

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28.b) Concession agreements

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Minimum future payments related to government concessions as of December 31, 2018 fall due according to the schedule set out in the following table:

Company / Concession

   

 

 

 

 

 

 

 

 

  
 

Type of service

  

2019

 

2020

 

2021

 

After 2021

 

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 raiway system covers 4.238 Kilometers of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

 

9,396

 

9,396

 

9,396

 

50,895

 

79,083

              

CSN Mineração S.A.

 

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 was renewed and the agreement expires in 2047.

 

 

133,021

 

133,021

 

133,021

 

3,458,541

 

3,857,604

              

Tecon

 

25-year concession started in July 2001. On May 10, 2017, was approved the Decree nº 9,048, which changes de concession extension period for port operations. It was established that the requested extension period, added to the initial period, cannot exceed 70 years

 

 

33,779

 

35,176

 

36,638

 

175,053

 

280,646

              
    

 

176,196

 

177,593

 

179,055

 

3,684,489

 

4,217,333

28.c)27.b) Projects and other commitments

 

·         Transnordestina project

 

The Transnordestina projectwhich corresponds to rail network II of the Northeast Railway System, includes building 1,753 km of new, next-generation, wide-gauge tracks. The project posts an evolution of 52% progress which was expected to completion for 2017, completion period currently under discussion with the responsible agencies.

 

The Company expects that the investments will permit Transnordestina Logística S.A., the concessionaire that holds the Transnordestina project, to transport of several products, such as iron ore, limestone, soy, cotton, sugarcane, fertilizers, oil, and fuel. The concession will expire in 2057 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, purchased part of the equipment, contracted some of the services,authorizationsrequired and implementation is advanced in certain regions the project is at an advanced implementation stage.regions.

 

The 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) contribution of capital by 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 under Permanent Track Use contracts.

 

The budget to conclude the project is under review. Currently, the approved budget value is composed 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 project is currently in the process of budged adjustment and the proposed amount is R$13.2 Billion.

 

The Company guarantees 100% of TLSA’s financing granted by Banco do Nordeste/FNE and the BNDES, and 50.97% of the debentures issued by 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 nº 6,952/2009, and the Investment Agreement entered into with the public shareholders/ financiers, up to 50% of the debentures maybemay be converted into TLSA shares.

 

The Court of Auditors of the Union - TCU through a protective order issued in May 2016, regarding the case TC 012.179/2016, suspended new transfers of public resources to TLSA from Valec Engenharia, Construções e FerroviasS.A., Fundo de Investimento do Nordeste – FINOR, Fundo Constitucional de Financiamento do Nordeste – FNE, Fundo de Desenvolvimento do Nordeste – FDNE, Banco Nacional de Desenvolvimento Econômico e Social – BNDES and BNDES Participações S.A.– BNDESPar.After filing an appeal against the protective order and providing the necessary explanations, in June 2016 the order issued by TCU was withdrawn unanimously by the members of this court, with the continuity of planned investments planned having been restored.

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By means of another protective order issued in January 2017, relating to the case TC 012.179/2016, the Court of Auditors of the Union suspended new transfers of public resources to TLSA by Valec Engenharia, Construções e Ferrovias S.A., Fundo de Investimento do Nordeste – FINOR, Fundo Constitucional de Financiamento do Nordeste – FNE, Fundo de Desenvolvimento do Nordeste – FDNE, Banco Nacional de Desenvolvimento Econômico e Social – BNDES and BNDES Participações S.A.– BNDESPar. The Company has provided the required clarifications to the TCU and has acted firmly in order that the decision can be repealed soon and the flow of investments planned can be restored. Despite of, ANTT, through Letter 20/

The Company concluded in December / 2019, / GPFER / SUFER, dated January 21, 2019 and received by TLSA on February 1, 2019, informedaccording to the receipt ofscheduled schedule, the reviewengineering deliveries referring to the executive projects of lots 7, 8 and 11 of the MVP section, however, disregarded the reviewrevision of the projects for extemporaneous. The review of executive projects is essential for the completionsections to be executed, as well as the survey of the services already executed in thesections in progress and completed (“as built”), in a way to allow the validation of the regulatory budget and the conclusionpreparation of thisa revisited schedule. The Company awaits the analysis to be carried out by the regulatory budgetagency, whose management's expectation is a requirement forthat it will be carried out during the TCU to reassess the blocking orderfirst half of public funding.2020.

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There is an administrative procedure with the ANTT (National Land Transportation Agency) which evaluates the regular compliance with the obligations of the Concession Agreement corresponding to System II by Concessionaire TLSA. ANTT’s technical area, in a unilateral opinion, understood that non-compliance with the contractual obligations by the Concessionaire is evidenced. The technical area’s opinion is under evaluation and, if the irregularity is proven, ANTT may open new process to apply the applicable penalties, among them, forfeiture. The procedure is in fact finding phase and until the moment there is no final decision on the merit.

 

·      FTL – Ferrovia Transnordestina Logística S.A. (Operational rail network)

 

In relation to the rail network I, operates by Ferrovia Transnordestina Logística S.A.(“FTL”) - there is an administrative procedure before the National Agency for Land Transportation (“ANTT”) that analyzes the regular fulfillment of the obligations of the Concession Agreement by the Concessionaire FTL. In view of a unilateral analysis, ANTT informed that FTL would have failed to comply with the TAC (Conduct Adjustment Agreement) signed in 2013 as a result of the non-compliance with the production target for 2013. ANTT decidedIn this context, the agency proposed to filethe Union the declaration of the expiry of the FTL Concession Contract and the initiation of an administrative proceeding within the scope of the Superintendence of Infrastructure and Railroad Cargo Transport Services - SUFER. The Company continues to investigate the non-compliance with the concession agreement and, if the irregularity is proved, it can apply the related penalties or recommend the declaration of obsolescence, and the proceeding is at the finding-of-facts stage and, so far, there is no final decisionrely on the merit.ANTT's positioning.

 

 

2928   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, Life and Casualty, Health Coverage, Fleet Vehicles, D&O (Civil Liability Insurance for Directors and Officers), General Civil Liability, Engineering Risks, naming Risks, Export Credit, warranty and Port Operator’s Civil Liability.

 

In 2017,2019, after negotiation with insurers and reinsurers in Brazil and abroad, an insurance policy was issued for the contracting of a policy of Operational Risk of Property Damages and Loss of Profits, with effect from September 30, 2017 to March 31, 2019.2019 to June 30, 2020. Under the insurance policy, the maximum limit of indemnity is US$600 millionand deductibles in the amount of US$385 million for material damages and 45 days for loss of profits and covers the following Company’s units and subsidiaries: Presidente Vargas Steelworks, CSN Mineração and Sepetiba Tecon. Management understands that the policies covers its assets and the risks to which the Company is subject.

 

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 audited by our independent auditors.

 

 

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3029   ADDITIONAL INFORMATION TO CASH FLOWS

 

The following table provides additional information on transactions related to the statement of cash flows: 

 

Consolidated

Consolidated

12/31/2018

 

12/31/2017

12/31/2016

12/31/2019

 

12/31/2018

12/31/2017

Income tax and social contribution paid(1)

336,962

 

268,847

 

456,227

1,167,419

 

336,962

 

268,847

Addition to PP&E with interest capitalization (note 10 and 25)

71,611

 

91,957

 

215,794

117,189

 

71,611

 

91,957

Acquisition of fixed assets through loans

10,792

 

4,265

 

7,437

Initial adoption IFRS 16 – Right of use (note 9a)

640,989

 

 

 

 

Remeasurement – Right of use (note 9a)

(151,558)

 

 

 

 

Acquisition of fixed assets through a loan, net of taxes(2)

78,098

 

10,792

 

4,265

Acquisition of fixed assets by auction

200,115

 

 

 

 

Non-monetary transaction with joint venture

  

20,264

 

 

 

 

 

 

20,264

419,365

 

385,333

 

679,458

2,052,252

 

419,365

 

385,333

   

 

 

     

(1) For calendar year 2019, the Company opted for taxation based on the quarterly actual profit, according art. 9,430/96, with  income tax and social contribution due being paid in a single installment, until the last business day of the month following the end of each quarter.

(2) In 2019, fixed assets were acquired through a loan in the amount of R$100,661, net of recoverable taxes of R$22,563.

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3130   EVENTS AFTER THE REPORTING PERIOD

 

Debentures

 

·       Tenth issue

In December 2018,January 2020, the Company authorizedissued debt securities in the issuance of 2,000 debentures, in a single series, with collateral and non-convertible debentures, at a par value of R$ 1, with interest of 126.80% p.a of CDI, with final maturity in December of 2023 and with options for early redemption and optional acquisition, with financial settlement completed on February 1, 2019, totaling R$ 1,950,000, equivalent to 1,950 debentures effectively subscribed. The proceeds were allocated to (i) the total liquidation and partial amortization of certain Bank Credit Notes entered into with Caixa Econômica Federal (CEF) and (ii) the ordinary management of the Company's business.

·Prepayment agreement – Sale of iron ore

In February 20, 2019, the Company has concluded negotiations for the supply of iron ore to Swiss trader Glencore International AGforeign market (“Glencore”Notes”). The transaction involves a prepayment to, through its subsidiary CSN MineraçãoIslands XI Corp, in the amount of US$ 500,000,000.00 related1 billion, with maturity in 2028 and interest rate of 6.75% per year. Part of the funds raised, in the amount of US$263 million, were used in the repurchase offer (“Tender Offer”) of the Notes issued by CSN Resources SA with maturity in 2020, as communicated to an iron ore supply contract of approximately 22 million tons over 5 years. After certain precedent conditions have been met, the disbursement occurredmarket on March 29, 2019.January 17, 2020. The Notes are guaranteed, unconditionally and irrevocably, by the Company.

 

·       Loan AgreementUSIMINAS shares classified as financial investments (see note 4) are exposed to changes in share prices since the securities are valued at fair value through profit or loss according to quotations on the Stock Exchange. On April2, 2020, common and preferred shares depreciated in the global amount ofR$999.9 million since the balance sheet date.

 

·During March 2020, the pandemic of Covid-19 spread significantly on a global scale. The pandemic has the potential to cause significant operational disruptions globally, and is expected to result in volatility in the global markets, affecting global and regional economies. In addition,the event that the disruptions resulting from the pandemic continues to increase worldwide, they can materially affect the global economy and the financial markets such as interest rates and exchange rates applicable to our indebtedness as well as affect our clients and suppliers. These consequences could affect the Company’s financial condition and results of operations. We created a loan agreement has been entered intospecial Committee that is in charge of monitoring the pandemic, its effects on 15 February 2019 with the Commerzbank Aktiengesellschaft for an amountglobal economy and is focused on minimizing the effects to our employees, transactions and financial results. Note that the timeframe and overall effects of EUR 70 million, replacing the current loan agreement.pandemic is currently unpredictable. We are not able to predict the outcome on the global economy and the consequences to Company’s transactions and financial results.

 

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