siddf4q13_6k.htm - Generated by SEC Publisher for SEC Filing

 

 

 

 

 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of March 14, 2014
Commission File Number 1-14732
 

 
COMPANHIA SIDERÚRGICA NACIONAL
(Exact name of registrant as specified in its charter)
 
National Steel Company
(Translation of Registrant's name into English)
 
Av. Brigadeiro Faria Lima 3400, 20º andar
São Paulo, SP, Brazil
04538-132
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F. 
Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash distribution

2

Parent Company Financial Statements

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Income

5

Statement of Comprehensive Income

6

Statement of Cash Flows

7

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 12/31/2013

9

1/1/2012 to 12/31/2012

10

Statement of Value Added

11

Consolidated Financial Statements

 

Balance Sheet - Assets

12

Balance Sheet - Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 12/31/2013

18

1/1/2012 to 12/31/2012

19

Statement of Value Added

20

Comments on the Company’s Consolidated Performance

21

Notes to the Financial Statements

30

Reports and Statements

 

Unqualified Independent Auditors’ Review Report

115

Opnion of the Supervisory Board or Equivalent Body

118

Statement of Diretors on the Financial Statements

119

Statement of Diretors on Auditors’ Report

120

 

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

12/31/2013

 

Paid-in Capital

 

 

Common

1,457,970,108

 

Preferred

0

 

Total

1,457,970,108

 

Treasury Shares

 

 

Common

0

 

Preferred

0

 

Total

0

 

 

 

 

 

 

 

 

 

 

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Company Information / Cash distribution

         
             

Event

Approval

Dividends

Inition Payment

Type of share

Class of share

Dividends per common share (R$/share)

             

Meeting of Board of Directors

04/17/2013

Interest on Capital

04/25/2013

Ordinary

 

0.08436

Meeting of Board of Directors

05/23/2013

Interest on Capital

05/29/2013

Ordinary

 

0.22634

Meeting of Board of Directors

07/03/2013

Interest on Capital

07/05/2013

Ordinary

 

0.07339

Meeting of Board of Directors

08/06/2013

Dividends

08/15/2013

Ordinary

 

0.14404

Meeting of Board of Directors

08/06/2013

Interest on Capital

08/15/2013

Ordinary

 

0.06173

Meeting of Board of Directors

11/13/2013

Dividends

11/28/2013

Ordinary

 

0.27435

Meeting of Board of Directors

11/13/2013

Interest on Capital

11/28/2013

Ordinary

 

0.06859

             
             

 


 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Balance Sheet - Assets

 

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2013

First prior year

12/31/2012

Second prior year

12/31/2011

1

Total assets

48,689,176

46,925,534

45,582,817

1.01

Current assets

5,054,174

8,386,446

8,886,953

1.01.01

Cash and cash equivalents

206,624

2,995,757

2,073,244

1.01.03

Trade receivables

1,992,704

2,032,431

3,516,800

1.01.04

Inventories

2,459,230

2,704,302

2,885,617

1.01.08

Other current assets

395,616

653,956

411,292

1.02

Non-current assets

43,635,002

38,539,088

36,695,864

1.02.01

Long-term receivables

4,134,846

3,526,732

3,852,937

1.02.01.06

Deferred taxes

2,612,998

1,869,775

1,300,650

1.02.01.09

Other non-current assets

1,521,848

1,656,957

2,552,287

1.02.02

Investments

27,005,592

23,356,506

22,573,890

1.02.03

Property, plant and equipment

12,418,095

11,636,182

10,247,845

1.02.04

Intangible assets

76,469

19,668

21,192

 

 

 

 

PAGE 3 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Balance Sheet – Liabilities

 

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2013

First prior year

12/31/2012

Second prior year

12/31/2011

2

Total liabilities

48,689,176

46,925,534

45,582,817

2.01

Current liabilities

6,503,789

5,700,760

7,351,509

2.01.01

Payroll and related taxes

159,892

130,014

123,839

2.01.02

Trade payables

926,935

1,193,726

667,886

2.01.03

Taxes payable

150,066

118,365

122,648

2.01.04

Borrowings and financing

3,854,694

2,621,503

4,330,141

2.01.05

Other payables

1,138,956

1,383,179

1,872,865

2.01.06

Provisions

273,246

253,973

234,130

2.01.06.01

Provision for tax, social security, labor and civil risks

273,246

253,973

225,997

2.01.06.02

Other provisions

-

-

8,133

2.02

Non-current liabilities

34,088,817

32,607,877

30,245,487

2.02.01

Borrowings and financing

21,394,660

21,518,489

19,005,495

2.02.02

Other payables

10,173,732

8,927,096

9,718,976

2.02.04

Provisions

2,520,425

2,162,292

1,521,016

2.02.04.01

Provision for tax, social security, labor and civil risks

438,114

344,951

262,432

2.02.04.02

Other provisions

2,082,311

1,817,341

1,258,584

2.02.04.02.03

Provision for environmental liabilities and decommissioning of assets

365,716

400,487

313,094

2.02.04.02.04

Pension and healthcare plan

485,084

565,556

469,027

2.02.04.02.05

Provision for losses on investments

1,231,511

851,298

476,463

2.03

Shareholders’ equity

8,096,570

8,616,897

7,985,821

2.03.01

Issued capital

4,540,000

4,540,000

1,680,947

2.03.02

Capital reserves

30

30

30

2.03.04

Earnings reserves

2,839,568

3,690,543

7,671,620

2.03.04.01

Legal reserve

361,641

336,190

336,190

2.03.04.02

Statutory reserve

2,477,927

2,794,353

5,717,390

2.03.04.08

Additional dividends and interest on capital proposed

-

560,000

273,492

2.03.04.10

Investment reserve

-

-

1,344,548

2.03.08

Other comprehensive income

716,972

386,324

(1,366,776)

         

 

 

 

PAGE 4 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Parent Company Statements / Statements of Income

 

 

(R$ thousand)

   

 

Code

Description

 

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

3.01

Net revenue from sales and/or services

 

13,929,433

10,640,617

3.02

Cost of sales and/or services

 

(9,906,380)

(8,039,597)

3.03

Gross profit

 

4,023,053

2,601,020

3.04

Operating expenses/income

 

632,120

(1,009,748)

3.04.01

Selling expenses

 

(503,514)

(320,722)

3.04.02

General and administrative expenses

 

(337,348)

(332,425)

3.04.04

Other operating income

 

730,843

126,127

3.04.05

Other operating expenses

 

(760,311)

(1,814,321)

3.04.06

Share of profits of investees

 

1,502,450

1,331,593

3.05

Profit before finance income (costs) and taxes

 

4,655,173

1,591,272

3.06

Finance income (costs)

 

(3,938,379)

(3,033,404)

3.06.01

Finance income

 

74,290

287,527

3.06.02

Finance costs

 

(4,012,669)

(3,320,931)

3.06.02.01

Net exchange losses on financial instruments

 

(1,030,289)

(542,103)

3.06.02.02

Finance costs

 

(2,982,380)

(2,778,828)

3.07

Profit (loss) before taxes on income

 

716,794

(1,442,132)

3.08

Income tax and social contribution

 

(207,769)

1,022,019

3.09

Profit (loss) from continuing operations

 

509,025

(420,113)

3.11

Profit (loss) for the year

 

509,025

(420,113)

3.99

Earnings per share - (R$/share)

 

-

-

3.99.01

Basic earnings per share

 

-

-

3.99.01.01

Common shares

 

0,34913

(0,28815)

3.99.02

Diluted earnings per share

 

-

-

3.99.02.01

Common shares

 

0,34913

(0,28815)

 

 

 

 

 

 

PAGE 5 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

Parent Company Statements / Statement of Comprehensive Income

 

(R$ thousand)

 

 

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

4.01

Profit for the year

509,025

(420,113)

4.02

Other comprehensive income

330,648

1,753,100

4.02.01

Cumulative translation adjustments for the year

218,927

147,735

4.02.02

Actuarial (losses) gains on defined benefit pension plan, net of taxes

64,336

106,209

4.02.03

Available-for-sale assets, net of taxes

44,084

(8,329)

4.02.05

Impairment of available-for-sale assets, net of taxes

3,301

1,507,485

4.03

Comprehensive income for the year

839,673

1,332,987

       

 

 

 

 

 

 

 

 

 

 

PAGE 6 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

6.01

Net cash generated by operating activities

1,459,141

2,738,545

6.01.01

Cash generated from operations

2,640,048

2,525,466

6.01.01.01

Profit (loss) for the year

509,025

(420,113)

6.01.01.02

Charges on borrowings and financing

2,548,728

2,474,810

6.01.01.03

Charges on loans and financing granted

(44,215)

(17,356)

6.01.01.04

Depreciation, depletion and amortization

923,847

920,547

6.01.01.05

Share of profits (losses) of investees

(1,502,450)

(1,331,593)

6.01.01.06

Deferred income tax and social contribution

(651,444)

(1,022,019)

6.01.01.07

Provision for tax, social security, labor, civil and environmental risks

122,913

255,046

6.01.01.08

Inflation adjustment and exchange differences, net

1,194,406

483,201

6.01.01.09

Gain on derivative transactions

4,268

9,166

6.01.01.10

Impairment of available-for-sale assets

3,369

1,245,024

6.01.01.11

Residual value of permanent assets written off

12,548

3,617

6.01.01.13

Provision for actuarial liabilities

13,392

(29,955)

6.01.01.15

Gain on loss of control over Transnordestina

(473,899)

-

6.01.01.16

Other provisions

(20,440)

(44,909)

6.01.02

Changes in assets and liabilities

(1,180,907)

213,079

6.01.02.01

Trade receivables - third parties

(63,203)

90,402

6.01.02.02

Trade receivables - related parties

(305,903)

1,178,457

6.01.02.03

Inventories

156,961

117,202

6.01.02.04

Receivables from related parties

28,276

133,132

6.01.02.05

Recoverable taxes

(6,186)

146,080

6.01.02.06

Judicial deposits

(6,089)

15,263

6.01.02.07

Dividends received from related parties

351,622

275,806

6.01.02.09

Trade payables

(299,868)

440,823

6.01.02.10

Payroll and related taxes

142,917

(111,631)

6.01.02.11

Taxes in installments - REFIS

392,366

(123,687)

6.01.02.13

Payables to related parties

310,763

(4,166)

6.01.02.15

Interest paid

(1,889,682)

(2,027,268)

6.01.02.17

Interest on swaps paid

(4,617)

(10,591)

6.01.02.18

Interest received

2,420

-

6.01.02.19

Other

9,316

93,257

6.02

Net cash used in investing activities

(1,848,822)

(627,450)

6.02.01

investments

(127,549)

(698,420)

6.02.02

Purchase of property, plant and equipment

(1,658,895)

(1,627,071)

6.02.03

Cash from merger of subsidiaries

1,761

-

6.02.05

Capital reduction in subsidiary

-

1,855,208

6.02.07

Receipt/payment in derivative transactions

(12,688)

-

6.02.09

Purchase of intangible assets

(11)

(237)

6.02.10

Intercompany loans

(309,895)

(172,317)

6.02.11

Receipt of intercompany loans

258,455

15,387

6.03

Net cash used in financing activities

(2,399,452)

(1,173,330)

6.03.01

Borrowings and financing raised

1,363,253

2,712,471

6.03.03

Repayment of borrowings

(2,102,202)

(2,686,067)

6.03.05

Dividends and interest on capital paid

(1,660,503)

(1,199,734)

 

 

 

PAGE 7 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

6.04

Exchange differences on translating cash and cash equivalents

-

(15,252)

6.05

Increase (decrease) in cash and cash equivalents

(2,789,133)

922,513

6.05.01

Cash and equivalents at the beginning of the year

2,995,757

2,073,244

6.05.02

Cash and equivalents at the end of the year

206,624

2,995,757

 

 

 

 

 

 

 

PAGE 8 of 120

 


 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2013 to 12/31/2013

(R$ thousand)

           

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserves

Retained earnings or accumulated losses

Other comprehensive income

Shareholders’ equity

5.01

Opening balances

4,540,000

30

3,690,543

 

386,324

8,616,897

5.03

Adjusted opening balances

4,540,000

30

3,690,543

 

386,324

8,616,897

5.04

Capital transactions with shareholders

   

-560,000

-800,000

 

-1,360,000

5.04.06

Dividends

     

-610,000

 

-610,000

5.04.07

Interest on capital

     

-190,000

 

-190,000

5.04.11

Approval of additional dividends at the Annual Shareholders’ Meeting

   

-560,000

   

-560,000

5.05

Total comprehensive income

     

509,025

330,648

839,673

5.05.01

Profit for the year

     

509,025

 

509,025

5.05.02

Other comprehensive income

       

330,648

330,648

5.05.02.04

Translation adjustments for the year

       

218,927

218,927

5.05.02.07

Actuarial (losses) gains on defined benefit pension plan, net of taxes

       

64,336

64,336

5.05.02.08

Available-for-sale assets, net of taxes

       

44,084

44,084

5.05.02.10

Impairment of available-for-sale assets

       

3,301

3,301

5.06

Internal changes in shareholders' equity

   

-290,975

290,975

 

-

5.06.01

Recognition of reserves

   

25,451

-25,451

 

-

5.06.05

Reversal of statutory working capital reserve

   

-316,426

316,426

 

-

5.07

Closing balances

4,540,000

30

2,839,568

-

716,972

8,096,570

               

 

 

 

 

 

 

PAGE 9 of 120

 


 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2012 to 12/31/2012

(R$ thousand)

           

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserve

Retained earnings or accumulated losses

Other comprehensive income

Shareholders’ equity

5.01

Opening balances

1,680,947

30

7,671,620

 

-1,366,776

7,985,821

5.03

Adjusted opening balances

1,680,947

30

7,671,620

 

-1,366,776

7,985,821

5.04

Capital transactions with shareholders

2,859,053

 

-3,432,545

   

-573,492

5.04.01

Capital increases

2,859,053

 

-2,859,053

     

5.04.06

Dividends

   

-300,000

   

-300,000

5.04.07

Interest on capital

   

-560,000

   

-560,000

5.04.08

Declared interest on capital

   

560,000

   

560,000

5.04.09

Additional dividends approved at the Annual Shareholders’ Meeting

   

-273,492

   

-273,492

5.05

Total comprehensive income

     

-548,532

1,753,100

1,204,568

5.05.01

Profit for the year

     

-420,113

 

-420,113

5.05.02

Other comprehensive income

     

-128,419

1,753,100

1,624,681

5.05.02.04

Translation adjustments for the year

       

147,735

147,735

5.05.02.06

Actuarial (losses) gains on defined benefit pension plan, net of taxes

       

-22,210

-22,210

5.05.02.07

Available-for-sale assets, net of taxes

       

1,499,156

1,499,156

5.05.02.08

Reclassification of actuarial losses

     

-128,419

128,419

 

5.06

Internal changes in shareholders' equity

   

-548,532

548,532

   

5.06.04

Absorption of 2012 loss

   

-420,113

420,113

   

5.06.05

Absorption of actuarial losses

   

-128,419

128,419

   

5.07

Closing balances

4,540,000

30

3,690,543

-

386,324

8,616,897

               

 

 

 

 

 

 

 

 

PAGE 10 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Value Added

 

(R$ thousand)

   
       

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

7.01

Revenues

17,385,888

13,422,399

7.01.01

Sales of products and services

16,837,903

13,348,805

7.01.02

Other revenues

550,112

58,578

7.01.04

Allowance for (reversal of) doubtful debts

(2,127)

15,016

7.02

Raw materials acquired from third parties

(10,826,648)

(10,031,414)

7.02.01

Costs of sales and services

(9,494,642)

(7,644,242)

7.02.02

Materials, electric power, outside services and other

(1,336,872)

(1,129,547)

7.02.03

Impairment/recovery of assets

4,866

(1,257,625)

7.03

Gross value added

6,559,240

3,390,985

7.04

Retentions

(923,847)

(920,547)

7.04.01

Depreciation, amortization and depletion

(923,847)

(920,547)

7.05

Wealth created

5,635,393

2,470,438

7.06

Value added received as transfer

1,845,530

1,940,719

7.06.01

Share of profits of investees

1,502,450

1,331,593

7.06.02

Finance income

74,290

287,527

7.06.03

Other

268,790

321,599

7.07

Wealth for distribution

7,480,923

4,411,157

7.08

Wealth distributed

7,480,923

4,411,157

7.08.01

Personnel

1,119,233

926,812

7.08.01.01

Salaries and wages

890,264

696,600

7.08.01.02

Benefits

168,954

167,720

7.08.01.03

Severance pay fund (FGTS)

60,015

62,492

7.08.02

Taxes, fees and contributions

1,577,584

257,148

7.08.02.01

Federal

1,389,679

38,054

7.08.02.02

State

163,635

184,992

7.08.02.03

Municipal

24,270

34,102

7.08.03

Lenders and lessors

4,275,081

3,647,310

7.08.03.01

Interest

2,981,274

2,778,014

7.08.03.02

Leases

9,993

5,326

7.08.03.03

Other

1,283,814

863,970

7.08.04

Shareholders

509,025

(420,113)

7.08.04.01

Interest on capital

190,000

-

7.08.04.02

Dividends

610,000

-

7.08.04.03

Retained earnings (accumulated losses) for the year

(290,975)

(420,113)

 

 

 

 

PAGE 11 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Consolidated Financial Statements / Balance Sheet - Assets

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2013

First prior year

12/31/2012

Second prior year

12/31/2011

1

Total assets

50,402,539

53,283,269

50,721,167

1.01

Current assets

16,402,042

19,098,586

20,163,976

1.01.01

Cash and cash equivalents

9,995,672

11,891,821

13,440,690

1.01.03

Trade receivables

2,522,465

2,661,417

2,146,662

1.01.04

Inventories

3,160,985

3,393,193

3,518,907

1.01.08

Other current assets

722,920

1,152,155

1,057,717

1.02

Non-current assets

34,000,497

34,184,683

30,557,191

1.02.01

Long-term receivables

4,636,608

3,920,971

4,544,261

1.02.01.02

Short-term investments measured at amortized cost

30,756

116,753

139,679

1.02.01.06

Deferred taxes

2,770,527

2,177,079

1,473,739

1.02.01.09

Other non-current assets

1,835,325

1,627,139

2,930,843

1.02.02

Investments

13,487,023

10,839,787

10,017,456

1.02.03

Property, plant and equipment

14,911,426

18,519,064

15,764,495

1.02.04

Intangible assets

965,440

904,861

230,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGE 12 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Consolidated Financial Statements / Balance Sheet – Liabilities

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2013

First prior year

12/31/2012

Second prior year

12/31/2011

2

Total liabilities

50,402,539

53,283,269

50,721,167

2.01

Current liabilities

5,564,230

6,550,899

6,390,148

2.01.01

Payroll and related taxes

208,921

184,963

164,942

2.01.02

Trade payables

1,102,037

2,025,461

1,102,600

2.01.03

Taxes payable

304,095

272,766

318,315

2.01.04

Borrowings and financing

2,642,807

2,169,122

2,598,045

2.01.05

Other payables

972,851

1,582,040

1,939,199

2.01.06

Provisions

333,519

316,547

267,047

2.01.06.01

Provision for tax, social security, labor and civil risks

333,519

316,547

258,914

2.01.06.02

Other provisions

-

 

8,133

2.02

Non-current liabilities

36,769,250

37,724,857

35,913,849

2.02.01

Borrowings and financing

25,103,623

27,135,582

24,551,642

2.02.02

Other payables

10,061,571

9,009,049

10,210,273

2.02.03

Deferred taxes

268,833

238,241

19,763

2.02.04

Provisions

1,335,223

1,341,985

1,132,171

2.02.04.01

Provision for tax, social security, labor and civil risks

479,664

371,697

346,285

2.02.04.02

Other provisions

855,559

970,288

785,886

2.02.04.02.03

Provision for environmental liabilities and decommissioning of assets

370,454

565,591

469,050

2.02.04.02.04

Pension and healthcare plan

485,105

404,697

316,836

2.03

Shareholders’ equity

8,069,059

9,007,513

8,417,170

2.03.01

Issued capital

4,540,000

4,540,000

1,680,947

2.03.02

Capital reserves

30

30

30

2.03.04

Earnings reserves

2,839,568

3,690,543

7,671,620

2.03.04.01

Legal reserve

361,641

336,190

336,190

2.03.04.02

Statutory reserve

2,477,927

2,794,353

5,717,390

2.03.04.08

Additional dividends proposed

-

560,000

273,492

2.03.04.11

Investment reserve

-

-

1,344,548

2.03.08

Other comprehensive income

716,972

386,324

(1,366,776)

2.03.09

Non-controlling interests

(27,511)

390,616

431,349

         

 

 

 

 

 

 

 

PAGE 13 of 120

 


 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Statements of Income

 

 

(R$ thousand)

 

 

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

3.01

Net revenue from sales and/or services

17,312,432

15,228,589

3.02

Cost of sales and/or services

(12,422,706)

(11,258,667)

3.03

Gross profit

4,889,726

3,969,922

3.04

Operating expenses/income

(1,769,972)

(3,251,353)

3.04.01

Selling expenses

(874,875)

(773,488)

3.04.02

General and administrative expenses

(485,090)

(467,920)

3.04.04

Other operating income

566,063

110,901

3.04.05

Other operating expenses

(1,134,208)

(2,762,282)

3.04.06

Share of profits of investees

158,138

641,436

3.05

Profit before finance income (costs) and taxes

3,119,754

718,569

3.06

Finance income (costs)

(2,511,599)

(2,151,351)

3.06.01

Finance income

171,984

391,844

3.06.02

Finance costs

(2,683,583)

(2,543,195)

3.06.02.01

Net exchange gains on financial instruments

56,157

4,490

3.06.02.02

Finance costs

(2,739,740)

(2,547,685)

3.07

Profit (loss) before taxes on income

608,155

(1,432,782)

3.08

Income tax and social contribution

(74,161)

952,208

3.09

Profit (loss) from continuing operations

533,994

(480,574)

3.11

Consolidated profit (loss) for the year

533,994

(480,574)

3.11.01

Attributed to owners of the Company

509,025

(420,113)

3.11.02

Attributed to non-controlling interests

24,969

(60,461)

3.99

Earnings per share - (R$/share)

 

 

3.99.01

Basic earnings per share

 

 

3.99.01.01

Common shares

0,34913

(0,28815)

3.99.02

Diluted earnings per share

 

 

3.99.02.01

Common shares

0,34913

(0,28815)

 

 

 

 

 

PAGE 14 of 120

 


 

 

 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Statement of Comprehensive Income

 

(R$ thousand)

 

 

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

4.01

Consolidated profit for the year

533,994

(480,574)

4.02

Other comprehensive income

330,648

1,753,100

4.02.01

Translation adjustments for the year

218,927

147,735

4.02.02

Actuarial (losses) gains on defined benefit pension plan, net of taxes

64,336

106,209

4.02.03

Available-for-sale assets, net of taxes

44,084

(8,329)

4.02.05

Impairment of available-for-sale assets, net of taxes

3,301

1,507,485

4.03

Consolidated comprehensive income for the year

864,642

1,272,526

4.03.01

Attributed to owners of the Company

839,673

1,332,987

4.03.02

Attributed to non-controlling interests

24,969

(60,461)

       

 

 

 

 

 

 

 

 

 

 

 

PAGE 15 of 120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

6.01

Net cash generated by operating activities

2,198,079

2,528,973

6.01.01

Cash generated from operations

4,147,256

4,208,865

6.01.01.01

Profit (loss) for the year attributable to owners of the Company

509,025

(420,113)

6.01.01.02

Profit (loss) for the year attributable to non-controlling interests

24,969

(60,461)

6.01.01.03

Charges on borrowings and financing

2,233,500

2,203,057

6.01.01.04

Depreciation, depletion and amortization

1,155,593

1,100,472

6.01.01.05

Share of profits (losses) of investees

(158,138)

(641,436)

6.01.01.06

Deferred income tax and social contribution

(1,216,594)

(1,274,207)

6.01.01.07

Provision for tax, social security, labor, civil and environmental risks

97,371

232,308

6.01.01.08

Inflation adjustment and exchange differences, net

1,638,653

1,010,237

6.01.01.09

Gain on derivative transactions

25,597

13,739

6.01.01.10

Impairment of available-for-sale security

5,002

2,022,793

6.01.01.11

Residual value of permanent assets written off

31,660

9,759

6.01.01.13

Provision for actuarial liabilities

13,488

(30,655)

6.01.01.14

Impairment loss adjustment

48,469

-

6.01.01.15

Gain on loss of control over Transnordestina

(473,899)

-

6.01.01.16

Impairment of the Transnordestina old railway system

216,446

-

6.01.01.17

Other provisions

(3,886)

43,372

6.01.02

Changes in assets and liabilities

(1,949,177)

(1,679,892)

6.01.02.01

Trade receivables - third parties

(225,028)

55,349

6.01.02.02

Trade receivables - related parties

(62,795)

(318,080)

6.01.02.03

Inventories

259,301

164,755

6.01.02.04

Receivables from related parties

(54,931)

(4,393)

6.01.02.05

Recoverable taxes

486,787

172,402

6.01.02.06

Judicial deposits

5,821

32,595

6.01.02.07

Dividends received from related parties

324,180

247,403

6.01.02.08

Trade payables

(841,157)

727,337

6.01.02.09

Payroll and related taxes

148,556

(110,999)

6.01.02.10

Taxes in installments - REFIS

446,443

(125,896)

6.01.02.12

Payables to related parties

(3,063)

-

6.01.02.14

Interest paid

(2,376,537)

(2,447,407)

6.01.02.15

Interest on swaps paid

(4,617)

(39,040)

6.01.02.17

Other

(52,137)

(33,918)

6.02

Net cash used in investing activities

(2,245,806)

(3,102,210)

6.02.01

Investments

(5,131)

(166,915)

6.02.02

Purchase of property, plant and equipment

(2,489,569)

(2,736,452)

6.02.03

Cash from merger of subsidiaries

-

14,880

6.02.07

Receipt/payment in derivative transactions

426,328

65,931

6.02.08

Acquisition of subsidiaries

-

(301,192)

6.02.09

Purchase of intangible assets

(635)

(1,388)

6.02.10

Cash and cash equivalents on the loss of control over Transnordestina

(146,475)

-

6.02.11

Short-term investment, net of redeemed amount

(30,324)

22,926

6.03

Net cash used in financing activities

(1,881,419)

(855,779)

6.03.01

Borrowings and financing raised

1,697,363

3,520,263

6.03.02

Repayment of borrowings

(1,923,703)

(2,429,046)

 

 

 

PAGE 16 of 120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

6.03.03

Repayments of principal - acquisition of subsidiaries

-

(803,456)

6.03.04

Dividends and interest on capital paid

(1,660,503)

(1,199,734)

6.03.05

Capital contribution by non-controlling shareholders

5,424

56,194

6.04

Exchange differences on translating cash and cash equivalents

32,997

(119,853)

6.05

Increase (decrease) in cash and cash equivalents

(1,896,149)

(1,548,869)

6.05.01

Cash and equivalents at the beginning of the year

11,891,821

13,440,690

6.05.02

Cash and equivalents at the end of the year

9,995,672

11,891,821

 

 

 

 

 

 

 

 

PAGE 17 of 120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

Consolidated Financial Statements / Statement of Changes in Equity - 1/1/2013 to 12/31/2013

 

 

(R$ thousand)

           

 

 

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserve

Retained earnings (accumulated losses)

Other comprehensive income

Shareholders' equity

Non-controlling interests

Consolidated shareholders' equity

5.01

Opening balances

4,540,000

30

3,690,543

 

386,324

8,616,897

390,616

9,007,513

5.03

Adjusted opening balances

4,540,000

30

3,690,543

 

386,324

8,616,897

390,616

9,007,513

5.04

Capital transactions with shareholders

   

-560,000

-800,000

 

-1,360,000

 

-1,360,000

5.04.06

Dividends

     

-610,000

 

-610,000

 

-610,000

5.04.07

Interest on capital

     

-190,000

 

-190,000

 

-190,000

5.04.11

Approval of additional dividends at the Annual Shareholders’ Meeting

   

-560,000

   

-560,000

 

-560,000

5.05

Total comprehensive income

     

509,025

330,648

839,673

24,969

864,642

5.05.01

Profit for the year

     

509,025

 

509,025

24,969

533,994

5.05.02

Other comprehensive income

       

330,648

330,648

 

330,648

5.05.02.04

Translation adjustments for the year

       

218,927

218,927

 

218,927

5.05.02.07

Actuarial (losses) gains on defined benefit pension plan, net of taxes

       

64,336

64,336

 

64,336

5.05.02.08

Available-for-sale assets, net of taxes

       

44,084

44,084

 

44,084

5.05.02.10

Impairment of available-for-sale assets

       

3,301

3,301

 

3,301

5.06

Internal changes in shareholders' equity

   

-290,975

290,975

   

-443,096

-443,096

5.06.01

Recognition of reserves

   

25,451

-25,451

   

 

 

5.06.04

Reversal of statutory working capital reserve

   

-316,426

316,426

   

 

 

5.06.05

Non-controlling interests in subsidiaries

           

-443,096

-443,096

5.07

Closing balances

4,540,000

30

2,839,568

0

716,972

8,096,570

-27,511

8,069,059

                   

 

 

 

 

 

 

 

PAGE 18 of 120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Consolidated Financial Statements / Statement of Changes in Equity - 1/1/2012 to 12/31/2012

 

 

(R$ thousand)

           

 

 

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserve

Retained earnings/

(accumulated losses)

Other compre-hensive income

Shareholders´ Equity

Non-controlling interests

Consolidated shareholders' equity

5.01

Opening balances

1,680,947

30

7,671,620

 

-1,366,776

7,985,821

431,349

8,417,170

5.03

Adjusted opening balances

1,680,947

30

7,671,620

 

-1,366,776

7,985,821

431,349

8,417,170

5.04

Capital transactions with shareholders

2,859,053

 

-3,432,545

   

-573,492

 

-573,492

5.04.01

Capital increases

2,859,053

 

-2,859,053

     

 

0

5.04.06

Dividends

   

-300,000

   

-300,000

 

-300,000

5.04.07

Interest on capital

   

-560,000

   

-560,000

 

-560,000

5.04.08

Declared interest on capital

   

560,000

   

560,000

 

560,000

5.04.09

Additional dividends approved at the Annual Shareholders’ Meeting

   

-273,492

   

-273,492

 

-273,492

5.05

Total comprehensive income

     

-548,532

1,753,100

1,204,568

-60,461

1,144,107

5.05.01

Profit for the year

     

-420,113

 

-420,113

-60,461

-480,574

5.05.02

Other comprehensive income

     

-128,419

1,753,100

1,624,681

 

1,624,681

5.05.02.04

Translation adjustments for the year

       

147,735

147,735

 

147,735

5.05.02.06

Actuarial (losses) gains on defined benefit pension plan, net of taxes

       

-22,210

-22,210

 

-22,210

5.05.02.07

Available-for-sale assets, net of taxes

       

1,499,156

1,499,156

 

1,499,156

5.05.02.09

Reclassification of actuarial losses

     

-128,419

128,419

 

 

0

5.06

Internal changes in shareholders' equity

   

-548,532

548,532

   

19,728

19,728

5.06.04

Absorption of 2012 loss

   

-420,113

420,113

   

 

0

5.06.05

Absorption of actuarial losses

   

-128,419

128,419

   

 

0

5.06.06

Non-controlling interests in subsidiaries

           

19,728

19,728

5.07

Closing balances

4,540,000

30

3,690,543

0

386,324

8,616,897

390,616

9,007,513

                   

 

 

 

 

 

 

 

PAGE 19 of 120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Statement of Value Added

(R$ thousand)

   

Code

Description

Current Year

1/1/2013 to 12/31/2013

First Prior Year

01/01/2012 to 12/31/201

7.01

Revenues

20,914,567

18,317,816

7.01.01

Sales of products and services

20,572,836

18,243,207

7.01.02

Other revenues

344,371

61,202

7.01.04

Allowance for (reversal of) doubtful debts

(2,640)

13,407

7.02

Raw materials acquired from third parties

(13,417,176)

(14,095,311)

7.02.01

Costs of sales and services

(11,353,061)

(10,162,852)

7.02.02

Materials, electric power, outside services and other

(2,082,205)

(1,883,786)

7.02.03

Impairment/recovery of assets

18,090

(2,048,673)

7.03

Gross value added

7,497,391

4,222,505

7.04

Retentions

(1,155,593)

(1,100,472)

7.04.01

Depreciation, amortization and depletion

(1,155,593)

(1,100,472)

7.05

Wealth created

6,341,798

3,122,033

7.06

Value added received as transfer

3,570,647

2,616,317

7.06.01

Share of profits of investees

158,138

641,436

7.06.02

Finance income

171,984

391,844

7.06.03

Other

3,240,525

1,583,037

7.07

Wealth for distribution

9,912,445

5,738,350

7.08

Wealth distributed

9,912,445

5,738,350

7.08.01

Personnel

1,537,985

1,315,389

7.08.01.01

Salaries and wages

1,256,728

1,037,792

7.08.01.02

Benefits

210,202

204,866

7.08.01.03

Severance pay fund (FGTS)

71,055

72,731

7.08.02

Taxes, fees and contributions

1,917,542

772,588

7.08.02.01

Federal

1,485,593

344,776

7.08.02.02

State

395,661

384,366

7.08.02.03

Municipal

36,288

43,446

7.08.03

Lenders and lessors

5,922,924

4,130,947

7.08.03.01

Interest

2,742,607

2,551,444

7.08.03.02

Leases

15,883

9,770

7.08.03.03

Other

3,164,434

1,569,733

7.08.04

Shareholders

533,994

(480,574)

7.08.04.01

Interest on capital

190,000

-

7.08.04.02

Dividends

610,000

-

7.08.04.03

Retained earnings (accumulated losses) for the year

(290,975)

(420,113)

7.08.04.04

Non-controlling interests in retained earnings

24,969

(60,461)

 

 

     

 

 

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2013 MANAGEMENT REPORT

 

 

 

1-     MESSAGE FROM MANAGEMENT  

 

Times of global economic turbulence are particularly challenging. But they also create opportunities for those who can glimpse them – it’s just a question of looking on the bright side. And that is how CSN advances: believing and investing in Brazil.

 

In 2013, the Company played a major role in building the stadiums for Brazil’s World Cup, supplying the steel for the new arenas. The year also saw the start-up of the new long steel plant in Volta Redonda (RJ), which will allow the Company to expand its product portfolio and increase sales to markets with good prospects in the coming years, such as construction. For a company that in 70 years of operations has built a reputation for quality and excellence in the manufacture of flat steel for the auto and home appliance industries, it is a challenge to strengthen its long steel portfolio through production in Brazil and begin to compete in this fragmented market. There will also be synergies with the upturn in cement production, another area in which CSN is expanding its operations.  

 

The positive results in 2013 show that the Company’s strategy of focusing on a constant increase in productivity and efficiency was correct. Consolidated net revenue totaled R$17.3 billion, a new record, while net revenue from steel operations came to R$12.4 billion. Sales volume amounted to 6.1 million tonnes, 5% more than in 2012, while domestic sales volume totaled 4.7 million tonnes of flat steel, also a new record.

 

The Company invested R$2.8 billion in 2013, preparing the ground for new production and sales records in the years ahead. In the mining sector alone, one of the most prosperous and profitable, CSN invested around R$700 million.

 

It is this unshakable belief in the potential of Brazil and the Brazilians that drives CSN, whether through construction of the Transnordestina railway, which will bring development to the Northeast backlands and change the lives of thousands, or through the expansion of mining activities, generating more wealth for the country. Efficiency and profitability, respect for the environment and integration with our surrounding communities are permanent values of the Company. We are proud of what we do and we will continue to do what we have always done – producing more and performing better.

 

 

Benjamin Steinbruch

Chairman of the Board of Directors

 

 

 

 

 

 

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2-     THE COMPANY

 

CSN is a highly integrated company, with interests in steel, mining, cement, logistics and energy.

 

It operates throughout the entire steel production chain, from the mining of iron ore to the production and sale of a diversified range of high value-added steel products. Thanks to its integrated production system and exemplary management, CSN’s production costs are among the lowest in the global steel sector.

 

In 2013, CSN sold 6.1 million tonnes of steel, 5% up on 2012 and a new record, mostly fueled by domestic sales, which totaled 4.7 million tonnes.

 

The wholly owned mine, Casa de Pedra, located in Congonhas, Minas Gerais, supplies the Company with the high-quality iron ore needed to produce steel. With proven and probable reserves of 1.4 billion tonnes, its current production capacity is 21 million tonnes per year.

 

Together with its jointly-owned subsidiary NAMISA, CSN has been selling iron ore on the seaborne market since 2007. It also runs two port terminals in Itaguaí (RJ): Tecar, from where iron ore is shipped to the seaborne market, and a container terminal, Sepetiba Tecon. With the Casa de Pedra mine, CSN has been consolidating its position as an important player in the seaborne market and is currently, in conjunction with NAMISA, Brazil’s second-largest producer. Most iron ore exports goes to Asia, Europe and the Middle East.

 

The complementary nature of the steel and cement industries led CSN to enter the cement market in 2009, adding value to the slag generated by crude steel production.

 

In addition to the limestone used to produce steel at the Presidente Vargas Steelworks, in Volta Redonda, as of 2011 the Arcos mine, in Minas Gerais, began supplying non-steel limestone for the production of clinker, one of the main inputs for cement production. As a result, CSN’s operations have become even more integrated through verticalization, thereby enhancing competitiveness and profitability.

 

The Company is also one of Brazil’s largest industrial electricity consumers but has sufficient generation assets to ensure its self-sufficiency. In order to increase its current generating capacity of 425 MW, it is concluding the installation of a 21 MW top turbine in the Presidente Vargas Steelworks.

 

 

3- OUTLOOK, STRATEGY AND INVESTMENTS

 

CSN has been investing in modernizing its facilities in its five highly-integrated segments, as well as expanding production capacity, always seeking to maximize returns for its shareholders. In addition to investing in organic growth projects, it also analyzes opportunities for acquisitions and strategic alliances, both in Brazil and abroad

 

3.1- STEEL

 

The Presidente Vargas Steelworks is CSN’s most important unit, with an installed crude steel production capacity of 5.6 million tonnes per year. In 2013, it produced 4.5 million tonnes of crude steel, while the rolled steel production reached 4.6 million tonnes.

 

The Company has been diversifying its steel activities, entering the long steel segment through the construction of a plant in Volta Redonda, which will produce 500,000 tonnes per year, including rebar and wire rods.

 

It also has three subsidiaries abroad, CSN LLC, located in Terre Haute, Indiana, U.S.A., which operates in the flat steel segment, with cold-rolling and galvanizing units; Lusosider, in Paio Pires, Portugal, which produces coated rolled steel; and SWT, in Unterwellenborn, Germany, with an annual production capacity of 1 million tonnes of steel profiles for civil and industrial construction.

 

 

 

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3.2- MINING

 

CSN is Brazil’s second largest iron ore exporter. In 2013, finished iron ore product sales from the Casa de Pedra and NAMISA mines totaled 25.7 million tonnes. The Company also produced 5.7 million tonnes of iron ore for its own consumption.

 

Additionally, in a first expansion phase, CSN is planning to increase Casa de Pedra’s production capacity to 40 million tonnes per year, while . Tecar, the Company’s terminal in the Port of Itaguaí, reached an iron ore shipment capacity of 45 million tonnes in 2013.

 

3.3- CEMENT

 

In 2009, CSN implanted its first cement grinding plant in Volta Redonda, with an annual capacity of 2.4 million tonnes. In 2013, the unit produced and sold approximately 2.0 million tonnes of cement.

 

The Company also intends to expand its cement production capacity to 5.4 million tonnes per year. The additional 3.0 million tonnes will come from a plant that will be integrated with a grinding unit and clinker furnace in Arcos, where the Company already operates a clinker furnace, using limestone from its own mine.

 

3.4 – LOGISTICS

 

Ports

 

Sepetiba Tecon, managed by CSN, is a cargo hub port and one of the biggest container terminals in Rio de Janeiro and one of the largest in its segment in Brazil.

 

In order to expand the terminal, the Company has been investing in infrastructure, including the acquisition of new equipment and the equalization of Berth 301. This project will transform Berth 301 into a continuous quay, allowing it to handle several large vessels simultaneously, thereby raising capacity to more than 600,000 TEUs1 per year.

1 TEU (Twenty‐Foot Equivalent Unit) - transportation unit equivalent to a standard 20-feet intermodal container

 

Railways

 

CSN retains an interest in three rail companies: MRS Logística, Transnordestina Logística S.A. and FTL (Ferrovia Transnordestina Logística).

 

MRS

 

CSN holds, directly and indirectly, a 33.27% voting-capital interest in MRS Logística, which operates the former Southeastern Network of the Federal Railways (RFFSA), in the Rio de Janeiro - São Paulo - Belo Horizonte corridor. MRS’ rail services play a vital role in supplying the Presidente Vargas Steelworks with raw materials, such as iron ore, coke and coal. It also transports all the iron ore for export, as well as some of CSN’s steel and cement output.

 

Transnordestina Logística S.A. (TLSA)

 

With the support of the federal government, TLSA is building Nova Transnordestina, a 1,728 km-long railway connecting the rail terminal in Eliseu Martins (PI) to the Ports of Suape (PE) and Pecém (CE), crossing several cities in the states of Piauí, Pernambuco and Ceará. The railway’s projected annual operating capacity of 30 million tonnes will play a crucial role in the development of the Northeast and provide logistical support for the region's economic expansion in the oil and by-product, grain, mining and agricultural sectors, among others. At the close of 2013, CSN held 77.3% of TLSA.

 

 

 

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Ferrovia Transnordestina Logística S.A (FTL)

 

CSN retains 88.41% of FTL, which operates the former Northeastern network of the RFFSA. The railway  crosses the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas, with a total extension of 4,534 km and a current operating capacity of around 2 million tonnes per year. Its main cargo includes fuel, cement, aluminum, ore, among others.

 

 

4- MAIN CORPORATE EVENTS

 

Spin-off of Transnordestina

 

On December 27, 2013, the Company approved the partial spin-off of TLSA with the merger of the spun-off portion by FTL. The operation was part of a proposed business reorganization and resulted in the segregation, by FTL, of almost all the assets associated with Network I, which comprises the stretches of track between São Luís and Mucuripe, Arrojado and Recife, Itabaiana and Cabedelo, Recife and Macau, and Propriá and Jorge Lins. TLSA retained the assets and liabilities associated with Network II which comprises the stretches between Missão Velha and Salgueiro, Salgueiro and Trindade, Trindade and Eliseu Martins, Salgueiro and Porto de Suape and Missão Velha and Porto de Pecém.

 

As a result of the partial spin-off of TLSA and the consequent entry into effect of the new shareholders’ agreement, control of TLSA began to be shared with certain public shareholders, who had veto rights over certain important corporate decisions. Consequently, CSN ceased to consolidate TLSA and began recognizing it in accordance with the equity accounting method. TLSA assumed all the costs and expenses associated with the spin-off, totaling approximately R$8.7 million, including expenses with publications, auditors, appraisers, lawyers and other professional specialists hired to assist with the operation.

 

Partial Spin-off of Prada and CSN Cimentos and Merger of Florestal Nacional

 

On September 30, 2013, the Company approved the partial spin-off of two of its subsidiaries, Companhia Metalúrgica Prada and CSN Cimentos S.A., with the merger, by CSN, of the respective spun-off net assets. On the same date, CSN also merged its subsidiary Florestal Nacional S.A., succeeding it in all its rights and obligations. These corporate operations, in addition to bringing economic benefits, will optimize the processes and maximize the results of all the companies involved, concentrating, in a single organizational structure, certain activities and shareholding interests. CSN assumed all the corresponding costs and expenses, totaling around R$100,000, including expenses with lawyers, appraisers, advisors and publications.

 

 

5- CORPORATE GOVERNANCE

 

Investor Relations

 

In 2013 CSN continued to expand its communications with the capital market, improving investors’ perception of its basic fundamentals and helping reduce funding costs. To this end, the Company took part in around 250 meetings and conference calls, involving more than 500 analysts and investors.

 

Capital Stock

 

CSN is controlled by Vicunha Siderurgia S.A. and Rio Iaco Participações S.A., which retain 47.86% and 3.99% of the Company’s total capital, respectively. Management is exercised by the Board of Directors and Board of Executive Officers.

 
 

 

 

 

 


 

 

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§  All of CSN’s shares are common shares, each share representing one vote at Shareholder's Meetings;

§  More than 46% of CSN’s shares are traded on stock markets, mainly the BOVESPA and the NYSE.

 

Annual Shareholders’ Meeting

 

The Annual Shareholders’ Meeting, the Company’s sovereign body, meets once a year, in accordance with the prevailing legislation, to elect the members of the Board of Directors, examine management’s accounts and the financial statements, and decide on the allocation of annual net income and the payment of dividends, among other matters. Whenever necessary, Extraordinary Shareholders’ Meetings may be called to decide on specific issues that are not within the normal scope of the Annual Meeting.

 

 

Board of Directors

 

The Board of Directors comprises up to eleven members, who meet on a routine basis on the dates established by the annual calendar approved by it and on an extraordinary basis whenever necessary. Members are elected for a one-year term of office, re-election being permitted. The current Board of Directors is composed of seven members.

 

Its responsibilities include defining and monitoring the Company’s policies and strategies, overseeing the activities of the Board of Executive Officers and deciding on relevant matters involving the Company’s businesses and operations. It is also responsible for electing and removing the executive officers and may, if necessary, constitute special advisory committees to help in the execution of its duties

 

 

Board of Executive Officers

 

The Board of Executive Officers is responsible for managing and administering the Company's business, always in line with the guidelines and resolutions of the Board of Directors and the Annual Shareholders’ Meeting. It currently comprises four officers, including the Chief Executive Officer, who meet whenever called to do so by the CEO or two other officers. Each officer is responsible for conducting the operations of his or her respective area. Officers are elected for a two-year term, re-election being permitted.

 

 

 

 

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Audit Committee

 

The Audit Committee has autonomy to make decisions on all matters concerning Sections 301 and 407 of the Sarbanes-Oxley Act. Its main responsibilities include evaluating, analyzing and making recommendations to the Board of Directors on matters concerning the indication, hiring and compensation of the external auditors, as well as accompanying the internal and external audits. In regard to the hiring of external auditors, special procedures are adopted to ensure that there are no conflicts of interest, dependence or loss of objectivity on the part of the auditors in their relations with the Company.

 

Internal Audit

 

CSN maintains an internal audit department, which acts independently within the organization to assist and communicate material facts to the Board of Directors, the Audit Committee and the Board of Executive Officers. It is responsible for ensuring the appropriate allocation of resources and protecting the assets of the CSN Group companies, providing support for compliance with the planned results, upgrading processes and internal controls in order to enhance financial and operating performance, as well as preventing the risk of losses or fraud and, consequently, any damage to CSN’s corporate image. The Company also provides several communication channels through which employees, clients, suppliers and third parties can report unlawful acts and irregularities that may affect the financial statements of CSN and its subsidiaries.

 

Independent Auditors 

 

The independent auditors, Deloitte Touche Tohmatsu Auditores Independentes, who provided auditing services to CSN and its subsidiaries in 2013, were also hired to perform services in addition to those related to the audit of the financial statements. It is the belief of both the Company and its independent auditors that these services, do not affect the latter’s independence.

 

Audit fees

Refers to the audit of the annual financial statements and the review of the Company’s quarterly reports.

 

Audit-related fees

Refers to the diligence procedures and the preparation and issue of comfort letters for proposed issues of securities by the Company’s subsidiaries abroad.

 

 

Amounts related to services provided by the Company’s auditors

(R$ ‘000)

Audit fees

3,399

Audit-related fees

767

Total

4,167

 

 

Services additional to the examination of the financial statements are submitted for prior approval to the Audit Committee in order to ensure that, based on the pertinent legislation, they do not represent a conflict of interest or jeopardize the auditors’ independence or objectivity.

 

In accordance with CVM Instruction 480/09, on February 27, 2014, the Board of Executive Officers declared that they had discussed, reviewed, and were in full agreement with the opinions expressed in the independent auditors’ report and with the financial statements for the fiscal year ended December 31, 2013.

 

Sarbanes-Oxley Act

 

The Company maintains a Corporate Risk Management area, whose main responsibilities include mapping and evaluating, in conjunction with the process managers, all the internal controls needed to mitigate risks inherent to the Company’s operations that may impact its financial statements, as well as ensuring compliance with laws, regulations and internal policies, through the existing structure of internal controls. It is also responsible for reporting the results of this evaluation to senior management and the Audit Committee, as well as monitoring the action plans drawn up to remedy any deficiencies identified in the processes.

 

 

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The Internal Audit area, which reports to the Board of Directors, is also responsible for monitoring the internal controls through the implementation of independent tests.

 

The Company is in the final stage of certification of its internal controls related to the 2013 Consolidated Financial Statements, in compliance with Section 404 of the Sarbanes-Oxley Act (SOX).

 

In 2013, tests were carried out to evaluate the effectiveness of internal controls in CSN (Presidente Vargas Steelworks, Casa de Pedra mine and CSN Porto Real), Namisa, CSN Cimentos, Transnordestina Logística S.A. - TLSA and Stahlwerk Thüringen GmbH - SWT, all of which are considered significant for SOX certification.

 

Code of Ethics

 

The CSN companies maintain a Code of Ethics, whose objective is to establish guidelines governing the personal and professional conduct expected in relations with employees, clients, shareholders, suppliers, communities, competitors and the environment.

 

The code is delivered to members of staff during the corporate integration training course and is used as a declaration of conduct in the company and of the commitments assumed. Its content is in the public domain and is available at www.csn.com.br

 

One issue that has been a permanent feature of the Code since its inception is the rules governing “Trading in the Company’s Shares”, based on CVM Instruction 358/2002.

 

Disclosure of Material Acts and Facts

 

CSN maintains a Material Act or Fact Disclosure Policy, which determines that all such disclosures must contain information that is accurate, appropriate, transparent and timely, in accordance with CVM Instruction 358/2002 and Section 409 of the Sarbanes-Oxley Act – Real Time Issuer Disclosure. All material acts or facts are disclosed in the markets in Brazil (BOVESPA) and the United States (NYSE) where the Company’s shares are traded.

 

 

6- INNOVATION

 

Aiming to meet new market demands and the expectations of its clients, CSN has been investing in the research and development of new products. The main projects are listed below:

 

·         High-strength dual-phase steel for vehicle bodies whose demand will be fueled by the Brazilian government’s INOVAR-AUTO program;

·         Galvanized steel for hot stamping (press hardenable steel), increasing the Company’s competitiveness in the automotive market.

·         IF (interstitial free) long steel for wire rods.

 

2013 saw the consolidation of certain products developed recently by CSN, including a new type of hot-rolled steel for the construction industry, high-strength galvanized steels for the automotive sector and specially-developed sheets for aerosol cans.

 

 

 

 

 

 

 

 

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7- PEOPLE

 

CSN’s Human Resources management model is based on five pillars – Attract; Align and Engage; Evaluate; Develop; Recognize and Reward – and invests in projects aimed at professional development and improvement, thereby contributing to the growth of the organization and its people. CSN closed 2013 with around 22,000 employees and a turnover rate of 14.0%, one of the lowest in the industrial sector.

 

Throughout the year, a series of HR programs were consolidated. The School for Leaders – Leadership Development Program – held the third and fourth modules for managers (Leader Manager and Leader Coach, respectively), as well as the Organizational Culture Alignment Module for newly-admitted or promoted managers, for around 90 executives and 360 coordinators and supervisors.

 

The Company also invests in training programs for youngsters. In 2013, 450 interns took part, while the Capacitar program, geared towards high school graduates aged between 18 and 24, had 267 participants.

 

It is also worth mentioning the implantation in 2013 of a new HR management system, the HCM – Human Capital Management SAP system, which links all the HR subsystems with all the other group companies in Brazil and is designed to standardize HR practices and permit the integrated management of the organization’s other procedures.

 

 

8- SOCIAL RESPONSIBILITY

 

CSN’s social responsibility projects were created to value the potential of each region where it operates and their respective communities, in partnership with local government and society. In 2013, it invested R$13.6 million in the educational, cultural, sporting and health areas through CSN Foundation initiatives and through projects developed by external institutions, using tax incentive mechanisms.

 

The CSN Foundation’s cultural and educational initiatives are epitomized by the Garoto Cidadão (Kid Citizen) project, which provides extracurricular social and cultural activities for more than two thousand socially vulnerable children and teenagers, In addition, young film makers produced four documentaries through the Histórias que Ficam (Stories that Last) program. which have already won 12 prizes at various festivals.

 

The Foundation maintains two technical schools in Volta Redonda and Congonhas, which had more than 1,300 students in 2013, around 400 of whom on scholarships, while the Bela Vista Hotel-School offers aspiring youngsters 176 places per year for courses in hotel management, providing professional qualification in various service areas.

 

The Company’s sponsorships included the show “Villa Lobos Superstar”, initiatives in conjunction with the São Paulo Museum of Modern Art, the development of individual athletes and various other sports projects.

 

CSN also sponsors projects developed by institutions registered with the Municipal Councils for Children and Teenagers’ Rights and supports the initiatives of the Barretos Cancer Hospital through the National Cancer Awareness  Program.

 

 

9- ENVIRONMENTAL RESPONSIBILITY

 

Fully committed to developing its activities in a sustainable manner, CSN invests continuously in environmental management and in maintaining relations with its surrounding communities. Most of its operations have received ISO 14001 environmental certification and all its environmental controls are audited for compliance with the Sarbanes-Oxley Act (SOX), thereby helping reduce the environmental risk of its activities.

 

The Company prioritizes the rational use of natural resources, developing, operating and maintaining improvement projects and initiatives for increasing the volume of recirculated water, as well as reusing most of the waste generated by its operations.

 

 

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It has been compiling an inventory of its greenhouse gas emissions since 2010, establishing a strategy based on carbon management and risk mitigation. It is also a member of the Climate Forum group of companies, organized by the Ethos Institute for Social Responsibility to discuss issues associated with the Carbon Disclosure Project (CDP).

 

It has also been mapping its stakeholders and the social, economic and environmental indicators of all its operations in line with Global Reporting Initiative guidelines, permitting an objective diagnosis of its social and environmental performance. 

 

CSN has also initiated environmental education projects with an emphasis on issues related to historical and natural heritage, as well as living with mining activities, using art as an instrument for dialogue between the Company’s employees and teachers and students in the public school network.

 

The 2013 highlight was the conclusion of the Novo Plataforma planned neighborhood in Congonhas (MG), a model project with 94 houses and complete infrastructure, improving the quality of life of the local population.

 

 

10- DISCLAIMER

 

Certain of the statements contained herein are forward-looking statements and projections, which express or imply results, performance or events that are expected in the future. Actual results, performance or events may differ materially from those expressed or implied by the forward-looking statements as a result of several factors, including general and economic conditions in Brazil and in other countries, interest rate and exchange rate levels, future renegotiations and prepayment of foreign-currency liabilities or loans, protectionist measures in Brazil, the United States and other countries, changes in laws and regulations and general competitive factors (on a regional, national or global basis).

 

CSN’s financial information presented herein is in accordance with international financial reporting standards (IFRS) issued by the International Accounting Standards Board (IASB), and with the accounting practices adopted in Brazil. Non-financial information, as well as other operating information, has not been audited by the independent auditors.

 

 

 

 

 

 

 

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 (Expressed in thousands of reais – R$, unless otherwise stated)

 

1.     DESCRIPTION OF BUSINESS

 

Companhia Siderúrgica Nacional “CSN”, also referred to as the Company or Parent Company, is a publicly-held company incorporated on April 9, 1941, under the laws of the Federative Republic of Brazil (Companhia Siderúrgica Nacional, its subsidiaries, associates and jointly controlled entities collectively referred to herein as the "Group”). The Company’s registered office is located in São Paulo, SP, Brazil.

                                                                 

CSN has shares listed on the São Paulo Stock Exchange (BM&F BOVESPA) and the New York Stock Exchange (NYSE). Accordingly, it reports its information to the Brazilian Securities Commission (CVM) and the U.S. Securities and Exchange Commission (SEC).

 

The Group's main operating activities are divided into five (5) operating segments as follows:

 

·       Steel: 

 

The Company’s main industrial facility is the Presidente Vargas Steel Mill (“UPV”), located in the city of Volta Redonda, State of Rio de Janeiro. This segment consolidates the operations related to the production, distribution and sale of flat steel, long steel, metallic containers and galvanized steel. In addition to the facilities in Brazil, CSN has operations in the United States, Portugal and Germany aimed at gaining markets and performing excellent services for final consumers. Its steels are used in the home appliances, civil construction and automobile industries. 

 

·       Mining: 

 

The production of iron ore is developed in the city of Congonhas, in the State of Minas Gerais. It further mines tin in the State of Rondônia to supply the needs of UPV, with the excess of these raw materials being sold to subsidiaries and third parties. CSN holds the concession to operate TECAR, a solid bulk terminal, one of the 4 (four) terminals that comprise the Itaguaí Port, in Rio de Janeiro. Importations of coal and coke are carried out through this terminal.

 

·       Cement: 

 

CSN entered the cement market boosted by the synergy between this new activity and its already existing businesses. Next to the Presidente Vargas Steel Mill in Volta Redonda (RJ), it installed a new business unit: CSN Cimentos, which produces CP-III type cement by using slag produced by the UPV blast furnaces in Volta Redonda. It also explores limestone and dolomite at the Arches drive in the State of Minas Gerais, to supply the needs of UPV and of the cement plant.

 

·       Logistics 

 

Railroads:

 

CSN has equity interests in three railroad companies: MRS Logística S. A., which manages the former Southeast Railway System of Rede Ferroviária Federal S.A., Transnordestina Logística S. A. (“TLSA”) and FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), which operate the Northeastern Railway System  of RFFSA, in the States of  Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas, with TLSA being responsible for the sections of Missão Velha - Salgueiro, Salgueiro - Trindade, Trindade - Eliseu Martins, Salgueiro - Porto de Suape and Missão Velha - Porto de Pecém (Railway System II) and FTL being responsible for the sections of São Luiz - Mucuripe, Arrojado - Recife, Itabaiana - Cabedelo, Paula Cavalcante - Macau and Propriá - Jorge Lins (Railway System I).

 

Ports:  

 

 

 

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In the State of Rio de Janeiro, by means of its subsidiary Sepetiba Tecon S. A., the Company operates the Container Terminal (Tecon) at the Itaguaí Port.  Located in the Bay of Sepetiba, this port has privileged highway, railroad and maritime access.

 

Tecon handles the shipments of CSN steel products, movement of containers, as well as storage, consolidation and deconsolidation of cargo.

 

·       Energy: 

 

As energy is fundamental in its production process, the Company has assets for generation of electric power to guarantee its self-sufficiency.

 

For further details on the Group's segments, see Note 26 - Business Segment Reporting.

 

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)      Basis of preparation

 

The consolidated financial statements have been prepared and are being presented in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the corresponding standards issued by the CPC (Accounting Pronouncements Committee) and the CVM (Brazilian Securities Commission) applicable to the preparation of the financial statements. 

 

The individual financial statements have been prepared in accordance with the standards issued by the CPC (Accounting Pronouncements Committee) and the CVM (Brazilian Securities Commission) applicable to the preparation of the financial statements.

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in the notes to this report and refer to the allowance for doubtful debts, allowance for inventory losses, provision for labor, civil, tax, environmental and social security risks, depreciation, amortization, depletion, provision for impairment, deferred taxes, financial instruments and employee benefits.  Actual results may differ from these estimates.

 

The financial statements are presented in thousands of Brazilian reais (R$). Depending on the applicable IFRS standard, the measurement criterion used in preparing the financial statements considers the historical cost, net realizable value, fair value or recoverable amount. When both IFRSs and CPCs include the option between acquisition cost and any other measurement criterion (for example, systematic remeasurement), we used the cost criterion.

 

The individual and consolidated financial statements were approved by the Board of Directors and authorized for issue on February 27, 2014.

 

(b)      Consolidated financial statements

 

The accounting policies have been consistently applied to all consolidated companies.

 

The consolidated financial statements for the years ended December 31, 2013 and 2012 include the following direct and indirect subsidiaries and jointly controlled entities, as well as the exclusive funds Diplic, Mugen and Vértice:

 

 

 

 

 

 

 

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·           Companies 

 

   

Equity interests (%)

   

Companies

 

12/31/2013

 

12/31/2012

 

Core business

             

Direct interest in subsidiaries: full consolidation

 

 

 

 

 

 

CSN Islands VII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands VIII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands IX Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands X Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XI Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XII Corp.

 

100.00

 

100.00

 

Financial transactions

International Investment Fund (1)

     

100.00

 

Equity interests and financial transactions

CSN Minerals S.L.U.

 

100.00

 

100.00

 

Equity interests

CSN Export Europe, S.L.U.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Metals S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

CSN Americas S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

CSN Steel S.L.U.

 

100.00

 

100.00

 

Equity interests and financial transactions

TdBB S.A

 

100.00

 

100.00

 

Dormant company

Sepetiba Tecon S.A.

 

99.99

 

99.99

 

Port services

Mineração Nacional S.A.

 

99.99

 

99.99

 

Mining and equity interests

Florestal Nacional S.A. (2)

 

 

 

99.99

 

Reforestation

Companhia Florestal do Brasil

 

99.99

     

Reforestation

Estanho de Rondônia S.A.

 

99.99

 

99.99

 

Tin mining

Cia Metalic Nordeste

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

Companhia Metalúrgica Prada

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

CSN Cimentos S.A.

 

99.99

 

99.99

 

Cement manufacturing

CSN Gestão de Recursos Financeiros Ltda.

 

99.99

 

99.99

 

Dormant company

Congonhas Minérios S.A.

 

99.99

 

99.99

 

Mining and equity interests

CSN Energia S.A.

 

99.99

 

99.99

 

Sale of electric powe

FTL - Ferrovia Transnordestina Logística S.A. (3)

 

88.41

 

99.99

 

Railroad logistics

Transnordestina Logística S.A. (4)

 

 

 

76.13

 

Railroad logistics

             

Indirect interest in subsidiaries: full consolidation

           

CSN Aceros S.A.

 

100.00

 

100.00

 

Equity interests

Companhia Siderúrgica Nacional LLC

 

100.00

 

100.00

 

Steel

CSN Europe Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Ibéria Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Portugal, Unipessoal Lda.

 

100.00

 

100.00

 

Financial transactions and product sales

Lusosider Projectos Siderúrgicos S.A.

 

99.99

 

100.00

 

Equity interests

Lusosider Aços Planos, S. A.

 

99.98

 

99.94

 

Steel and equity interests

CSN Acquisitions, Ltd.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Resources S.A.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Holdings (UK) Ltd

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Handel GmbH

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

Companhia Brasileira de Latas

 

59.17

 

59.17

 

Sale of cans and containers in general and equity interests

Rimet Empreendimentos Industriais e Comerciais S. A.

 

58.96

 

58.96

 

Production and sale of steel containers and forestry

Companhia de Embalagens Metálicas MMSA

 

58.98

 

58.98

 

Production and sale of cans and related activities

Empresa de Embalagens Metálicas - LBM Ltda.

 

58.98

 

58.98

 

Sales of containers and holding interests in other entities

Empresa de Embalagens Metálicas - MUD Ltda.

 

58.98

 

58.98

 

Production and sale of household appliances and related products

Companhia de Embalagens Metálicas - MTM do Nordeste

 

58.98

 

58.98

 

Production and sale of cans and related activities

Companhia de Embalagens Metálicas - MTM

 

58.98

 

58.98

 

Production and sale of cans and related activities

CSN Steel Comercializadora, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Holdings 1, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Holdings 2, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

Stalhwerk Thüringen GmbH

 

100.00

 

100.00

 

Production and sale of long steel and related activities

CSN Steel Sections UK Limited

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Sections Czech Republic s.r.o.

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

CSN Steel Sections Polska Sp.Z.o.o

 

100.00

 

100.00

 

Financial transactions, product sales and equity interests

             

Direct interest in jointly controlled entities: proportionate consolidation

 

 

 

 

Itá Energética S.A.

 

48.75

 

48.75

 

Electric power generation

CGPAR - Construção Pesada S.A.

 

50.00

 

50.00

 

Mining support services and equity interests

Consórcio da Usina Hidrelétrica de Igarapava

 

17.92

 

17.92

 

Electric power consortium

             

Direct interest in jointly controlled entities: equity method

 

 

 

 

 

 

Nacional Minérios S.A.

 

60.00

 

60.00

 

Mining and equity interests

MRS Logística S.A.

 

27.27

 

27.27

 

Railroad transportation

Aceros Del Orinoco S.A.

 

22.73

 

22.73

 

Dormant company

CBSI - Companhia Brasileira de Serviços de Infraestrutura

 

50.00

 

50.00

 

Provision of services

Transnordestina Logística S.A. (4)

 

77.30

     

Railroad logistics

             

Indirect interest in jointly controlled entities: equity method

 

 

 

 

 

 

Namisa International Minérios SLU

 

60.00

 

60.00

 

Financial transactions, product sales and equity interests

Namisa Europe, Unipessoal Lda.

 

60.00

 

60.00

 

Equity interests and sales of products and minerals

Namisa Handel GmbH

 

60.00

 

60.00

 

Financial transactions, product sales and equity interests

MRS Logística S.A.

 

6.00

 

6.00

 

Railroad transportation

Aceros Del Orinoco S.A.

 

9.08

 

9.08

 

Dormant company

             

Direct interest in associates: equity method

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

20.00

 

20.00

 

Steel and equity interests

 

 

(1)     Company liquidated on May 9, 2013.

 

 

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(2)     Company merged on September 30, 2013.

(3)     New corporate name of TFNE - Transnordestina Ferrovias do Nordeste S.A., changed on February 15, 2013.

(4)     On December 27, 2013, TLSA became a jointly controlled entity and the investment accounted for under the equity method, as mentioned in note 9.b.

 

·           Exclusive funds

   

Equity interests (%)

   

Exclusive funds

 

12/31/2013

 

12/31/2012

 

Core business

             

Direct interest: full consolidation

 

 

 

 

 

 

DIPLIC - Private credit balanced mutual fund

 

100.00  

 

100.00

 

Investment fund

Mugen - Private credit balanced mutual fund

 

100.00  

 

100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

100.00  

 

100.00

 

Investment fund

 

 

In preparing the consolidated financial statements the following consolidation procedures have been applied:

 

Unrealized gains on transactions with subsidiaries and jointly controlled entities are eliminated to the extent of CSN’s equity interests in the related entity in the consolidation process. Unrealized losses are eliminated in the same manner as unrealized gains, although only to the extent that there are indications of impairment. The base date of the financial statements of the subsidiaries and jointly controlled entities is the same as that of the Company, and their accounting policies are in line with the policies adopted by the Company.

 

·          Subsidiaries  

 

Subsidiaries are all entities (including special purpose entities) whose financial and operating policies can be conducted by the Company and when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to use its power to affect its returns.  The existence and effect of potential voting rights that are actually exercisable or convertible are taken into consideration when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date when control is transferred to the Company and are deconsolidated from the date when such control ceases.

 

·          Jointly controlled entities

 

Jointly controlled entities are all entities over which the Group has joint control with one or more other parties.

The investments in jointly controlled entities are accounted for under the equity method and are not consolidated. Some joint arrangements were considered as joint operation in 2013, due to the application of IFRS 10 and IFRS 11, see further details in note 3.

 

Jointly arrangements are all entities over which the Company has joint control with one or more other parties. The investments in joint arrangements are classified as joint operations or joint ventures depending on the contractual rights and characteristics of each investor.

 

Joint arrangements are accounted for in the financial statements in order to represent the Company's contractual rights and obligations. Thus, the assets, liabilities, revenues and expenses related to its interests in joint arrangements are accounted for individually in the financial statements.

 

The Company eliminates the effect on profit or loss of transactions carried out with joint controlled entities and, as a result, reclassifies part of the share of profits (losses) of jointly controlled entities to finance costs, cost of sales and income tax and social contribution.

 

·          Associates 

 

Associates are all entities over which the Company has significant influence but not control, generally through a shareholding of 20% to 50% of the voting rights. Investments in associates are accounted for under the equity method of accounting and are initially recognized at cost.

 

 

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·          Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with owners of Company equity. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in shareholders' equity. Gains and losses on disposals to non-controlling interests are also recognized directly in shareholders' equity, in line item “Valuation adjustments to equity”.

 

When the Company no longer holds control, any retained interest in the entity is remeasured to its fair value, with the change in the carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest in an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Company had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

(c)      Individual financial statements

 

In the individual financial statements, interests in subsidiaries, jointly controlled entities and associates are accounted for under the equity method of accounting. The same adjustments are made both to the individual financial statements and the consolidated financial statements. In the case of CSN, the accounting practices adopted in Brazil, applied to the individual financial statements, differ from IFRS applicable to the separate financial statements only with respect to the measurement of investments in subsidiaries and associates by the equity method of accounting, which under IFRSs must be measured at cost or fair value.

 

(d)      Foreign currencies

 

i.       Functional and presentation currency

 

Items included in the financial statements of 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.      Balances and transactions

 

Transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuation on which items are remeasured. Foreign exchange gains and losses resulting from the settlement of these transactions and from the translation at exchange rates in effect as of December 31, 2013 of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when they are recognized in shareholders' equity as qualifying cash flow hedges and qualifying net investment hedges.

 

The asset and liability balances are translated at the exchange rate in effect at the end of the reporting period. As of December 31, 2013, US$1 is equivalent to R$2.3426 (R$2.0435 as of December 31, 2012), €$ 1 is equivalent to R$3.2265 (R$2.6954 as of December 31, 2012) and ¥$ 1 is equivalent to R$0.02233 (R$0.02372 as of December 31, 2012).

 

All other foreign exchange gains and losses, including foreign exchange gains and losses related to loans and cash and cash equivalents, are presented in the income statement as finance income or costs.

 

Changes in the fair value of monetary securities denominated in foreign currency, classified as available-for-sale, are segregated into translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Exchange differences related to changes in amortized cost are recognized in profit or loss, and other changes in the carrying amount are recognized in shareholders' equity.

 

 

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Exchange differences on non-monetary financial assets and liabilities classified as measured at fair value through profit or loss are recognized in profit or loss as part of the gain or loss on the fair value. Exchange differences on non-monetary financial assets, such as investments in shares classified as available-for-sale, are included in comprehensive income in shareholders' equity.

 

iii.     Group companies

 

The results and financial position of all the Group’s entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the reporting currency are translated into the reporting currency as follows:

 

·         Assets and liabilities in each balance sheet presented have been translated at the exchange rate at the end of the reporting period;

 

·         Income and expenses of each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates in effect at the transaction dates, in which case income and expenses are translated at the rate in effect at the transaction dates); and

 

·         All resulting exchange differences are recognized as a separate component in other comprehensive income.

 

On consolidation, exchange differences resulting from the translation of monetary items with characteristics of net investment in foreign operations are recognized in shareholders' equity. When a foreign operation is partly disposed of or sold, exchange differences previously recorded in other comprehensive income are recognized in the income statement as part of the gain or loss on sale.

 

(e)      Cash and cash equivalents

 

Cash and cash equivalents include cash on hand and in banks and other short-term highly liquid investments redeemable within 90 days from the end of the reporting period, readily convertible into a known amount of cash and subject to an insignificant risk of change in value. Certificates of deposit that can be redeemed at any time without penalties are considered as cash equivalents.

 

(f)       Trade receivables

 

Trade receivables are initially recognized at fair value, including the related taxes and expenses. Foreign currency-denominated trade receivables are adjusted at the exchange rate in effect at the end of the reporting period. The estimated losses on doubtful debts were recognized in an amount considered sufficient to cover any losses. Management’s assessment takes into consideration the customer’s history and financial position, as well as the opinion of our legal counsel regarding the collection of these receivables for recognizing the loss estimate.

 

(g)      Inventories 

 

Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted average cost method on the acquisition of raw materials. The costs of finished products and work in process comprise raw materials, labor and other direct costs (based on the normal production capacity). Net realizable value represents the estimated selling price in the normal course of business, less estimated costs of completion and costs necessary to make the sale. Estimated losses for slow-moving or obsolete inventories are recognized when considered appropriate.

 

Stockpiled inventories are accounted for as processed when removed from the mine.  The cost of finished products comprises all direct costs necessary to transform stockpiled inventories into finished products.

 

 

 

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(h)      Investments 

 

Investments in subsidiaries, jointly controlled entities and associates are accounted for under the equity method of accounting and are initially recognized at cost. The gains or losses are recognized in profit or loss as operating revenue (or expenses) in the individual financial statements. In the case of foreign exchange differences arising on translating foreign investments that have a functional currency different from the Company’s, changes in investments due exclusively to foreign exchange differences, as well as adjustments to pension plans and available-for-sale investments that impact the subsidiaries’ shareholders' equity, are recognized in line item “Cumulative translation adjustments”, in the Company’s shareholders' equity, and are only recognized in profit or loss when the investment is disposed of or written off due to impairment loss. Other investments are recognized and maintained at cost or fair value.

 

When necessary, the accounting policies of subsidiaries and jointly controlled entities are changed to ensure consistency and uniformity of criteria with the policies adopted by the Company.

 

(i)     Business combination

 

The acquisition method is used to account for each business combination conducted by the Company. The consideration transferred for acquiring a subsidiary is the fair value of the assets transferred, liabilities incurred and equity instruments issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, where applicable. Acquisition-related costs are recognized in profit or loss for the year, as incurred. Identifiable assets acquired and liabilities assumed in a business combination are initially measured at their fair values at the acquisition date. The Company recognizes non-controlling interests in the acquiree according to the proportional non-controlling interest held in the fair value of the acquiree’s new assets (see note 4).

 

(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. 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 of the normal useful lives of such assets or the useful life of the mine. The Company recognizes in the carrying amount of property, plant and equipment the cost of replacement, reducing the carrying amount of the part that it is replacing if it is probable that future economic benefits embodied therein will revert to the Company, and if the cost of the asset can be reliably measured. All other disbursements are expensed as incurred. Borrowing costs related to funds obtained for construction in progress are capitalized until these projects are completed.

 

If some components of property, plant and equipment have different useful lives, these components are separately recognized as property, plant and equipment items.

 

Gains and losses on disposal are determined by comparing the sale value less the residual value and are recognized in ‘Other operating income (expenses)’.

 

Mineral rights acquired are classified as other assets in property, plant and equipment.

 

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

 

·         Research and analysis of exploration area historical data;

·         Topographic, geological, geochemical and geophysical studies;

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

·         Examine and test the extraction processes and methods;

 

 

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·         Topographic surveys of transportation and infrastructure needs;

·         Market studies and financial studies.

 

The costs for the development of new mineral deposits or capacity expansion in mines in operation 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 overburdened and other waste materials) incurred during the development of a mine, before production commences, are capitalized as part of the depreciable cost of developing the property. Such costs are subsequently amortized over the useful life of the mine based on proven and probable reserves.

 

Post-production stripping costs are included in the cost of the inventory produced (that is extracted), except when a new campaign is launched to permit the access to a significant new ore body. In such cases, the cost is capitalized as a non-current asset and amortized during the extraction of the ore body..

 

The Company holds spare parts that will be used to replace parts of property, plant and equipment and that will increase the asset’s useful life and the useful life of which exceeds 12 months.  These parts are classified in property, plant and equipment and not in inventories.

 

(k)      Intangible assets

 

Intangible assets comprise assets acquired from third parties, including through business combinations and/or those internally generated.

 

These assets are recognized at cost of acquisition or formation, less amortization calculated on a straight-line basis based on the exploration or recovery periods.

 

Intangible assets with indefinite useful lives and goodwill based on expected future profitability are not amortized. 

 

·       Goodwill 

 

Goodwill represents the positive difference between the amount paid and/or payable for the acquisition of a business and the net fair values of the assets and liabilities of the acquiree. Goodwill on acquisitions of subsidiaries is recognized as ‘Intangible assets’ in the consolidated financial statements. In the individual balance sheet, goodwill is included in investments. Negative goodwill is recognized as a gain in profit for the period at the acquisition date. Goodwill is annually tested for impairment. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of a Cash-Generating Unit (CGU) include the carrying amount of goodwill related to the CGU sold.

 

Goodwill is allocated to CGUs for impairment testing purposes. The allocation is made to Cash-Generating Units or groups of Cash-Generating Units that are expected to benefit from the business combination from which the goodwill arose, and the unit is not greater than the operating segment.

 

·       Software 

 

Software licenses purchased are capitalized based on the costs incurred to purchase the software and make it ready for use. These costs are amortized on a straight-line basis over the estimated useful lives of 1 to 5 years.

                   

 

 

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(l)       Impairment of non-financial assets

 

Assets with infinite useful lives, such as goodwill, are not subject to amortization and are annually tested for impairment. Assets subject to amortization are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized at the amount by which the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the higher of the fair value of an asset less costs to sell and its value in use. For impairment testing purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows (Cash Generating Units, or CGUs). Non-financial assets, except goodwill, that are considered impaired are subsequently reviewed for possible reversal of the impairment at the reporting date.

 

(m)     Employee benefits

 

i.     Employee benefits

 

Defined contribution plans

 

A defined contribution plan is as a post-employment benefit plan whereby an entity pays fixed contributions to a separate entity (pension fund) and will not have any legal or constructive obligation to pay additional amounts. Obligations for contributions to defined contribution pension plans are recognized as employee benefit expenses in the income statement for the periods during which services are provided by employees. Contributions paid in advance are recognized as an asset on condition that either cash reimbursement or reduction in future payments is available. Contributions to a defined contribution plan that is expected to mature twelve (12) months after the end of the period in which the employee provides services are discounted to their present values. 

 

Defined benefit plans

 

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.  The Company’s net obligation regarding defined pension benefit plans is calculated individually for each plan by estimating the value of the future benefit that the employees accrue as return for services provided in the current period and in prior periods; such benefit is discounted to its present value.  Any unrecognized costs of past services and the fair values of any plan assets are deducted.  The discount rate is the yield presented at the end of the reporting period for top line debt securities whose maturity dates approximate the terms and conditions of the Company’s obligations and which are denominated in the same currency as the one in which it is expected that the benefits will be paid.  The calculation is made annually by a qualified actuary using the projected unit credit method.  When the calculation results in a benefit for the Company, the asset to be recognized is limited to the total amount of any unrecognized costs of past services and the present value of the economic benefits available in the form of future plan reimbursements or reduction in future contributions to the plan.  In calculating the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any Company plan. An economic benefit is available to the Company if it is realizable during the life of the plan or upon settlement of the plan’s liabilities. 

 

The Company and some of its subsidiaries offered a postretirement healthcare benefit to its employees. The right to these benefits is usually contingent to their remaining in employment until the retirement age and the completion of the minimum length of service. The expected costs of these benefits are accumulated during the employment period, and were calculated using the same accounting method used for defined benefit pension plans. These obligations are annually valued by qualified independent actuaries.

 

When the benefits of a plan are increased, the portion of the increased benefit related to past services of employees is recognized on a straight-line basis over the average period until the benefits become vested. When the benefits become immediately vested, the expense is recognized in profit or loss.

 

The Company has chosen to recognize all actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income, subsequently transferred to retained earnings or accumulated losses.  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.

 

(n)      Provisions 

 

Provisions are recognized when: (i) the Company has a present legal or constructive obligation as a result of past events, (ii) it is probable that an outflow of resources will be required to settle a present obligation, and (iii) the amount can be reliably measured. Provisions are determined discounting the expected future cash flows based on a pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the specific risks of the liability. 

 

(o)      Concessions 

 

The Company has government concessions and their payments are classified as operating leases.

 

(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 from the proceeds, net of taxes.

 

When any Group company buys Company shares (treasury shares), the amount paid, including any directly attributable additional costs (net of income tax), is deducted from shareholders' equity attributable to owners of the Company until the shares are canceled or reissued. When these shares are subsequently reissued, any amount received, net of any directly attributable additional transaction costs and the related income tax and social contribution effects, is included in shareholders' equity attributable to owners of the Company.

 

(q)      Revenue recognition

 

Operating revenue from the sale of goods in the normal course of business is measured at the fair value of the consideration received or receivable. Revenue is recognized when there is convincing evidence that the most significant risks and rewards of ownership of goods have been transferred to the buyer, it is probable that future economic benefits will flow to the entity, the associated costs and possible return of goods can be reliably estimated, there is no continued involvement with the goods sold, and the amount of the operating revenue can be reliably measured. If it is probable that discounts will be granted and the value thereof can be reliably measured, then the discount is recognized as a reduction of the operating revenue as sales are recognized. Revenue from services provided is recognized as it is realized.

 

The appropriate timing for transfer of risks and rewards varies depending on the individual terms and conditions of the sales contract. For international sales, this timing depends on the type of term of the contract.

 

(r)       Finance income and finance costs

 

Finance income includes interest income from funds invested (including available-for-sale financial assets), dividend income (except for dividends received from investees accounted for under the equity method in Company), gains on disposal of available-for-sale financial assets, changes in the fair value of financial assets measured at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized in profit or loss under the effective interest method. Dividend income is recognized in profit or loss when the Company’s right to receive payment has been established. Distributions received from investees accounted for under the equity method reduce the investment value.

 

 

 

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Finance costs comprise interest expenses on borrowings, net of the discount to present value of the provisions, dividends on preferred shares classified as liabilities, losses in the fair value of financial instruments measured at fair value through profit or loss, impairment losses recognized in financial assets, and losses on hedging instruments that are recognized in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are measured through profit or loss under the effective interest method.

 

Foreign exchange gains and losses are reported on a net basis.

 

(s)      Income tax and social contribution

 

Current and deferred income tax and social contribution are calculated based on the tax laws enacted or substantially enacted by the end of the reporting period, including in the countries where the Group entities operate and generate taxable profit. Management periodically assesses the positions assumed in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The Company recognizes provisions, when appropriate, based on the estimated payments to tax authorities.

 

The income tax and social contribution expense comprises current and deferred taxes.  The current and deferred taxes are recognized in profit or loss unless they are related to business combinations or items recognized directly in shareholders' equity. 

 

Current tax is the expected tax payable or receivable on taxable profit or loss for the year at tax rates that have been enacted or substantially enacted by the end of the reporting period and any adjustment to taxes payable in relation to prior years. 

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.  Deferred tax is not recognized for the following temporary differences: initial recognition of assets and liabilities in a transaction that is not a business combination and does not affect either the accounting or taxable profit or loss, and differences associated with investments in subsidiaries and controlled entities when it is probable that they will not reverse in the foreseeable future. Moreover, a deferred tax liability is not recognized for taxable temporary differences resulting in the initial recognition of goodwill. The deferred tax is measured at the rates that are expected to be applied on temporary differences when they reverse, based on the laws that have been enacted or substantially enacted by the end of the reporting period.

 

Current income tax and social contribution are carried at their net amounts by the taxpayer, in liabilities when there are amounts payable or in assets when prepaid amounts exceed the total amount due at the end of the reporting period.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority on the same entity subject to taxation.

 

A deferred income tax and social contribution asset is recognized for all tax losses, tax credits, and deductible temporary differences to the extent that it is probable that taxable profits will be available against which those tax losses, tax credits, and deductible temporary differences can be utilized.

 

Deferred income tax and social contribution assets are reviewed at the end of each reporting period and reduced to the extent that their realization is no longer probable.

 

(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 Company and the weighted average number of common shares outstanding in the related period. Diluted earnings/loss per share are calculated by means of the average number of shares outstanding, adjusted by instruments potentially convertible into shares, with diluting effect, in the reported periods. The Company 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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(u)      Environmental and restoration costs

 

The Company recognizes a provision for the costs of recovery of areas and fines when a loss is probable and the amounts of the related costs can be reliably measured. Generally, the period for providing for the amount to be used in recovery coincides with the end of a feasibility study or the commitment to adopt a formal action plan.

 

Expenses related to compliance with environmental regulations are charged to profit or loss or capitalized, as appropriate. Capitalization is considered appropriate when the expenses refer to items that will continue to benefit the Company and that are basically related to the acquisition and installation of equipment to control and/or prevent pollution.

 

(v)      Research and development

 

All these costs are recognized in the income statement when incurred, except when they meet the criteria for capitalization. Research and development expenditures recognized as expense for the year ended December 31, 2013 amounted to R$5,810 (R$6,033 as of December 31, 2012).

 

(w)     Financial instruments

 

i)    Financial assets

 

Financial assets are classified into the following categories: measured at fair value through profit or loss, loans and receivables, held-to-maturity, and available-for- sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at the time of initial recognition.

 

·         Financial assets measured at fair value through profit or loss

 

Financial assets at fair value through profit or loss are financial assets held for active and frequent trading. Derivatives are also categorized as held for trading and, accordingly, are classified in this category unless they have been designed as cash flow hedging instruments. Assets in this category are classified in current assets.

 

·         Loans and receivables

 

This category includes loans and receivables that are non-derivative financial assets with fixed or determinable payments not quoted in an active market. They are included in current assets, except those with maturity of more than 12 months after the end of the reporting period (which are classified as non-current assets). Loans and receivables include loans to associates, trade receivables and cash and cash equivalents, except short-term investments. Cash and cash equivalents are recognized at fair value.  Loans and receivables are carried at amortized cost using the effective interest method.

 

·         Held-to-maturity assets

 

These are basically financial assets acquired with the positive intent and ability to hold to maturity. Held-to-maturity investments are initially recognized at their value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method, less any impairment loss.

 

·         Available-for-sale financial assets

 

These are non-derivative financial assets, designated as available-for-sale, that are not classified in any other category. They are included in non-current assets when they are strategic investments of the Company, unless Management intends to dispose of the investment within up to 12 months from the end of the reporting period. Available-for-sale financial assets are recognized at fair value.

 

 

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·         Recognition and measurement

 

Regular purchases and sales of financial assets are recognized at the trading date - the date on which the Company undertakes to buy or sell the asset. Investments are initially recognized at their fair value, plus transaction costs for all financial assets not classified as at fair value through profit or loss. Financial assets at fair value through profit or loss are initially recognized at their fair value and the transaction costs are charged to the income statement. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred, in the latter case, provided that the Company has transferred significantly all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest method.

 

Gains or losses resulting from changes in the fair value of financial assets at fair value through profit or loss are presented in the income statement under “finance income” in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognized in the income statement as part of other finance income when the Company’s right to receive the dividends has been established.

 

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are segregated into translation differences resulting from changes in the amortized cost of the security and other changes in the carrying amount of the security. Exchange differences on monetary securities are recognized in profit or loss, while exchange differences on non-monetary securities are recognized in shareholders' equity. Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognized in other comprehensive income and are only recognized in profit or loss when the investment is sold or written off as a loss.

 

Interest on available-for-sale securities, calculated under the effective interest method, is recognized in the income statement as part of other income. Dividends from available-for-sale equity instruments, such as shares, are recognized in the income statement as part of other finance income when the Company’s right to receive payments has been established.

 

The fair values of publicly quoted investments are based on current purchase prices. If the market for a financial asset (and for instruments not listed on a stock exchange) is not active, the Company establishes the fair value by using valuation techniques. These techniques include the use of recent transactions contracted with third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows, and pricing models that make maximum use of market inputs and relies as little as possible on entity-specific inputs.

 

ii)      Impairment of financial assets

 

The Company assesses of the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired.

 

·         Assets measured at amortized cost

 

A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and such loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

 

The criteria used by CSN to determine whether there is objective evidence of an impairment loss include:

 

·       significant financial difficulty of the issuer or counterparty;

 

 

 

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·       a breach of contract, such as default or delinquency in interest or principal payments;

 

·       the issuer, for economic or legal reasons relating to the borrower’s financial difficulty, grants to the borrower a concession that the lender would not otherwise consider;

 

·       it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

 

·       the disappearance of an active market for that financial asset because of financial difficulties; or

 

·       observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of such assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio, including:

 

- adverse changes in the payment status of borrowers in the portfolio;

- national or local economic conditions that correlate with defaults on the assets in the portfolio.

 

The amount of the loss is measured as the difference between the carrying amount of the amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the original effective interest rate of the financial asset. The carrying amount of the asset is reduced and the amount of the loss is recognized in the income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate to measure an impairment loss is the current effective interest rate determined pursuant to the contract. As a practical expedient, the Company may measure impairment on the basis of an instrument’s fair value using an observable market price.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss is reversed and recognized in the consolidated income statement.

 

·         Assets classified as available-for-sale

 

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

 

CSN tested for impairment its available-for-sale investment in Usiminas shares (see note 13).

 

iii)     Financial liabilities

 

Financial liabilities are classified into following categories: measured at fair value through profit or loss and other financial liabilities. Management determines the classification of its financial liabilities at the time of initial recognition.

 

·       Financial liabilities measured at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss are financial liabilities held for trading or designated as at fair value through profit or loss.

 

 

 

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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.

 

·       Other financial liabilities

 

Other financial liabilities are measured at amortized cost using the effective interest method.

The Company holds the following non-derivative financial liabilities: borrowings, financing and debentures, and trade payables.

 

·         Offsetting financial instruments

 

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to set off recognized amounts and the intention to either settle them on a net basis or to realize the asset and settle the liability simultaneously.

 

iv)    Derivative instruments and hedging activities

 

·         Derivatives measured at fair value through profit or loss

 

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any of these derivative instruments are immediately recognized in the income statement under “Finance income” and “Finance costs”. Even though the Company uses derivatives for hedging purposes, it does not apply hedge accounting.

 

·         Foreign exchange gains or losses on foreign operations

 

Gains and losses accumulated in shareholders' equity are included in the income statement when the foreign operation is partially disposed of or sold.

 

(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 make decisions regarding funds to be allocated to the segment and assessment of its performance, and for which there is distinct financial information available (see Note 26).

 

(y)    Government grants

 

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received, when they will be recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs the grants are intended to compensate.

 

The Company has state tax incentives in the North and Northeast regions that are recognized in profit or loss as a reduction of the corresponding costs, expenses and taxes.

 

(z)    New and revised pronouncements adopted for the first in the year beginning January 1, 2013

 

The adopted for the first time certain standards and revised amendments that require the presentation of the corresponding amounts. These include CPC 36 (R3) “Demonstrações Consolidadas”, equivalent to IFRS 10 Consolidated Financial Statements, CPC 19 (R2) “Negócios em Conjunto”, equivalent to IFRS 11 Joint Arrangements, and CPC 45 “Divulgação de Participações em Outras Entities”, equivalent to IFRS 12 Disclosure of Interests in Other Entities

 

 

 

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The new and revised pronouncements that have had a material impact on the Company’s financial statements and, consequently, resulted in the restatement of the amounts, are described in Note 3.

 

Other new and revised pronouncements and interpretations adopted for the first time in 2013 include: CPC 26 (R1)Apresentação das Demonstrações Contábeis”, equivalent to IAS 1 Presentation of Financial Statements; CPC 33 (R1)Benefícios a Empregados”, equivalent to IAS 19 Employee Benefits; CPC 46Mensuração do Valor Justo”, equivalent to IFRS 13 Fair Value Measurement; CPC 40 (R1) “Instrumentos Financeiros: Evidenciação”, equivalent to IFRS 7 Financial Instruments: Disclosures; CPC 35 (R2)Demonstrações Separadas”, equivalent to IAS 27 Consolidated and Separate Financial Statements; CPC 18 (R2) “Investimento em Coligada, em Controlada e em Empreendimento Controlado em Conjunto“, equivalent to IAS 28 Investments in Associates; and ICPC 18Custos de Remoção de Estéril (Stripping) de Mina de Superfície na Fase de Produção”, equivalent to IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine, however, they did not have any material impacts on the Company’s financial statements.

 

(aa)  New standards and interpretations issued and not yet adopted

 

The following standards, amendments to standards and IFRS interpretations issued by the IASB are not yet effective and were not early adopted by the Company for the year ended December 31, 2013:

 

Standard

Description

Effective date

IAS 32

 

Financial Instruments: Presentation, on the offsetting of assets and liabilities. Provides additional clarifications to the application guidance in IAS 32 on the requirement to offset financial assets and financial liabilities in the balance sheet.

 

January 1, 2014

Revised IFRS 10, IFRS12 and IAS27

The amendments to IFRS10 define an investment entity and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements.

The amendments to IFRS 12 and IAS 27 introduce new requirements to the disclosure of investment entities.

January 1, 2014

IFRIC 21

Clarifies that an entity recognizes a liability for a tax when the activity that triggers payment occurs. For a levy that requires its payment to be triggered upon reaching a certain threshold, the interpretation indicates that no liability should be recognized before the specified minimum threshold is reached.

January 1, 2014

Revised IAS 39

This revision provides relief on the discontinuance of hedge accounting when the novation of a derivative designated as hedging instrument meets certain criteria.

January 1, 2014

Amendment to IAS 36

The amendment reduces the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed.

January 1, 2014

IFRS 9

Financial Instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis for classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The IAS 39 guidance on the impairment of financial assets and on hedge accounting continues to apply. The amendment to IFRS 9 postpones the effective date from 2013 to 2015. It also eliminates the requirement for restatement of comparative information and requires additional disclosures on the transition to IFRS 9.

 

January 1, 2015

 

 

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The Accounting Pronouncements Committee (CPC) has not yet issued the pronouncements and amendments correlated with some of the new and revised IFRSs described above. Because of the CPC’s and the CVM’s commitment to keep the set of standards issued updated according to the changes made by the IASB, we expect that such pronouncements and amendments be issued by the CPC and approved by the date they become effective.

 

As for the other new and revised standards listed in the table above, the Company estimates that their adoption will not have material impacts on its financial statements.

 

3.     CHANGES IN ACCOUNTING POLICIES

 

The Company applied, beginning January 1, 2013, IFRS 10 Consolidated Financial Statements, equivalent to CPC 36 (R3) - “Demonstrações Consolidadas” approved by the CVM in December 2012, which establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more entities, and IFRS 11 Joint Arrangements, equivalent to CPC 19(R2) - "Negócios em Conjunto" approved by the CVM in November 2012, which requires a new valuation of joint arrangements, focusing on the rights and obligations of the arrangement, instead of its legal form.  IFRS 10 supersedes the consolidation requirements of SIC-12 Consolidation of Special Purpose Entities and IAS 27 Separate and Consolidated Financial Statements.  IFRS 11 supersedes IAS 31 Interests in Joint Ventures and SIC-13 Joint Ventures - Non-Monetary Contributions by Venturers

 

Accordingly, as the proportionate consolidation method for entities qualified as joint ventures is no longer allowed, the Company no longer consolidates its jointly controlled entities Nacional Minérios S.A., MRS Logística S.A., and CBSI - Companhia Brasileira de Serviços de Infraestrutura, and started to account for these entities by the equity method of accounting. In addition to the application of IFRS 10 and 11, management decided to adopt as accounting policy the elimination of the effect on profit or loss of transactions carried out with jointly controlled entities. As a result, part of the share of profits (losses) of jointly controlled entities was reclassified to finance costs, cost of sales and income tax and social contribution.

 

The Company also applied, beginning January 1, 2013, IFRS 12 – Disclosure of Interest in Other Entities, equivalent to CPC 45 – “Disclosure of Interests in Other Entities” approved by the CVM in December 2012, which requires disclosures of the nature of, and risks associated with, the Company's interests in other entities and the effects of those interests on its financial position, financial performance and cash flows.

 

For purposes of comparison, the balances as of December 31, 2012 and the opening balance as of January 1, 2012 have been adjusted taking into account said changes in accounting policy, and are being presented for comparative purposes in the notes to the financial statements, as shown below:

 

 

 

 

 

 

 

 

 

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i.       Balance sheet as of December 31, 2012

 

         

Consolidated

 

 

 

 

 

12/31/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

 

 

 

ASSETS

     

 

 

Current assets

         

Cash and cash equivalents

14,444,875

 

(2,553,054)

 

11,891,821

Trade receivables

1,794,566

 

866,851

 

2,661,417

Inventories

3,580,025

 

(186,832)

 

3,393,193

Other current assets

1,302,479

 

(150,324)

 

1,152,155

Total current assets

21,121,945

 

(2,023,359)

 

19,098,586

           

Non-current assets

         

Long-term assets

     

 

 

Short-term investments

116,753

     

116,753

Deferred taxes

2,372,501

 

(195,422)

 

2,177,079

Other non-current assets

1,648,056

 

(20,917)

 

1,627,139

 

4,137,310

 

(216,339)

 

3,920,971

           

Investment

2,351,774

 

8,488,013

 

10,839,787

Property, plant and equipment

20,408,747

 

(1,889,683)

 

18,519,064

Intangible assets

1,275,452

 

(370,591)

 

904,861

Total non-current assets

28,173,283

 

6,011,400

 

34,184,683

           

TOTAL ASSETS

49,295,228

 

3,988,041

 

53,283,269

 

     

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

         

Current liabilities

     

 

 

Payroll and related taxes

241,291

 

(56,328)

 

184,963

Trade payables

1,957,789

 

67,672

 

2,025,461

Taxes payable

336,348

 

(63,582)

 

272,766

Borrowings and financing

2,295,409

 

(126,287)

 

2,169,122

Other payables

1,221,350

 

360,690

 

1,582,040

Provision for tax, social security, labor, civil and environmental risks

355,889

 

(39,342)

 

316,547

Total current liabilities

6,408,076

 

142,823

 

6,550,899

           

Non-current liabilities

     

 

 

Borrowings and financing

27,856,350

 

(720,768)

 

27,135,582

Other payables

4,388,451

 

4,620,598

 

9,009,049

Deferred taxes

284,110

 

(45,869)

 

238,241

Provision for tax, social security, labor, civil and environmental risks

371,697

   

 

371,697

Pension and healthcare plan

565,591

     

565,591

Other provisions

413,440

 

(8,743)

 

404,697

Total non-current liabilities

33,879,639

 

3,845,218

 

37,724,857

           

Shareholders’ equity

     

 

 

Issued capital

4,540,000

     

4,540,000

Reserves

3,690,573

   

 

3,690,573

Valuation adjustments to equity

386,324

     

386,324

Non-controlling interests

390,616

   

 

390,616

Total shareholders' equity

9,007,513

     

9,007,513

           

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

49,295,228

 

3,988,041

 

53,283,269

 

 

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Version: 1

 

 

ii.      Statement of income for the year ended December 31, 2012

 

         

Consolidated

 

 

 

 

 

12/31/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

Net revenue from sales and/or services

16,896,264

 

(1,667,675)

 

15,228,589

Cost of sales and/or services

(12,072,206)

 

813,539

 

(11,258,667)

Gross profit

4,824,058

 

(854,136)

 

3,969,922

Operating expenses/income

(4,182,361)

 

931,008

 

(3,251,353)

Selling expenses

(931,525)

 

158,037

 

(773,488)

General and administrative expenses

(576,514)

 

108,594

 

(467,920)

Share of profits (losses) of investees

(952)

 

642,388

 

641,436

Other operating income (expenses), net

(2,673,370)

 

21,989

 

(2,651,381)

Operating profit before finance income (costs)

641,697

 

76,872

 

718,569

Finance income (costs), net

(1,992,405)

 

(158,946)

 

(2,151,351)

Profit before income tax and social contribution

(1,350,708)

 

(82,074)

 

(1,432,782)

Income tax and social contribution

870,134

 

82,074

 

952,208

Loss for the year

(480,574)

 

 

 

(480,574)

Attributable to:

         

Owners of the Company

(420,113)

 

 

 

(420,113)

Non-controlling interests

(60,461)

     

(60,461)

 

 

 

 

 

 

 

 

 

 

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DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

iii.     Balance sheet as of January 1, 2012

         

Consolidated

 

 

 

 

 

01/01/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

 

 

 

ASSETS

 

 

 

 

 

Current assets

         

Cash and cash equivalents

15,417,393

 

(1,976,703)

 

13,440,690

Trade receivables

1,616,206

 

530,456

 

2,146,662

Inventories

3,734,984

 

(216,077)

 

3,518,907

Other current assets

1,175,723

 

(118,006)

 

1,057,717

Total current assets

21,944,306

 

(1,780,330)

 

20,163,976

           

Non-current liabilities

         

Long-term assets

 

 

 

 

 

Short-term investments

139,679

     

139,679

Deferred taxes

1,840,773

 

(367,034)

 

1,473,739

Other non-current assets

2,876,269

 

54,574

 

2,930,843

 

4,856,721

 

(312,460)

 

4,544,261

           

Investment

2,088,225

 

7,929,231

 

10,017,456

Property, plant and equipment

17,377,076

 

(1,612,581)

 

15,764,495

Intangible assets

603,374

 

(372,395)

 

230,979

Total non-current assets

24,925,396

 

5,631,795

 

30,557,191

           

TOTAL ASSETS

46,869,702

 

3,851,465

 

50,721,167

   

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

         

Current liabilities

 

 

 

 

 

Payroll and related taxes

202,469

 

(37,527)

 

164,942

Trade payables

1,232,075

 

(129,475)

 

1,102,600

Taxes payable

325,132

 

(6,817)

 

318,315

Borrowings and financing

2,702,083

 

(104,038)

 

2,598,045

Other payables

1,728,445

 

210,754

 

1,939,199

Provision for tax, social security, labor, civil and environmental risks

292,178

 

(33,264)

 

258,914

Other provisions

14,565

 

(6,432)

 

8,133

Total current liabilities

6,496,947

 

(106,799)

 

6,390,148

           

Non-current liabilities

         

Borrowings and financing

25,186,505

 

(634,863)

 

24,551,642

Other payables

5,593,520

 

4,616,753

 

10,210,273

Deferred taxes

37,851

 

(18,088)

 

19,763

Provision for tax, social security, labor, civil and environmental risks

346,285

     

346,285

Pension and healthcare plan

469,050

 

 

 

469,050

Other provisions

322,374

 

(5,538)

 

316,836

Total non-current liabilities

31,955,585

 

3,958,264

 

35,913,849

           

Shareholders’ equity

         

Issued capital

1,680,947

 

 

 

1,680,947

Reserves

7,671,650

     

7,671,650

Valuation adjustments to equity

(1,366,776)

 

 

 

(1,366,776)

Non-controlling interests

431,349

     

431,349

Total shareholders' equity

8,417,170

 

 

 

8,417,170

           

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

46,869,702

 

3,851,465

 

50,721,167

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

4.     BUSINESS COMBINATION

 

·       Stahlwerk Thüringen GmbH (“SWT”) and Gallardo Sections

 

On January 31, 2012, through its wholly-owned subsidiary CSN Steel S.L., CSN completed the acquisition of all the shares (“Shares”) of the Spanish companies (a) Dankerena Guipúzcoa, S.L. (currently named CSN Steel Holdings 2, S.L.U.) and Grupo Alfonso Gallardo Thüringen, S.L.U. (currently named CSN Steel Holdings 1, S.L.U.), holding companies that together hold 100% of the capital of the German company Stahlwerk Thüringen GmbH (“SWT”), a producer of long steel located in Unterwellenborn, Germany, specialized in the production of shapes and with installed capacity of 1.1 million metric tons of steel/year; and (b) Gallardo Sections S.L.U.  (currently named CSN Steel Comercializadora, S.L.U.), a trader of SWT products, all previously held by Grupo Alfonso Gallardo, S.L.U.  (“AG Group”).

 

This acquisition helps CSN to strengthen its role in the long steel segment, by strengthening its portfolio of world class assets.

 

As mentioned in note 2(i), the acquisition method was used to account for identifiable assets acquired and liabilities assumed.

 

The purchase price of R$301,192 (€131,790), including the final adjustment to the purchase price of R$1,943 (€850), was allocated between identified assets acquired and liabilities assumed, measured at fair value. In the purchase price identification process, the Company considered the adjustments presented below and the starting point was the transaction amount of R$1,104,648 (€483,350)

   

Amounts in R$

Transaction price

 

1,104,648

Net debt

 

(857,031)

Provisions

 

(11,782)

Tax credits

 

13,498

Working capital

 

51,859

(=) Purchase price

 

301,192

 

The transaction costs are represented by consulting services and lawyers’ fees totaling R$20.879, which have been included in the income statement, in general and administrative expenses, as incurred.

 

The tables below show the allocation of identifiable assets acquired and liabilities assumed recognized at the acquisition date, the purchase price considered in the acquisition of SWT and Gallardo Sections, and the calculation of the resulting goodwill.

 

The fair value adjustments made based on the corporate balance sheet to prepare the opening balance sheet were adjusted after the completion of the valuation report in December 2012.

 

   

Carrying amounts

 

Fair value adjustments

 

Total fair value

Assets acquired

     

Current assets (*)

 

400,387

     

400,387

Non-current assets (**)

 

191,956

 

786,988

 

978,944

Current liabilities

 

(262,203)

     

(262,203)

Non-current liabilities (***)

 

(842,526)

 

(209,005)

 

(1,051,531)

Total assets acquired

 

(512,386)

 

577,983

 

65,597

 

(*) Includes R$14.880 in cash and cash equivalents.

 

(**) Comprising mainly the fair value adjustment to property, plant and equipment amounting to R$392,817. Total fair value of property, plant and equipment was measured at R$582,478.

 

 

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Version: 1

 

 

(***) Refers to the deferred income tax on the fair value adjustments.

 

Goodwill arising on acquisition

   

 

 

 

(+) Purchase price

 

301,192

(-) Fair value of assets acquired and liabilities assumed

 

65,597

(=) Goodwill arising on acquisition (note 11)

 

235,595

 

Goodwill arising on the acquisition was mainly based on expected future earnings.

 

5.     CASH AND CASH EQUIVALENTS

 

 

 

 

Consolidated

 

 

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Current

             

Cash and cash equivalents

             

Cash and banks

178,920

 

205,056

 

36,553

 

25,897

               

Short-term investments

             

In Brazil:

             

Government securities

48,206

 

862,299

 

42,575

 

769,447

Private securities

240,852

 

540,688

 

57,564

 

340,720

 

289,058

 

1,402,987

 

100,139

 

1,110,167

Abroad:

             

Time deposits

9,527,694

 

10,283,778

 

69,932

 

1,859,693

Total short-term investments

9,816,752

 

11,686,765

 

170,071

 

2,969,860

Cash and cash equivalents

9,995,672

 

11,891,821

 

206,624

 

2,995,757

 

 

The funds available in the Company and subsidiaries set up in Brazil are basically invested in investment funds, classified as exclusive, with repurchase agreements backed by government and private bonds with immediate liquidity.

 

Private securities are short-term investments in Bank Deposit Certificates (CDBs) with yields pegged to the Interbank Deposit Certificate (CDI) fluctuation, and government securities are basically repurchase agreements backed by National Treasury Notes series B (NTN-B) and Financial Treasury Bills (LFTs). The exclusive funds managed by BTG Pactual Serviços Financeiros S.A. DTVM and Caixa Econômica Federal and their assets collateralize possible losses on investments and transactions carried out. Investments in funds were consolidated.

 

In addition, a significant part of the funds of the Company and its foreign subsidiaries is invested in Time Deposits with leading banks, bearing fixed rates.

 

 

6.     TRADE RECEIVABLES

 

 

 

 

 

 

 

 

 

PAGE 51 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

     

Consolidated

 

 

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Trade receivables

             

Third parties

             

Domestic market

790,225

 

776,442

 

545,927

 

521,517

Foreign market

950,145

 

754,159

 

80,434

 

23,799

Estimated losses on doubtful debts

(114,172)

 

(111,532)

 

(88,518)

 

(86,391)

 

1,626,198

 

1,419,069

 

537,843

 

458,925

Related parties (Note 19 - b)

107,443

 

227,021

 

632,645

 

552,744

 

1,733,641

 

1,646,090

 

1,170,488

 

1,011,669

 

             

Other receivables

             

Dividends receivable (Note 19 - b)

717,595

 

955,869

 

774,147

 

985,973

Other receivables

71,229

 

59,458

 

48,069

 

34,789

 

788,824

 

1,015,327

 

822,216

 

1,020,762

 

2,522,465

 

2,661,417

 

1,992,704

 

2,032,431

 

 

The breakdown of gross trade receivables from third parties is as follows:

 

       

Consolidated

 

 

 

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Falling due

 

1,339,481

 

1,272,669

 

373,190

 

406,543

Overdue until 180 days

 

216,392

 

113,793

 

90,165

 

25,052

Overdue above 180 days

 

184,497

 

144,139

 

163,006

 

113,721

 

 

1,740,370

 

1,530,601

 

626,361

 

545,316

 

 

In order to meet the needs of some customers in the domestic market, related to the extension of the payment term for billing of steel, in common agreement with CSN’s internal commercial policy and maintenance of its very short-term receipts (up to 7 days), at the request of the customer, transactions are carried out for assignment of receivables without co-obligation negotiated between the customer and banks with common relationship, where CSN assigns the trade notes/bills that it issues to the banks with common relationship.

 

Due to the characteristics of the transactions for assignment of receivables without co-obligation, after assignment of the customer’s trade notes/bills and receipt of the funds from the closing of each transaction, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. This transaction totals R$386,732 as of December 31, 2013 (R$224,718 as of December 31, 2012), less the trade receivables.

 

The changes in the Company’s allowance for doubtful debts are as follows:

 

 

       

Consolidated

 

 

 

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Opening balance

 

(111,532)

 

(124,939)

 

(86,391)

 

(101,407)

Estimated losses

 

(17,988)

 

(11,073)

 

(13,902)

 

(6,668)

Recovery of receivables

 

15,348

 

24,480

 

11,775

 

21,684

Closing balance

 

(114,172)

 

(111,532)

 

(88,518)

 

(86,391)

 

 

 

 

 

 

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DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

7.     INVENTORIES 

 

     

Consolidated

 

 

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Finished products

743,831

 

980,375

 

529,068

 

755,771

Work in process

650,311

 

668,170

 

550,227

 

584,952

Raw materials

714,365

 

722,922

 

436,283

 

477,350

Storeroom supplies

1,003,473

 

1,018,625

 

877,944

 

885,819

Iron ore

139,275

 

74,340

 

139,275

 

74,340

Advances to suppliers

11,915

 

36,921

 

9,859

 

16,414

(-) Estimated losses

(102,185)

 

(108,160)

 

(83,426)

 

(90,344)

 

3,160,985

 

3,393,193

 

2,459,230

 

2,704,302

                                                    

Changes in the allowance for inventory losses are as follows:

 

       

Consolidated

     

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Opening balance

 

(108,160)

 

(94,950)

 

(90,344)

 

(77,814)

Allowance for/reversals of slow-moving inventories
and obsolescence

 

5,975

 

(13,210)

 

6,918

 

(12,530)

Closing balance

 

(102,185)

 

(108,160)

 

(83,426)

 

(90,344)

 

Allowances for certain items considered obsolete or slow-moving were recognized.

 

As of December 31, 2013, the Company has long-term iron ore inventories amounting to R$144.483, classified in other non-current assets (R$144,483 as of December 31, 2012), as described in note 8.

 

8.     OTHER CURRENT AND NON-CURRENT ASSETS

 

The group of other current and non-current assets is comprised as follows:

 

 

 

 

 

 

   

Consolidated

 

   

 

 

   

Parent Company

 

Current

Non-current

 

Current

 

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Judicial deposits (Note 17)

 

 

 

 

693,714

 

718,026

 

 

 

 

 

650,463

 

680,603

Credits with the PGFN (*)

     

 

88,921

 

84,392

 

     

 

88,921

 

84,392

Recoverable taxes (**)

480,495

 

407,297

 

112,788

 

183,092

 

298,279

 

267,172

 

94,342

 

68,675

Prepaid expenses

37,369

 

38,767

 

38,117

 

42,893

 

27,394

 

17,757

 

18,600

 

21,580

Actuarial asset - related party (Note 19 b)

 

 

 

 

97,051

 

93,546

 

 

 

 

 

96,665

 

93,163

Derivative financial instruments (Note 13 I)

9,681

 

239,266

 

3,879

   

 

   

237,525

       

Guarantee margin on financial instruments (Note 13 l)

 

 

426,328

 

 

 

 

 

 

 

17,024

 

 

 

 

Securities held for trading (Note 13 I)

9,906

             

7,041

           

Ore inventory (Note 7)

 

 

 

 

144,483

 

144,483

 

 

 

 

 

144,483

 

144,483

Northeast Investment Fund (FINOR)

       

8,452

 

8,452

         

8,452

 

8,452

Trade receivables

 

 

 

 

9,970

 

8,983

 

 

 

 

 

10,631

 

10,649

Loans with related parties (Note 19 b)

147,273

 

5,362

 

603,862

 

314,699

 

46,722

 

89,551

 

237,710

 

308,976

Other receivables from related parties (Note 19 b)

15,658

 

20,309

 

18,129

 

10,515

 

16,180

 

24,927

 

155,932

 

218,276

Other

22,538

 

14,826

 

15,959

 

18,058

         

15,649

 

17,708

 

722,920

 

1,152,155

 

1,835,325

 

1,627,139

 

395,616

 

653,956

 

1,521,848

 

1,656,957

 

(*) Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program).

.

(**) Refers mainly to taxes on revenue (PIS/COFINS) and State VAT (ICMS) on the acquisition of fixed assets which will be recovered over a 48-month period, and income tax and social contribution for offset.

 

 

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Version: 1

 

9.     INVESTMENTS 

 

a)     Direct equity interests in subsidiaries, jointly controlled entities, joint operations and associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

                 

12/31/2012

Companies

 

Number of

                     

 

 

             
 

shares held by CSN

 

%

             

Profit

 

%

             

Profit

 

in units)

 

Direct equity

         

Shareholders'

 

(loss)

 

Direct equity

         

Shareholders'

 

(loss)

 

Common

 

Preferred

 

interest

 

Assets

 

Liabilities

 

equity

 

for the year

 

interest

 

Assets

 

Liabilities

 

equity

 

for the year

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VII Corp.

 

20,001,000

     

100.00

 

7,958,296

 

8,653,517

 

(695,221)

 

(492,508)

 

100.00

 

7,058,295

 

7,261,007

 

(202,712)

 

(228,179)

CSN Islands VIII Corp.

 

2,501,000

 

 

 

100.00

 

16,236

 

 

16,236

 

(37,499)

 

100.00

 

1,419,190

 

1,365,455

 

53,735

 

10,535

CSN Islands IX Corp.

 

3,000,000

     

100.00

 

981,698

 

979,730

 

1,968

 

95

 

100.00

 

856,329

 

854,456

 

1,873

 

614

CSN Islands X Corp.

 

1,000

 

 

 

100.00

 

46

 

52,838

 

(52,792)

 

(7,566)

 

100.00

 

57

 

45,283

 

(45,226)

 

(4,449)

CSN Islands XI Corp.

 

50,000

     

100.00

 

1,796,485

 

1,788,545

 

7,940

 

1,045

 

100.00

 

1,566,837

 

1,559,941

 

6,896

 

370

CSN Islands XII Corp.

 

1,540

 

 

 

100.00

 

1,868,122

 

2,343,437

 

(475,315)

 

(195,338)

 

100.00

 

1,763,078

 

2,043,055

 

(279,977)

 

(140,846)

Tangua Inc.

                                     

     

1,794

International Investment Fund

 

 

 

 

 

 

 

 

 

 

(28)

 

100.00

 

98

 

 

 

98

 

(1,107)

CSN Minerals S.L.U.

 

131,649,926  

     

100.00

 

4,558,786

 

1,856

 

4,556,930

 

794,937

 

100.00

 

3,762,487

 

495

 

3,761,992

 

858,206

CSN Export Europe, S.L.U.

 

35,924,748  

 

 

 

100.00

 

942,194

 

350

 

941,844

 

151,941

 

100.00

 

790,202

 

299

 

789,903

 

87,192

CSN Metals S.L.U.

 

256,951,582  

     

100.00

 

1,450,763

 

1,438

 

1,449,325

 

195,013

 

100.00

 

1,254,559

 

247

 

1,254,312

 

112,967

CSN Americas S.L.U.

 

151,877,946

 

 

 

100.00

 

1,995,959

 

13,962

 

1,981,997

 

277,278

 

100.00

 

1,688,612

 

10,383

 

1,678,229

 

289,573

CSN Steel S.L.U.

 

454,072,527  

     

100.00

 

2,714,157

 

435,831

 

2,278,326

 

118,601

 

100.00

 

2,337,092

 

368,325

 

1,968,767

 

(123,795)

Sepetiba Tecon S.A.

 

254,015,052

 

 

 

99.99

 

324,698

 

81,973

 

242,725

 

51,077

 

99.99

 

259,258

 

35,939

 

223,319

 

33,099

Mineração Nacional S.A.

 

999,999

     

99.99

 

1,067

 

15

 

1,052

 

55

 

99.99

 

1,151

 

97

 

1,054

 

62

Florestal Nacional S.A.

 

 

 

 

 

 

 

 

 

 

(46,509)

 

99.99

 

440,909

 

742,238

 

(301,329)

 

(327,530)

Estanho de Rondônia S.A.

 

34,236,306

     

99.99

 

34,189

 

9,697

 

24,492

 

(9,263)

 

99.99

 

48,986

 

15,231

 

33,755

 

5,044

Companhia Metalic Nordeste

 

92,459,582

 

 

 

99.99

 

182,845

 

41,730

 

141,115

 

18,510

 

99.99

 

169,282

 

46,897

 

122,385

 

6,049

Companhia Metalúrgica Prada

 

601,084

     

99.99

 

771,436

 

465,032

 

306,404

 

47,295

 

99.99

 

686,299

 

456,952

 

229,347

 

(157,156)

CSN Cimentos S.A.

 

3,734,582,664

 

 

 

99.99

 

1,012,370

 

84,651

 

927,719

 

56,161

 

99.99

 

1,237,779

 

102,523

 

1,135,256

 

(143,975)

Congonhas Minérios S.A.

 

64,610,862

     

99.99

 

1,996,614

 

2,004,797

 

(8,183)

 

13,870

 

99.99

 

1,984,592

 

2,006,645

 

(22,053)

 

(20,855)

CSN Energia S.A.

 

43,149

 

 

 

99.99

 

33,416

 

13,850

 

19,566

 

11,515

 

99.99

 

15,796

 

7,744

 

8,052

 

(11,190)

FTL - Ferrovia Transnordestina Logística S.A.

306,241,571

     

88.41

 

542,162

 

239,582

 

302,580

 

(3,662)

 

99.99

 

10

     

10

   

Companhia Florestal do Brasil

 

19,358,449

 

 

 

99.99

 

20,858

 

1,567

 

19,291

 

(19)

 

 

 

 

 

 

 

 

 

 

Joint controlled entities

                                               

Nacional Minérios S.A.

 

285,040,443

 

 

 

60.00

 

9,404,480

 

1,058,093

 

8,346,387

 

544,695

 

60.00

 

9,118,928

 

1,317,238

 

7,801,690

 

982,800

Itá Energética S.A.

 

253,606,842

     

48.75

 

341,188

 

18,059

 

323,129

 

9,852

 

48.75

 

375,370

 

45,566

 

329,804

 

32,631

MRS Logística S.A.

 

52,414,152

 

40,301,916

 

27.27

 

1,853,628

 

1,126,803

 

726,825

 

128,989

 

27.27

 

1,712,266

 

1,026,680

 

685,586

 

121,769

CBSI - Companhia Brasileira de Serviços de Infraestrutura

1,876,146

     

50.00

 

20,590

 

16,244

 

4,346

 

2,458

 

50.00

 

14,635

 

12,747

 

1,888

 

14

CGPAR - Construção Pesada S.A.

50,000

 

 

 

50.00

 

53,527

 

48,703

 

4,824

 

9,527

 

50.00

 

37,599

 

36,669

 

930

 

1,750

Transnordestina Logística S.A.

 

22,714,245

 

1,397,545

 

77.30

 

4,286,381

 

2,961,282

 

1,325,099

 

(122,178)

 

76.13

 

3,902,500

 

2,450,426

 

1,452,074

 

(57,875)

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil

 

21,408,833

     

20.00

 

49,800

 

34,441

 

15,359

 

(3,291)

 

20.00

 

22,718

 

9,740

 

12,977

 

(7,783)

 

 

 

The number of shares, the balances 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.

 

b)     Events in 2013

 

·       Florestal Nacional S.A. (“Florestal Nacional”)

 

As of September 30, 2013, the subsidiary Florestal Nacional S.A. was merged into CSN with net assets of R$(391,389). As a result of the operation, Florestal Nacional was fully extinguished and CSN assumed all its rights and obligations.

 

·       CSN Cimentos S.A. (“CSN Cimentos”)

 

As of September 30, 2013, CSN Cimentos was partially spun off and CSN absorbed the spun-off net assets in the amount of R$244,394. As a result of the operation, part of the assets of CSN Cimentos was transferred to CSN, which assumed the rights and obligations directly related to such assets. CSN Cimentos will continue with its normal operations since the spin-off did not involve any operating asset of the Company.

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

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Version: 1

 

 

·       Companhia Metalúrgica Prada (“Prada”)

 

As of September 30, 2013, Companhia Metalúrgica Prada was partially spun off and CSN absorbed the spun-off net assets in the amount of R$14,270. As a result of the operation, part of the assets of Prada was transferred to CSN, which assumed the rights and obligations directly related to such assets. Prada will continue with its normal operations since the spin-off did not involve any operating asset of the Company.

 

The table below shows the allocation of the assets and liabilities merged/spun off in CSN's balance sheet:

 

Merged assets and liabilities

 

CSN Cimentos

 

Prada

 

Florestal Nacional

 

Total

Current assets (*)

 

104,416

 

19,318

 

4,174

 

127,908

Non-current assets (**)

 

140,446

 

82,914

 

395,542

 

618,902

Current liabilities (***)

 

(468)

 

(82,962)

 

(192,543)

 

(275,973)

Non-current liabilities (***)

     

(5,000)

 

(598,562)

 

(603,562)

Total merged assets and liabilities

 

244,394

 

14,270

 

(391,389)

 

(132,725)

 

(*) Refers mainly to prepayment contract with the parent company CSN.

(**) Refers mainly to available-for-sale investments and deferred taxes.

(***) Refers mainly to intercompany loans, CSN and Florestal Nacional with Congonhas Minérios.

 

·         Transnordestina Logística S.A. (“TLSA”)

 

On September 20, 2013, the Company signed (i) An Addendum to the Concession Agreement of the Northeast Railway System, which encompasses the stretches between the cities of São Luís to Mucuripe, Arrojado to Recife, Itabaiana to Cabedelo, Paula Cavalcante to Macau, and Propriá to Jorge Lins(“Railway System I”) and the stretches between the cities of Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”), to include therein obligations assumed by TLSA related to the implementation of the Railway System II, as well as the readequacy of the sections that comprise it and (ii) Conduct Adjustment Agreement between ANTT and TLSA, with the purpose of resolving pending items existing between the parties.

 

On that date the following agreements were also signed (i) a new Shareholders' Agreement of TLSA between CSN, Valec Engenharia, Construções e Ferrovias S.A. (“Valec”), Fundo de Desenvolvimento do Nordeste – FDNE (“FDNE”) and BNDES Participações S.A. – BNDESPAR (“BNDESPAR”), with the intervenience of TLSA, whose effectiveness was conditioned to the disproportionate spin-off of TLSA, to be implemented under the terms of ANTT Resolution 4,042/2013; and (ii) Investment Agreement between CSN, Valec and FDNE, with the intervenience of TLSA, which besides other matters, deals with the new budget and the sources of funds that will have to be contributed to TLSA or financed for implementation of the Railway System II.

 

At the Extraordinary Shareholders' Meeting held on December 27, 2013, as part of the reorganization process described above, the shareholders approved the disproportionate spin-off of TLSA, completing the segregation of Railway System I and Railway System II.

 

This purpose of this restructuring was to rebalance economically and financially the Northeast Railway System concession, leading to the extension of the Railway System II operation concession, which could reach 2057, and the segregation of the assets related to Railway System I, which were merged into subsidiary FTL - Ferrovia Transnordestina Logística S.A. (“FTL”), with the maintenance of the assets related to Railway System II in TLSA .

 

As a result of the spin-off, CSN became the holder of an 88.41% stake in FTL and a 77.30% stake in TLSA.

 

 

 

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Version: 1

 

With the completion of the spin-off, the new Shareholders’ Agreement became effective and control is now jointly held with the shareholders part of the public block, which became the holders of substantive rights to make certain material company decisions and influence the ordinary course of business, as well as CSN, by influencing budgeting, internal policies, capital expenditures, debt, etc., thus typifying the loss of control by CSN, pursuant to specific IFRS criteria.

 

Accordingly, as of December 31, 2013, in accordance with IFRS 10, corresponding to CPC 36(R3), CSN reversed all TLSA assets and liabilities and non-controlling interests and started to recognize the remaining stake in this investment at fair value on the date control was lost. After this initial recognition, the investment starts to be measured under the equity method.

 

 

The gain generated by the loss of control over the investment recognized in the income statement, in other operating income, is broken down as follows:

 

   

Consolidated

 

Parent Company

   

12/31/2013

 

12/31/2013

(+)

Fair value of the remaining investment

1,984,204

 

1,984,204

(-)

Carrying amount of net assets

1,714,232

 

1,325,099

(+)

Carrying amount of non-controlling interests

389,133

   

 

Gain on loss of control over Transnordestina

659,105

 

659,105

 

       

(-)

Capitalized interest written off

185,206

 

185,206

         
 

Gain on loss of control over Transnordestina (Note 24)

473,899

 

473,899

         

(-)

Income tax and social contribution

161,126

 

161,126

         
 

Gain on loss of control, net of income tax and social contribution

312,773

 

312,773

 

 

c)     Changes in investments in subsidiaries, jointly controlled entities, joint ventures, associates, and other investments

 

     

Consolidated

     

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Opening balance of investments

10,839,787

 

10,017,456

 

23,356,506

 

22,573,890

Opening balance of impairment loss allowance

       

(851,298)

 

(476,463)

Transnordestina Investment balance at 12.31.2012

1,452,074

           

Capital increase/acquisition of shares (1)

164,941

 

165,792

 

654,692

 

649,496

Capital reduction (2)

(153,305)

         

(1,855,208)

Merger and partial spin-off of subsidiaries (3)

       

132,725

   

Dividends

(85,998)

 

(547,604)

 

(139,887)

 

(585,675)

Comprehensive income (4)

73,213

 

94,967

 

456,978

 

867,905

Share of profits of investees (5)

542,711

 

1,103,632

 

1,502,450

 

1,331,593

Gain on loss of control over Transnordestina

659,106

     

659,106

   

Other

(5,506)

 

5,544

 

2,809

 

(330)

Closing balance of investments

13,487,023

 

10,839,787

 

27,005,592

 

23,356,506

Closing balance of impairment loss allowance

       

(1,231,511)

 

(851,298)

 

 

1.   Refers mainly to a capital increase by the parent company in Transnordestina Logística S.A. of R$152,974; FTL – Ferrovia Transnordestina Logística S.A. of R$152,927 and merger of available-for-sale financial assets of R$264,359, in 2013 (in 2012, refers mainly to a capital increase in Transnordestina Logística S.A. of R$405,227).

 

 

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Version: 1

 

 

2.   In 2012, refers basically to a capital reduction in CSN Steel of R$1,829,431.

 

3.     Merger of subsidiary Florestal Nacional and partial spin-off of subsidiaries CSN Cimentos S.A and Companhia Metalúrgica Prada on September 30, 2013.

 

4.   Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments, the functional currency of which is not the Brazilian real.

 

5.   Below is the reconciliation of the share of profit of jointly controlled entities with the share of profit of investees recognized in the balance sheet after the reclassifications:

 

     

Consolidated

 

12/31/2013

 

12/31/2012

Share of profit of jointly controlled entities

542,711

 

1,103,632

Reclassifications

     

To cost of sales

(137,418)

 

(93,592)

To finance costs

(624,096)

 

(606,703)

To taxes

258,914

 

238,099

Other

     

Elimination of Transnordestina’s profit

120,102

   

Other

(2,075)

   

Adjusted share of profit of investees

158,138

 

641,436

 

 

 

d)     Additional information on the main operating subsidiaries

 

·       SEPETIBA TECON S.A. (“Tecon”)

 

It is engaged in operating Container Terminal No. 1 of the Itaguaí Port, located in Itaguaí, State of Rio de Janeiro. The terminal is connected to UPV by the Southeast railroad system, the concession of which is granted to MRS Logística S.A.. The services provided are handling and storage of containers, steel products and cargo in general, among other products and services related to container washing, maintenance and sanitization.

 

Tecon won the auction held on September 3, 1998 for the terminal concession, which allows it to operate the terminal during a 25-year period, extendable for another 25 periods.

 

Upon concession termination, all rights and privileges transferred to Tecon will be handed back to the Federal Government, together with the assets owned by Tecon and those resulting from investments made by Tecon in leased assets, declared as returnable assets by the Federal Government as they are necessary to the continuity of the related services. Any assets declared as returnable assets will be compensated by the Federal Government at their residual value, calculated based on Tecon’s accounting records, less depreciation. 

 

 

·       ESTANHO DE RONDÔNIA S.A. (“Ersa”)

 

Headquartered in the State of Rondônia, this subsidiary operates two units, one in the city of Itapuã do Oeste and the other one in the city of Ariquemes. In Itapuã do Oeste, where the mining business unit is based, it mines cassiterite (tin ore) while in Ariquemes it operates a foundry to obtain metallic tin, the raw material used by UPV for the production of tin plates.

 

 

 

 

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Version: 1

 

·       CIA. METALIC NORDESTE (“Metalic”)

 

Headquartered in Maracanaú, State of Ceará, it is engaged in manufacturing metallic containers basically sold to the beverage industry. Its production is mainly sold in Brazil’s North and Northeastern market, and the lid surplus is sold in the foreign market.

 

Its operating unit has two different production lines: Cans, using as raw material tine-coated steel supplied by the parent company and Lids, using as raw material aluminum. 

 

·       COMPANHIA METALÚRGICA PRADA (“Prada”)

 

Steel containers

 

Prada is engaged in the manufacture and sale of steel containers, producing the best and safest cans, pails and spray cans. It supplies containers and lithography services to the main companies in the chemical and food industries.

 

As of December 31, 2013, Prada held 59.17% of the voting capital of Companhia Brasileira de Latas (CBL).

As Prada, CBL is engaged in the manufacturing of steel containers supplied to the main companies in the chemical and food industries.

 

Distribution

 

Prada is also engaged in the processing and distribution of steel sheet and plates and has a diversified product line. It supplies spools, rolls, plates, stripes, blanks, metal sheets, shapes, pipes, tiles, and other products to different manufacturing industries, from automotive to construction. It is also specialized in providing steel processing services, meeting the demand from nationwide companies.

 

·       CSN CIMENTOS S.A. (“CSN Cimentos”)

 

Headquartered in Volta Redonda, State of Rio de Janeiro, it is engaged in the production and sale of cement and uses as one of its raw materials the blast furnace slag from the pig iron production of UPV. CSN Cimentos started to operate on May 14, 2009.

 

·       CSN ENERGIA S.A.

 

It is primarily engaged in the distribution and sale of electric power surpluses generated by CSN and companies, consortiums or other ventures in which the Company holds equity interests.

 

·          FTL - FERROVIA TRANSNORDESTINA LOGÍSTICA S.A. (“FTL”)

 

Company recently created for the purpose of merging the spun off portion of TLSA. It holds the concession to provide public railway cargo transport service in Brazil Northeastern Railway System, comprising the stretches between the cities São Luís to Mucuripe, Arrojado to Recife, Itabaiana to Cabedelo, Paula Cavalcante to Macau, and Propriá to Jorge Lins (“Railway System I”)

 

As of December 31, 2013 CSN held 88.41% of FTL’s share capital.

 

e)     Investments in jointly controlled entities and joint operations

 

The balances of the balance sheets and income statements of the companies under shared control are stated below:

 

 

 

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DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

   

 

 

 

 

 

 

 

 

   

12/31/2013

         

 

     

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                                           

Cash and cash equivalents

 

4,815,211

 

45,894

 

471,079

 

12,897

 

28,582

 

195,830

 

4,081,425

 

72,754

 

331,515

 

5,480

 

25,245

Other current assets

 

1,135,192

 

16,682

 

630,121

 

21,407

 

33,055

 

39,183

 

1,572,995

 

16,616

 

600,407

 

19,903

 

17,431

Total current assets

 

5,950,403

 

62,576

 

1,101,200

 

34,304

 

61,637

 

235,013

 

5,654,420

 

89,370

 

931,922

 

25,383

 

42,676

Non-current assets

                                           

Long-term assets

 

8,391,119

 

34,029

 

414,624

 

4

 

11

 

229,280

 

8,296,673

 

39,771

 

440,545

 

 

 

246

Investments, PP&E and intangible assets

 

1,356,909  

 

603,268

 

5,281,642

 

6,872

 

45,405

 

5,080,841

 

1,216,907

 

640,850

 

4,906,609

 

3,887

 

32,276

Total non-current assets

 

9,748,028

 

637,297

 

5,696,266

 

6,876

 

45,416

 

5,310,121

 

9,513,580

 

680,621

 

5,347,154

 

3,887

 

32,522

Total assets

 

15,698,431

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

                                             

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

42,247

     

333,796

     

20,053

 

97,681

 

1,588

 

41,957

 

380,656

     

13,883

Other current liabilities

 

1,318,884

 

35,174

 

841,681

 

22,437

 

36,733

 

51,901

 

1,887,841

 

45,701

 

829,185

 

16,131

 

44,641

Total current liabilities

 

1,361,131

 

35,174

 

1,175,477

 

22,437

 

56,786

 

149,582

 

1,889,429

 

87,658

 

1,209,841

 

16,131

 

58,524

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

339,961

     

2,566,412

     

21,664

 

3,479,420

 

335,806

     

2,253,721

     

14,814

Other non-current liabilities

 

86,694

 

1,870

 

390,228

 

10,050

 

18,956

 

201,900

 

19,595

 

5,812

 

301,393

 

9,364

 

 

Total non-current liabilities

 

426,655

 

1,870

 

2,956,640

 

10,050

 

40,620

 

3,681,320

 

355,401

 

5,812

 

2,555,114

 

9,364

 

14,814

Shareholders’ equity

 

13,910,645

 

662,829

 

2,665,349

 

8,693

 

9,647

 

1,714,232

 

12,923,170

 

676,521

 

2,514,121

 

3,775

 

1,860

Total liabilities and shareholders’ equity

15,698,431  

 

699,873

 

6,797,466

 

41,180

 

107,053

 

5,545,134

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

                   

 

 

 

                   
   

 

 

 

 

 

 

 

 

   

12/31/2013

                 

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Transnordestina Logística

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

77.30%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

2,369,836

 

153,105

 

3,038,142

 

109,650

 

178,762

 

58,465

 

3,836,415

 

217,493

 

3,013,158

 

61,915

 

14,060

Cost of sales and services

 

(1,346,658) 

 

(79,745)

 

(1,926,923)

 

(96,502)

 

(148,998)

 

(60,840)

 

(2,730,077)

 

(66,162)

 

(1,993,927)

 

(58,245)

 

(8,780)

Gross profit

 

1,023,178

 

73,360

 

1,111,219

 

13,148

 

29,764

 

(2,375)

 

1,106,338

 

151,331

 

1,019,231

 

3,670

 

5,280

Operating (expenses) income

 

(113,212)

 

(44,154)

 

(277,814)

 

(6,399)

 

(1,402)

 

(315,776)

 

(412,091)

 

(48,688)

 

(262,777)

 

(3,807)

 

(16)

Finance income (costs), net

 

1,621,386

 

1,266

 

(114,637)

 

751

 

306

 

(18,843)

 

1,329,707

 

(1,745)

 

(82,417)

 

174

 

29

Income before income tax and social contribution

2,531,352

 

30,472

 

718,768

 

7,500

 

28,668

 

(336,994)

 

2,023,954

 

100,898

 

674,037

 

37

 

5,293

Current and deferred income tax and social contribution

(1,543,876)

 

(10,263)

 

(245,748)

 

(2,584)

 

(9,614)

 

178,937

 

(407,469)

 

(33,962)

 

(227,497)

 

(10)

 

(1,794)

Profit for the year

 

987,476

 

20,209

 

473,020

 

4,916

 

19,054

 

(158,057)

 

1,616,485

 

66,936

 

446,540

 

27

 

3,499

 

 

(*) Refer to the consolidated balances and profit or loss of Nacional Minérios S. A.

 

The balance sheet and income statement amounts refer to 100% of the companies’ results.

 

·       NACIONAL MINÉRIOS S.A. - (“Namisa”)

 

Headquartered in Congonhas, State of Minas Gerais, this company is primarily engaged in the production, purchase and sale of iron ore and is mainly focused on foreign markets for sale of its products. Its major operations are carried out in the cities of Congonhas, Ouro Preto, Itabirito and Rio Acima, in the State of Minas Gerais, and in Itaguaí, in the State of Rio de Janeiro.

 

In November 2008, 40% of Namisa’s capital started to be held by Big Jump Energy Participações S.A (“Big Jump”), whose shareholders were Posco and Brazil Japan Iron Ore Corp, (“BJIOC” or “Consortium”), a consortium of Asian companies formed by Itochu Corporation, Nippon Steel, JFE Steel Corporation, Sumitomo Metal Industries Ltd., Kobe Steel Ltd., and Nisshin Steel Co. Ltd., and CSN became the holder of 60% of the capital.

 

On July 30, 2009 Namisa merged its subsidiary Big Jump Energy Participações S.A., and the companies Posco and BJIOC became the holders of a direct stake in Namisa. In 2011, Nippon Steel and Sumitomo Metal Industries, until then part of BJIOC, sold their stakes to the other members of the Consortium, followed by the entry of a new shareholder, China Steel Corp. (“CSC”). After these transactions, the new corporate structure of Namisa is as follows: CSN 60%, BJIOC 32.52%, Posco 6.48%, and CSC 1%. CSN’s stake in Namisa did not change as a result of any of these events.

 

 

 

 

 

 

 

 

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Under IFRS 10, paragraph B55, when assessing whether an investor has control of an investee, the investor shall determine whether it is exposed, or has rights, to variable returns from its involvement with the investee. The Shareholders’ Agreement grants both the consortium and CSN, through substantive rights, the power to influence the ordinary course of Namisa’s business, by being actively involved in setting the budget, accounting policies, capital expenditure, management compensation, dividend distribution policy, etc.

 

This shareholders’ agreement prescribes that certain situations of severe impasse between the shareholders that are not resolved after mediation and negotiation procedures between the executive officers of the parties may give CSN the right to exercise its call option and the Consortium the right to exercise its put option regarding the equity interest held by the Consortium in Namisa.

 

Other agreements signed, in order to make such association feasible, among them the agreement for purchase of shares and the long-term operating agreements between Namisa, CSN and the Consortium, provide for certain obligations to do that, if not complied with or remedied within the stipulated deadlines in certain extreme situations may give rise to the right on the part of the aggrieved party to exercise its put or call option, as the case may be, with respect to the equity interest held by the  Consortium in Namisa.

 

The material change in Namisa’s profit for the quarter is mainly due to joining the tax installment programs introduced by Laws 12,865/13 and 11,941/09, which generated a net negative impact on the jointly controlled entity amounting to R$889,772, reflected in the parent company, through equity accounting, R$533,863 corresponding to its 60% stake.

 

·       ITÁ ENERGÉTICA S.A. - (“ITASA”)

 

ITASA is a corporation originally created to carry out the construction of the Itá hydroelectric power plant:  contracting for the supply of goods and services necessary to carry out the project and raising funds, including posting the corresponding guarantees.

 

CSN holds 48.75% of ITASA’s share capital.

 

·       MRS LOGÍSTICA S.A. (“MRS”)

 

This subsidiary, located in Rio de Janeiro, RJ, is engaged in providing public railroad freight transportation services, on the basis of an onerous concession agreement, on the tracks of the Southeast Railway System,  - located between the cities of Rio de Janeiro, São Paulo and Belo Horizonte, previously belonging to Rede Ferroviária Federal S.A.- RFFSA, which was privatized on September 20, 1996.

 

As of December 31, 2013 the Company directly held 27.27% and indirectly, through its jointly controlled entity Nacional Minérios S.A. (Namisa), 6% of MRS’s capital.

 

MRS can also engage in modal transportation services related to railroad transportation and also participate in projects aimed at expanding the railroad services granted on a concession basis.

 

For provision of the services covered by the concession agreement obtained for a period of 30 years starting on December 1, 1996, extendable for an equal period by exclusive decision of the concession grantor, MRS leased from RFFSA for the same concession period the assets required for operation and maintenance of the railroad freight transportation activities.  Upon extinction of the concession, all leased assets will be transferred to the ownership of the railroad transportation operator designated in that same act.

 

·       CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

 

Igarapava Hydroelectric Power Plant is located in Rio Grande, in the city of Conquista, MG, with installed capacity of 210 MW. It consists of 5 bulb type generating units and is considered a major mark for power generation in Brazil.

 

 

 

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CSN holds 17.92% of investment in the consortium, whose specific purpose is the distribution of electric power, which is made according to the percentage equity interest of each company.

 

The balance of property, plant and equipment less depreciation as of December 31, 2013 is R$29,417 (R$30,584 as of December 31, 2012) and the amount of the expense in 2013 is R$6,024 (R$6,620 in 2012).

 

·       CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA (“CBSI”)

 

CSN holds 50% of CBSI's share capital. The investment is the result of a joint venture between CSN and CKLS Serviços Ltda. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services to subsidiaries, associates, controlling companies and third-party entities, and can operate activities related to the refurbishment and maintenance of industrial machinery and equipment, construction maintenance, industrial cleaning, logistic preparation of products, among other activities.   

 

·       CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”)

 

CSN holds 50% of CGPAR's share capital. The investment is the result of a joint venture between CSN and GPA Construção Pesada e Mineração Ltda.  Based in the city of Belo Horizonte, MG, CGPAR is mainly engaged in providing services related to the support to the extraction of iron ore, earth leveling, earthmoving, and dam construction.

 

·         TRANSNORDESTINA LOGÍSTICA S.A. (“TLSA”)

 

It is primarily engaged in the operation and development of the railroad freight transportation public service in the Brazil’s Northeastern railway system, which encompasses the stretches between  Missão Velha to Salgueiro, Salgueiro to Trindade, Trindade to Eliseu Martins, Salgueiro to Porto de Suape, and Missão Velha to Porto de Pecém (“Railway System II”).

 

As of December 31, 2013 CSN held 77.30% of Transnordestina Logística’s share capital.

 

f)      Additional information on indirect interests held abroad

 

·          STAHLWERK THÜRINGEN GMBH (SWT)

 

On January 31, 2012, through its wholly-owned subsidiary CSN Steel S.L.U., CSN acquired SWT, as mentioned in note 4. 

 

SWT was incorporated in 1992, from the discontinued Maxhütte steel industrial complex, in Unterwellenborn, Germany, and produces steel shapes for construction, in accordance with international quality standards. It main raw material is steel scrap and its installed capacity is 1.1 million metric tons of steel/year.

 

·          COMPANHIA SIDERURGICA NACIONAL – LLC (“CSN LLC”)

 

Incorporated in 2001 with the assets and liabilities of the liquidated Heartland Steel Inc., headquartered in Wilmington, State of Delaware, USA, it has an industrial plant in Terre Haute, State of Indiana, USA, where there is a complex comprising a cold rolling line, a hot pickling line for spools and a galvanization line. CSN LLC is a wholly-owned indirect subsidiary of CSN Americas, a subsidiary of CSN.

 

·          LUSOSIDER AÇOS PLANOS, S.A. (“Lusosider”)

 

Incorporated in 1996 in succession to Siderurgia Nacional – a company privatized by the Portuguese government that year, Lusosider is the only Portuguese steel company to produce cold-re-rolled flat steel, with a corrosion-resistant coating. The company provides in Paio Pires an installed capacity of around 550,000 metric tons per year to produce four large groups of steel products:  galvanized plate, cold-rolled plate, pickled and oiled plate.  Products manufactured by Lusosider may be used in the containers industry, civil construction (pipes and metallic structures), and in home appliance components.

 

 

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g)     Other investments

 

·       PANATLÂNTICA S. A. (“Panatlântica”)

 

Publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is carried at fair value.

 

CSN currently holds 9.41% (9.40% as of December 31, 2012) of Panatlântica’s total share capital.

 

·       Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“USIMINAS”)

 

USIMINAS, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. USIMINAS produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, to be sold in the domestic market and also for exports. It also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production cost optimization strategies. USIMINAS also has service and distribution centers located in several regions of Brazil, and the Cubatão, São Paulo, and Praia Mole, Espírito Santo, ports, as well as in locations strategic for the shipment of its production.

 

As of December 31, 2012 and 2013, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas' share capital.

 

USIMINAS is listed on the São Paulo Stock Exchange (“BM&F BOVESPA”:  USIM3 and USIM5).

 

·       ARVEDI METALFER DO BRASIL S.A. (“Arvedi”)

 

On July 31, 2012, the Company acquired a non-controlling interest corresponding to 20% of the capital of Arvedi, company in preoperating stage focused on the production of pipes, headquartered in Salto, State of São Paulo.

 

 

 

 

 

 

 

 

 

 

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10.   PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Land

 

Buildings

 

Machinery, equipment and facilities

 

Furniture and fixtures

 

Construction in progress

 

Other (*)

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

155,180

 

1,668,999

 

9,987,105

 

136,003

 

6,633,330

 

932,006

 

19,512,623

Accumulated depreciation

 

 

(239,796)

 

(3,106,905)

 

(104,796)

 

 

 

(296,631)

 

(3,748,128)

Balance at January 1, 2012

155,180

 

1,429,203

 

6,880,200

 

31,207

 

6,633,330

 

635,375

 

15,764,495

Effect of foreign exchange differences

5,656 

 

22,322

 

246,204

 

377

 

471

 

(148,268)

 

126,762

Acquisition through business combination

22,852

 

103,739

 

419,787

 

1,202

 

1,079

 

33,819

 

582,478

Acquisitions

2,726

 

20,871

 

573,286

 

7,199

 

2,117,354

 

15,016

 

2,736,452

Capitalized interest (Notes 25 and 32)

             

401,827

     

401,827

Write-offs

(1,375)

 

(255)

 

(7,091)

 

(48)

 

(769)

 

(221)

 

(9,759)

Depreciation

 

(61,524)

 

(990,309)

 

(6,007)

 

 

(37,188)

 

(1,095,028)

Estimated losses on disposal of assets

 

 

 

 

 

 

 

 

 

 

(6,676) 

 

(6,676)

Transfers to other asset categories

 

13,876  

 

168,777

 

332

 

(20,634)

 

(162,351)

 

Transfers to intangible assets

 

 

 

 

 

 

 

(3,074)

 

(787)

 

(3,861)

Other

     

(73,876)

     

62,785

 

33,465

 

22,374

Balance at December 31, 2012

185,039

 

1,528,232

 

7,216,978

 

34,262

 

9,192,369

 

362,184

 

18,519,064

Cost

185,039

 

1,828,492

 

11,358,581

 

145,255

 

9,192,369

 

683,889

 

23,393,625

Accumulated depreciation

 

 

(300,260)

 

(4,141,603)

 

(110,993)

 

 

 

(321,705)

 

(4,874,561)

Balance at December 31, 2012

185,039

 

1,528,232

 

7,216,978

 

34,262

 

9,192,369

 

362,184

 

18,519,064

Effect of foreign exchange differences

8,487

 

28,882

 

120,361

 

488

 

1,440

 

1,905

 

161,563

Acquisitions

69

 

1,555

 

320,845

 

3,562

 

2,152,462

 

11,076

 

2,489,569

Capitalized interest (Notes 25 and 32)

 

 

 

 

 

 

 

 

490,747

 

 

 

490,747

Write-offs

(15)

 

(71)

 

(9,316)

 

(12)

 

(21,423)

 

(823)

 

(31,660)

Depreciation

 

 

(60,122)

 

(1,015,895)

 

(5,867)

 

 

 

(35,488)

 

(1,117,372)

Estimated losses on disposal of assets

                   

(4,670) 

 

(4,670)

Transfers to other asset categories

19,721

 

328,043

 

1,311,628

 

1,694

 

(1,841,181)

 

180,095

 

Transfers to intangible assets

               

(74,958)

     

(74,958)

Loss of control over Transnordestina

 

 

 

 

(963) 

 

 

 

(5,021,863)

 

(6)

 

(5,022,832)

Capitalized interest written off (Note 9.b)

               

(185,206) 

     

(185,206)

Impairment in jointly controlled entity Transnordestina (**)

 

 

 

 

 

 

 

 

 

(279,296) 

 

(279,296)

Other

       

(160,805)

     

79,248

 

48,034

 

(33,523)

Balance at December 31, 2013

213,301

 

1,826,519

 

7,782,833

 

34,127

 

4,771,635

 

283,011

 

14,911,426

Cost

213,301

 

2,196,994

 

12,968,200

 

151,479

 

4,771,635

 

627,845

 

20,929,454

Accumulated depreciation

 

 

(370,475)

 

(5,185,367)

 

(117,352)

 

 

 

(344,834)

 

(6,018,028)

Balance at December 31, 2013

213,301

 

1,826,519

 

7,782,833

 

34,127

 

4,771,635

 

283,011

 

14,911,426

 

 

 

(*) In consolidated, refer basically to railway assets, such as yards, tracks and railway sleepers.

 

(**) The disproportionate spin-off of Transnordestina Logística S.A. (“TLSA”) resulted in the execution of an Addendum to the Concession Agreement of the Northeast Railway System and the merger of Railway System I’s assets and liabilities into  FTL – Ferrovia Transnordestina Logística S.A. (in operation), with the maintenance of Railway System II’s assets and liabilities (New Transnordestina project) in TLSA. As a result, TLSA assessed the future performance of its operating assets related to Railway System I (in operation). The analysis resulted in the recognition of an impairment loss of R$279,296, recognized in line item “Other operating expenses” in subsidiary and consolidated of R$216,446, as described in Note 9b. The recoverable amount of these assets was determined based on the value in use. The discount rate used to measure the value in use was 9.15% per year.

 

 

 

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Version: 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

 

Land

 

Buildings

 

Machinery, equipment and facilities

 

Furniture and fixtures

 

Construction in progress

 

Other (*)

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

102,673

 

903,647

 

8,211,591

 

119,671

 

3,140,332

 

415,876

 

12,893,790

Accumulated depreciation

 

 

 

(99,338)

 

(2,366,407)

 

(94,358)

 

 

 

(85,842)

 

(2,645,945)

Balance at January 1, 2012

 

102,673

 

804,309

 

5,845,184

 

25,313

 

3,140,332

 

330,034

 

10,247,845

Acquisitions

 

 

 

 

 

 

 

 

 

2,000,744

 

 

 

2,000,744

Capitalized interest (Notes 25 and 32)

 

 

 

 

 

 

 

 

 

276,596

 

 

 

276,596

Write-offs

 

 

 

 

 

(3,605)

 

(12)

 

 

 

 

 

(3,617)

Depreciation

 

 

 

(29,660)

 

(869,362)

 

(4,567)

 

 

 

(12,650)

 

(916,239)

Transfers to other asset categories

 

2,669

 

160,484

 

920,661

 

6,363

 

(891,530)

 

(198,647)

 

Transfers to intangible assets

 

 

 

 

 

 

 

 

 

(2,547)

 

 

 

(2,547)

Other

 

 

 

 

 

(73,351)

 

 

 

62,806

 

43,945

 

33,400

Balance at December 31, 2012

 

105,342

 

935,133

 

5,819,527

 

27,097

 

4,586,401

 

162,682

 

11,636,182

Cost

 

105,342

 

1,065,326

 

9,052,087

 

125,936

 

4,586,401

 

259,592

 

15,194,684

Accumulated depreciation

     

(130,193)

 

(3,232,560)

 

(98,839)

     

(96,910)

 

(3,558,502)

Balance at December 31, 2012

 

105,342

 

935,133

 

5,819,527

 

27,097

 

4,586,401

 

162,682

 

11,636,182

Acquisitions

 

12

 

372

 

266,573

 

2,423

 

1,384,675

 

4,840

 

1,658,895

Merger of subsidiaries

 

 

 

 

 

 

 

 

 

19,689

 

 

 

19,689

Capitalized interest (Notes 25 and 32)

                 

309,073

     

309,073

Write-offs

 

 

 

 

 

(4,233)

 

 

 

(8,315)

 

 

 

(12,548)

Depreciation

     

(32,648)

 

(866,087)

 

(4,686)

     

(14,759)

 

(918,180)

Transfers to other asset categories

 

2,121

 

322,365

 

1,298,598

 

1,575

 

(1,782,458)

 

157,799

 

Transfers to intangible assets

                 

(62,457)

     

(62,457)

Capitalized interest written off (Note 9.b)

 

 

 

 

 

 

 

 

 

(185,206) 

 

 

 

(185,206)

Other

         

(158,640)

     

83,740

 

47,547

 

(27,353)

Balance at December 31, 2013

 

107,475

 

1,225,222

 

6,355,738

 

26,409

 

4,345,142

 

358,109

 

12,418,095

Cost

 

107,475

 

1,390,013

 

10,423,838

 

129,930

 

4,345,142

 

467,481

 

16,863,879

Accumulated depreciation

 

 

 

(164,791)

 

(4,068,100)

 

(103,521)

 

 

 

(109,372)

 

(4,445,784)

Balance at December 31, 2013

 

107,475

 

1,225,222

 

6,355,738

 

26,409

 

4,345,142

 

358,109

 

12,418,095

 

(*) includes leasehold improvements, vehicles, hardware, mines and ore bodies and replacement storeroom supplies.

 

The breakdown of the projects comprising construction in progress is as follows:

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Project objective

 

Start date

 

Completion date

 

12/31/2013

 

12/31/2012

Logistics

 

 

 

 

 

 

 

 

 

 

   

Expansion of Transnordestina railroad by 1,728 km to boost the transportation of varied products as iron ore, limestone, soybeans, cotton, sugarcane, fertilizers, oil and fuels.

 

2009

 

2016

(*)

   

3,925,720

 

 

Equalization of Berth 301.

 

2012

 

2014

 

151,932

 

27,554

   

Current investments for maintenance of current operations.

         

231,832

 

726,416

 

 

 

 

 

 

 

 

383,764

 

4,679,690

Mining

                   

 

 

Expansion of Casa de Pedra Mine capacity production.

 

2007

 

2015/2016

(1)

1,090,568

 

1,329,565

   

Expansion of TECAR’s export capacity.

 

2009

 

2014/2016

(2)

404,374

 

695,859

 

 

Current investments for maintenance of current operations.

 

 

 

 

 

42,866

 

332,638

               

1,537,808

 

2,358,062

Steel

 

 

 

 

 

 

 

 

 

 

   

Construction of a long steel plant to produce rebar and machine wire.

 

2008

 

2014

(3)

1,592,016

 

1,460,694

 

 

Implementation of the AF#3’s gas pressure recovery.

 

2006

 

2014

 

74,337

 

60,750

   

Current investments for maintenance of current operations.

         

679,495

 

356,105

 

 

 

 

 

 

 

 

2,345,848

 

1,877,549

Cement

                   

 

 

Construction of cement plants.

 

2011

 

2015

 

476,076

 

241,412

   

Current investments for maintenance of current operations.

         

28,139

 

35,656

 

 

 

 

 

 

 

 

504,215

 

277,068

Total construction in progress

         

4,771,635

 

9,192,369

 

 

 

(*) As a result of the loss of control, the subsidiary Transnordestina was deconsolidated at December 31, 2013. (See Note 9 b.)

 

 

PAGE 64 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

(1)  Expected date for completion of the 40 Mtpa and 42 Mtpa stages

(2)  Expected date for completion of the 45 Mtpa and 60 Mtpa stages

(3)  Started in January 2014.

 

The costs classified in construction in progress comprise basically the acquisition of services, purchase of parts to be used as investments for improvement of performance, upgrading of technology, enlargement, expansion and acquisition of assets that will be transferred to the relevant line items and depreciated as from the time they are available for use.

 

The costs incurred to refurbish and replace property, plant and equipment items totaled R$151,517 as of December 31, 2013 (R$273,339 as of December 31, 2012), which were capitalized and will be depreciated over the period until the next maintenance event.

 

Other repair and maintenance expenses are charged to operating costs and expenses when incurred.

 

In view of the need to review the useful lives at least every financial year, in 2013 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are as follows:

 

 

Consolidated

 

Parent Company

Buildings

43

 

41

Machinery, equipment and facilities

14

 

13

Furniture and fixtures

11

 

11

Other

26

 

18

 

a)      As of December 31, 2013, the Company capitalized borrowing costs amounting to R$490,747 (R$401,827 as of December 31, 2012) in consolidated and R$309,073 (R$276,596 as of December 31, 2012) in Parent Company. These costs are basically estimated for the mining and long steel projects, mainly relating to: (i)  Casa de Pedra expansion (ii); construction of the long steel mill in the city of Volta Redonda (RJ), see notes 25 and 32.

 

The rates used to capitalize borrowing costs are as follows:

         

Rates

 

12/31/2013

 

12/31/2012

Specific projects

 

TJLP + 1.3% to 3.2%

 

TJLP + 1.3% to 3.2%

 

UM006 + 2.7%

 

UM006 + 2.7%

Unspecified projects

 

8.35%

 

8.47%

 

b)      Additions to depreciation, amortization and depletion for the year were distributed as follows:

 

     

Consolidated

     

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Production cost

1,068,156

 

1,062,950

 

879,984

 

892,505

Selling expenses

8,248

 

8,041

 

6,385

 

6,212

General and administrative expenses

17,426

 

14,742

 

9,191

 

8,240

 

1,093,830

 

1,085,733

 

895,560

 

906,957

Other operating expenses (*)

61,763

 

14,739

 

28,287

 

13,590

 

1,155,593

 

1,100,472

 

923,847

 

920,547

 

(*) Refers to the depreciation of unused equipment (see note 24).

 

c)     The Casa de Pedra mine is an asset that belongs to CSN, which has the exclusive right to explore such mine. Our mining activities of Casa de Pedra are based on the ‘Mine Manifest’, which grants CSN full ownership over the mineral deposits existing within our property limits.

 

 

PAGE 65 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

As of December 31, 2013 the net property, plant and equipment of Casa de Pedra was R$3,277,205 (R$2,892,120 as of December 31, 2012), represented mainly by construction in progress amounting to R$1,090,642 (R$1,612,000 as of December 31, 2012).

 

11.   INTANGIBLE ASSETS

 

                 

Consolidated

         

Parent Company

 

Goodwill

 

Customer relations

 

Software

 

Other

 

Total

 

Goodwill

 

Software

 

Total

Balance at January 1, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

431,173

     

36,253

 

941

 

468,367

 

14,135

 

24,003

 

38,138

Accumulated amortization

(150,004)

 

 

 

(26,523)

 

 

 

(176,527)

 

(1,044)

 

(15,902)

 

(16,946)

Adjustment for accumulated recoverable value

(60,861)

             

(60,861)

           

Balance at January 1, 2012

220,308

 

 

 

9,730

 

941

 

230,979

 

13,091

 

8,101

 

21,192

Effect of foreign exchange differences

   

30,501  

 

104

 

14,043

 

44,648

           

Acquisitions through business combination (*)

235,595

 

316,939

 

 

 

77,232

 

629,766

 

 

 

 

 

 

Acquisitions and expenditures

       

916

 

472

 

1,388

     

237

 

237

Disposals

 

 

 

 

 

 

(564)

 

(564)

 

 

 

 

 

 

Transfer of property, plant and equipment

       

3,861  

     

3,861

     

2,547

 

2,547

Amortization

 

 

 

 

(5,442)

 

 

 

(5,442)

 

 

 

(4,308)

 

(4,308)

Other movements

       

225

     

225

           

Balance at December 31, 2012

455,903

 

347,440

 

9,394

 

92,124

 

904,861

 

13,091

 

6,577

 

19,668

Cost

666,768

 

347,440

 

41,849

 

92,124

 

1,148,181

 

14,135

 

26,787

 

40,922

Accumulated amortization

(150,004)

 

 

 

(32,455)

 

 

 

(182,459)

 

(1,044)

 

(20,210)

 

(21,254)

Adjustment for accumulated recoverable value

(60,861)

             

(60,861)

           

Balance at December 31, 2012

455,903

 

347,440

 

9,394

 

92,124

 

904,861

 

13,091

 

6,577

 

19,668

Effect of foreign exchange differences

   

64,570  

 

148

 

18,127

 

82,845

         

Acquisitions and expenditures

 

 

 

 

635

 

 

 

635

 

 

 

11

 

11

Disposals

       

(1)

 

(820)

 

(821)

         

Impairment loss

(48,469)

 

 

 

 

 

 

 

(48,469)

 

 

 

 

 

Transfer of property, plant and equipment

       

74,958  

     

74,958

     

62,457

 

62,457

Loss of control over Transnordestina

 

 

 

 

(10,128) 

 

 

 

(10,128)

 

 

 

 

 

Amortization

   

(30,530)

 

(7,691)

     

(38,221)

     

(5,667)

 

(5,667)

Other movements

 

 

 

 

39

 

(259)

 

(220)

 

 

 

 

 

Balance at December 31, 2013

407,434

 

381,480

 

67,354

 

109,172

 

965,440

 

13,091

 

63,378

 

76,469

Cost

666,768

 

415,899

 

107,416

 

109,172

 

1,299,255

 

14,135

 

89,255

 

103,390

Accumulated amortization

(150,004)

 

(34,419)

 

(40,062)

     

(224,485)

 

(1,044)

 

(25,877)

 

(26,921)

Adjustment for accumulated recoverable value

(109,330)

 

 

 

 

 

 

 

(109,330)

 

 

 

 

 

Balance at December 31, 2013

407,434

 

381,480

 

67,354

 

109,172

 

965,440

 

13,091

 

63,378

 

76,469

 

(*) Goodwill based on expected future earnings, arising on the business combination of CSN Steel S. L. with the companies Stahlwerk Thüringen Gmbh (SWT) and Gallardo Sections on January 31, 2012 (see note 4).

 

The useful life of software is 01 to 05 years and of other intangible assets is 13 to 30 years.

 

Goodwill: The economic basis of goodwill is the expected future earnings and, in accordance with the new pronouncements, these amounts are not amortized since January 1, 2009, when they became subject only to impairment testing.

 

·       Impairment testing for goodwill

 

In order to conduct impairment testing, goodwill is allocated to CSN’s operating divisions that represent the lowest level of assets or group of assets at which goodwill is monitored by the Company's senior management, never above Operating Segments.

 

Cash generating unit

 

Segment

 

12/31/2013

 

12/31/2012

 

Investor

Containers (*)

 

Steel

 

158,748

 

207,217

 

CSN

Flat steel

 

Steel

 

13,091

 

13,091

 

CSN

Long steel

 

Steel

 

235,595

 

235,595

 

CSN Steel S.L.

 

 

 

 

407,434

 

455,903

   

 

 

PAGE 66 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

(*) Goodwill of the cash-generating unit (CGU) Steel Containers is presented net of an impairment loss recorded in 2011 in the line item of other operating income and expenses in the income statement for the year, amounting to R$60,861. During the 4th quarter of 2013, the Company identified again an impairment of goodwill of the CGU Steel Containers and recorded the amount of R$48,469.

 

The recoverable amount of a Cash-Generating Unit (“CGU”) is determined based on value-in-use calculations.

  

These calculations use cash flow projections, before income tax and social contribution, based on financial budgets approved by management for a three-year period. The amounts related to cash flows subsequent to the three-year period were extrapolated based on the estimated growth rates shown below. The growth rate does not exceed the average long-term growth rate of the industry in which the Cash-Generating Unit (“CGU”) operates.

 

The main assumptions used in calculating the values in use as of December 31, 2013 are as follows:

 

 

 

Steel containers

 

Flat steel

 

Long steel

Gross margin (i)

 

 

Average Gross Margin based on the history and the budget projections for the next 2 years; beginning in the third year, average price, operating cost and expense projections, simulated based on an industrial activity centralization and plant modernization scenario, also taking into account other revenues from sale of assets.

 

 

Average Gross Margin based on the history and projections approved by the Board for the next three years, and long-term price and foreign exchange curves obtained in industry reports.

 

Based on the projections approved by the Board for the next three years, long-term price and foreign exchange curves, and taking into consideration the production volume ramp up after plant start-up.

Cost adjustment

 

 

Operating costs based on the history and the budget projections for the next two years; beginning in the third year, operating cost projections incorporating the simulated benefits based on an industrial activity centralization and plant modernization scenario.

 

 

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

 

Cost adjustment based on historical data and price and foreign exchange curves obtained in industry reports.

Growth rate (ii)

 

 

Sales volume growth projection prepared based on the sales department’s forecast for the main market segments, and also taking into account the simulation of new production capacity based on an industrial activity centralization and plant modernization scenario.

 

 

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

 

Average growth rate of 2.0% p.a. used to extrapolate the cash flows after the budgeted period.

Discount rate (iii)

 

 

Effective discount rate of 8.2% p.a., before income tax and social contribution.

 

 

Effective discount rate of 8.2% p.a., before income tax and social contribution.

 

Effective discount rate of 8.2% p.a., before income tax and social contribution.

 

(i)   Budgeted gross margin.

(ii)  Weighted average growth rate, used to extrapolate the cash flows after the budgeted period.

(iii) Pretax discount rate, applied to cash flow projections.

 

 

 

 

 

 

 

 

PAGE 67 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

12.   BORROWINGS, FINANCING AND DEBENTURES

 

The balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

 

                   

Consolidated

 

 

 

 

 

 

 

Parent Company

   

Rates p.a. (%)

 

Current liabilities

Non-current liabilities

 

Current liabilities

 

Non-current liabilities

     

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepayment

 

1% to 3.50%

 

105,874

 

162,290

 

1,166,615

 

1,104,271

 

105,874

 

162,290

 

1,166,615

 

1,104,271

Prepayment

 

3.51% to 7.50%

 

207,331

 

8,954

 

1,276,717

 

878,705

 

343,912

 

121,962

 

4,084,099

 

3,105,474

Perpetual bonds

 

7.00%

 

3,189

 

2,781

 

2,342,600

 

2,043,500

               

Fixed rate notes

 

4.14 to 10%

 

156,868

 

1,265,330

 

5,505,110

 

4,802,225

 

19,439

 

1,422,531

 

2,433,517

 

2,122,809

Financed imports

 

6.24%

     

6,813

             

6,813

       

BNDES/FINAME

 

Res. 635/87 interest + 1.7% and 2.7%

 

12,356

 

32,395

 

 

 

10,755

 

11,334

 

29,703

 

 

 

9,863

Intercompany

 

6M Libor + 2.25 and 3%

                 

737,297

 

91,505

 

110,268

 

634,124

Other

 

1.40% to 8.00% + 1.2%

 

49,306

 

9,860

 

442,843

 

409,337

 

 

 

 

 

 

 

 

       

534,924

 

1,488,423

 

10,733,885

 

9,248,793

 

1,217,856

 

1,834,804

 

7,794,499

 

6,976,541

LOCAL CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES/FINAME

 

TJLP + 1.5% to 3.2% and 2.5% to 10% fixed rate

 

97,044

 

346,623

 

962,684

 

1,535,255

 

57,759

 

253,852

 

853,379

 

835,513

Debentures

 

105.8% to 110.8% CDI and TJLP + 0.85%

846,387

 

128,239

 

1,932,500

 

4,436,892

 

846,387

 

46,355

 

1,932,500

 

2,715,000

Prepayment

 

106.5% to 110,79% CDI and 8% fixed rate

101,330

 

163,812

 

5,345,000

 

4,800,000

 

79,302

 

147,713

 

3,345,000

 

2,800,000

CCB

 

112.5% CDI

 

1,085,436

 

62,072

 

6,200,000

 

7,200,000

 

1,085,436

 

62,072

 

6,200,000

 

7,200,000

Intercompany

 

110.79% CDI

                 

591,423

 

302,299

 

1,338,771

 

1,077,420

Other

 

 

 

8,527

 

10,983

 

15,505

 

16,581

 

2,119

 

1,986

 

2,118

 

3,973

       

2,138,724

 

711,729

 

14,455,689

 

17,988,728

 

2,662,426

 

814,277

 

13,671,768

 

14,631,906

Total borrowings and financing

 

2,673,648

 

2,200,152

 

25,189,574

 

27,237,521

 

3,880,282

 

2,649,081

 

21,466,267

 

21,608,447

Transaction costs and issue premiums

 

(30,841)

 

(31,030)

 

(85,951)

 

(101,939)

 

(25,588)

 

(27,578)

 

(71,607)

 

(89,958)

Total borrowings and financing + transaction costs

 

2,642,807

 

2,169,122

 

25,103,623

 

27,135,582

 

3,854,694

 

2,621,503

 

21,394,660

 

21,518,489

 

The balances of prepaid intercompany borrowings total R$2,943,964 as of December 31, 2013 (R$2,339,776 as of December 31, 2012) and the balances of Fixed Rate Notes and Intercompany Bond total R$2,452,956 (R$3,545,340 as of December 31, 2012), see note 19.

 

·       Funding transaction costs

 

As of December 31, 2013, funding transaction costs are as follows:

 

   

Consolidated

 

Parent Company

 

 

   

Current

 

Noncurrent

 

Current

 

Noncurrent

 

TIR (1)

           

Fixed rate notes

 

1,865

 

3,830

     

1,461

 

6.5% to 10.7%

BNDES

 

631

 

2,660

 

481

 

2,660

 

1.44% to 9.75%

Prepayment

 

8,162

 

15,766

 

5,120

 

2,864

 

10.08% to 12.44%

Prepayment

 

2,213

 

8,368

 

1,739

 

7,496

 

2.68% to 4.04%

CCB

 

17,472

 

54,834

 

17,472

 

54,834

 

11.33% to 14.82%

Other

 

498

 

493

 

776

 

2,292

 

6.75% to 12.59% and 10.7% to 13.27%

 

 

30,841

 

85,951

 

25,588

 

71,607

   

 

(1)    TIR – Annual internal rate of return

 

 

 

PAGE 68 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

·       Maturities of borrowings, financing and debentures presented in non-current liabilities

 

As of December 31, 2013, the principal of long-term borrowings, financing and debentures by maturity year is as follows:

 

   

Consolidated

 

Parent Company

2015

 

3,181,503

 

13%

 

3,317,566

 

15%

2016

 

3,210,020

 

13%

 

2,940,993

 

14%

2017

 

3,628,773

 

14%

 

3,307,440

 

15%

2018

 

3,997,706

 

16%

 

3,554,040

 

17%

2019

 

3,813,514

 

15%

 

2,913,417

 

14%

After 2019

 

5,015,458

 

19%

 

5,432,811

 

25%

Perpetual bonds

 

2,342,600

 

10%

       

 

 

25,189,574

 

100%

 

21,466,267

 

100%

 

·       Amortizations and new borrowings, financing and debentures

 

The table below shows the amortizations and new funding in the current year:

 

       

Consolidated

 

Parent Company

 

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Opening balance

 

29,304,704

 

26,973,247

 

24,139,992

 

23,335,636

Funding

 

1,697,363

 

3,520,263

 

1,363,253

 

2,712,471

Amortization

 

(4,300,240)

 

(4,876,453)

 

(3,991,884)

 

(4,713,335)

Loss of control over Trasnordestina

 

(3,180,821)

           

Other (*)

 

4,225,424

 

3,687,647

 

3,737,993

 

2,805,220

Closing balance

 

27,746,430

 

29,304,704

 

25,249,354

 

24,139,992

 

(*) Includes unrealized foreign exchange and inflation adjustments.

 

In December 2013, the Company redeemed all the Guaranteed Bonds issued in 2003, through its wholly-owned subsidiary CSN Islands VIII Corp., guaranteed by CSN, at a rate of 9.75% per year, amounting to US$550 million (R$1,270,775) in principal and US$27 million (R$62,295) in interest.

 

Borrowing and financing contracts with certain financial institutions contain some covenants that are usual in financial agreements in general and the Company is compliant with them as of December 31, 2013.

 

·       Debentures 

 

i. Companhia Siderúrgica Nacional

 

6h issue  

 

In September 2012 the Company issued 156,500 nonconvertible, unsecured debentures, of which 106,500 1st series debentures and 50,000 2nd series debentures, with a unit face value of R$10 totaling R$1,565,000 that pay interest equivalent to 105.80% of the CDI Cetip rate for the 1st series and 106.00% per year for the 2nd series, maturing in March and September 2015, respectively, both with early redemption option.

 

·       Guarantees provided

 

Guarantees provided for the borrowings comprise property, plant and equipment items and sureties and do not include guarantees provided for subsidiaries and jointly controlled entities. As of December 31, 2013, the amount is R$4,234 (R$12,233 as of December 31, 2012).

 

 

PAGE 69 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

13.   FINANCIAL INSTRUMENTS

 

I - Identification and measurement of financial instruments

 

The Company enters into transactions involving various financial instruments, mainly cash and cash equivalents, including short-term investments, marketable securities, trade receivables, trade payables, and borrowings and financing. Additionally, it also carries out transactions involving derivative financial instruments, especially exchange and interest rate swaps.

 

Considering the nature of these instruments, their fair value is basically determined by the use of Brazil’s money market and mercantile and futures exchange quotations. The amounts recorded in current assets and current liabilities have immediate liquidity or short-term maturity, mostly less than three months. Considering the maturities and features of such instruments, their carrying amounts approximate their fair values.

 

·           Classification of financial instruments

 

Consolidated

     

 

 

12/31/2013

 

 

 

12/31/2012

 

Notes

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

                     

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                                           

Cash and cash equivalents

 

5

 

 

 

 

 

9,995,672

 

 

 

9,995,672

 

 

 

 

 

11,891,821

 

 

 

11,891,821

Trade receivables, net

 

6

 

 

 

 

 

1,733,641

 

 

 

1,733,641

 

 

 

 

 

1,646,090

 

 

 

1,646,090

Guarantee margin on financial instruments

 

8 and 13

 

 

 

 

 

 

 

 

 

 

 

 

 

426,328

 

 

 

426,328

Derivative financial instruments

 

8 and 13

 

9,681

         

9,681

     

239,266

         

239,266

Trading securities

 

8

 

 

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

 

 

Total

     

 

 

19,587

 

11,729,313

 

 

 

11,748,900

 

 

 

239,266

 

13,964,239

 

 

 

14,203,505

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

                     

                 

Other trade receivables

 

8

 

 

 

 

 

9,970

 

 

 

9,970

 

 

 

 

 

8,983

 

 

 

8,983

Investments

     

2,405,174

             

2,405,174

 

2,336,137

             

2,336,137

Derivative financial instruments

 

8

 

 

 

3,879

 

 

 

 

 

3,879

 

 

 

 

 

 

 

 

 

Short-term investments

             

30,756

     

30,756

         

116,753

     

116,753

Total

 

 

 

2,405,174

 

3,879

 

40,726

 

 

 

2,449,779

 

2,336,137

 

 

 

125,736

 

 

 

2,461,873

                                             

Total assets

     

2,405,174

 

23,466

 

11,770,039

 

 

 

14,198,679

 

2,336,137

 

239,266

 

14,089,975

 

 

 

16,665,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

                     

                 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

             

2,673,648

 

2,673,648

             

2,200,152

 

2,200,152

Derivative financial instruments

 

13 and 14

 

6,822

 

 

 

 

 

6,822

 

 

 

244,333

 

 

 

 

 

244,333

Trade payables

                 

1,102,037

 

1,102,037

             

2,025,461

 

2,025,461

Total

 

 

 

 

 

6,822

 

 

 

3,775,685

 

3,782,507

 

 

 

244,333

 

 

 

4,225,613

 

4,469,946

                                             

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

             

25,189,574

 

25,189,574

             

27,237,521

 

27,237,521

Derivative financial instruments

 

13 and 14

 

17,375

 

 

 

 

 

17,375

 

 

 

 

 

 

 

 

 

 

Total

     

 

 

17,375

 

 

 

25,189,574

 

25,206,949

 

 

 

 

 

 

 

27,237,521

 

27,237,521

                                             

Total liabilities

 

 

 

 

 

24,197

 

 

 

28,965,259

 

28,989,456

 

 

 

244,333

 

 

 

31,463,134

 

31,707,467

 

  

·           Fair value measurement

 

The financial instruments recognized at fair value require the disclosure of fair value measurements in three hierarchy levels.

 

·           Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·           Level 2: other available inputs, except those of Level 1 that are observable for the asset or liability, whether directly (i.e., prices) or indirectly (i.e., derived from prices)

 

·           Level 3: inputs unavailable due to slight or no market activity and which is significant for the definition of the fair value of assets.

 

 

 

PAGE 70 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

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Version: 1

 

The following table shows the financial instruments recognized at fair value through profit or loss using a valuation method:

 

Consolidated

 

 

 

 

 

 

 

12/31/2013

 

 

 

 

 

 

 

12/31/2012

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                               

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

     

9,681

     

9,681

     

239,266

     

239,266

Trading securities

 

9,906

 

 

 

 

 

9,906

 

 

 

 

 

 

 

 

Non-current assets

                               

Available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

2,405,174

         

2,405,174

 

2,336,137

         

2,336,137

Financial assets at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

     

3,879

     

3,879

     

     

Total assets

 

2,415,080

 

13,560

 

 

 

2,428,640

 

2,336,137

 

239,266

 

 

 

2,575,403

                                 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

                               

Financial liabilities at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

     

6,822

     

6,822

     

244,333

     

244,333

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities at fair value through profit or loss

                               

Derivative financial instruments

 

 

 

17,375

 

 

 

17,375

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

24,197

 

 

 

24,197

 

 

 

244,333

 

 

 

244,333

 

II – Investments in financial instruments classified as available for sale and measured at fair value through OCI  

 

These consist mainly of investments in shares acquired in Brazil involving top ranked companies, which are recognized in non-current assets, and any gains or losses are recognized in shareholders' equity, where they will remain until actual realization of the securities or when any loss is considered unrecoverable.

 

Potential impairment of financial assets classified as available for sale      

 

The Company has investments in common (USIM3) and preferred (USIM5) shares (“Usiminas Shares”), designated as available-for-sale financial assets  as they do not meet the criteria to be classified within any of the other categories of financial instruments (loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss). The asset is classified as a non-current asset under line item “investments” and is carried at fair value based on the quoted price on the stock exchange (BM&FBOVESPA).

 

Considering the volatility of the quotations of Usiminas shares, the Company evaluated whether, at the end of the reporting period, there was objective evidence of impairment of these financial assets, i.e., the Company’s management evaluated if the decline in the market value of Usiminas shares should be considered either significant or prolonged. In turn, this valuation requires judgment based on CSN’s policy, prepared according to practices used in the domestic and international markets, and consists of an instrument by instrument analysis based on quantitative and qualitative information available in the market, from the time an instrument shows a drop of 20% or more in its market value or from the time there is a significant drop in its market value as compared to its acquisition price during more than twelve months.

 

Based on the qualitative and quantitative elements, management concluded, in its best judgment, that there was evidence of a significant impairment of the investment in Usiminas shares as of June 30, 2012, and, consequently, reclassified the accumulated losses recorded in other comprehensive income amounting to R$1,599,485, net of income tax and social contribution, to profit for the year, by recognizing R$2,022,793 in other operating expenses and R$423,308 in deferred taxes.

 

In December 2012 there was an additional recognition of R$264,441 related to deferred taxes on accumulated losses due to the annual analysis of the effective income tax and social contribution rate that took into consideration the temporary differences generated by this investment in CSN subsidiaries resulting from the reclassification of accumulated losses.

 

 

PAGE 71 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

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Version: 1

 

However, as of June 30, 2013, there was an additional decline in the quotation of the common shares (USIM3) as compared with the quotation as of June 30, 2012 which, according to the Company's accounting policy, generated a loss of R$5,002, recorded directly in other operating expenses. Beginning this date, pursuant to a Company's policy, gains and losses arising from the variation of the quotation of shares were recognized in other comprehensive income.

 

The Company continues to evaluate strategic alternatives with respect to its investment in Usiminas. These initiatives can, for example, affect the way an investment is recorded in the Company’s financial statements.

 

III – Fair values of assets and liabilities as compared to their carrying amounts

 

Financial assets and liabilities at fair value through profit or loss are recognized in current and non-current assets and liabilities, and any gains and possible losses are recognized as finance income or finance costs, respectively.

 

The amounts are recognized in the financial statements at their carrying amounts, which are substantially similar to those that would be obtained if they were traded in the market. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts, except the amounts below.

 

The estimated fair value of consolidated long-term borrowings and financing was calculated at prevailing market rates, taking into consideration the nature, term and risks similar to those of the recorded contracts, and was classified in level 1 of the hierarchy of “quoted prices (unadjusted) in active markets for identical assets or liabilities”, as compared below:

 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

2,345,789

 

1,938,780

 

2,046,281

 

2,102,366

Fixed rate notes

5,661,978

 

6,032,207

 

6,067,555

 

6,811,081

 

IV     Financial risk management policy

 

The Company has and follows a policy of managing its risks, with guidelines regarding the risks incurred by the company. Pursuant to this policy, the nature and general position of financial risks are regularly monitored and managed in order to assess the results and the financial impact on cash flow. The credit limits and the quality of counterparties’ hedge instruments are also periodically reviewed. 

  

The risk management policy was established by the Board of Directors. Under this policy, market risks are hedged when it is considered necessary to support the corporate strategy or when it is necessary to maintain a level of financial flexibility.

 

Under the terms of the risk management policy, the Company manages some risks by using derivative financial instruments. The Company’s risk policy prohibits any speculative deals or short sales.

 

·         Foreign exchange rate risk

 

The Company assesses its exchange exposure by subtracting its liabilities from its assets denominated in dollar and euro, thus arriving at its net exchange exposure, which is the foreign currency exposure risk. Therefore, besides the trade receivables arising from exports and investments overseas that in economic terms constitute natural hedges, the Company further considers and uses various financial instruments, such as derivative instruments (US$ to real and euro to dollar swaps, and forward exchange contracts, etc.) to manage its risks of fluctuations in currencies other than the Brazilian real.

 

·         Policies on the use of hedging derivatives

 

The Company’s financial policy reflects the parameters of liquidity, credit and market risks approved by the Audit Committee and Board of Directors. The use of derivative instruments in order to prevent fluctuations in interest and exchange rates from having a negative impact on the company’s balance sheet and income statement should consider the same parameters. As provided for in internal rules, this financial investment policy has been approved and is being managed by the finance officers.

 

 

PAGE 72 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

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Version: 1

 

 

At the meetings of the Executive Officers and Board of Directors, the officers and directors routinely present and discuss the Company’s financial positions. Under the bylaws, transactions involving material amounts require the prior approval of management bodies. The use of other derivative instruments is contingent upon the express prior approval of the Board of Directors.

 

To finance its activities, the Company resorts to the capital markets, both locally and internationally, and based on the indebtedness profile it is seeking, part of the debt is pegged to foreign currency, basically to the US dollar, which causes Management to seek hedging for debt through derivative financial instruments.

 

To contract derivative financial instruments for hedging within the internal control structure, the following policies are adopted:

 

·           ongoing calculation of exchange exposure that occurs by analyzing assets and liabilities exposed to foreign currency, under the following terms: (i) trade receivables and payables in foreign currency; (ii) cash and cash equivalents and debts in foreign currency considering the maturity of the assets and liabilities exposed to exchange fluctuations;

 

·           presentation of the financial position and exchange exposure on a routine basis of meetings of the Executive Officers and Board of Directors that approve the hedging strategy;

 

·           carrying out derivative hedging transactions only with leading banks, diluting the credit risk through diversification among these banks;

 

·           Foreign exchange exposure

 

The consolidated net exposure as of December 31, 2013 is as follows:

 

 

 

 

 

12/31/2013

Foreign Exchange Exposure

 

(Amounts in US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

 

4,086,520

 

1,266

Trade receivables - foreign market

 

303,186

 

33,994

Intercompany borrowings

 

154,098

 

78,026

Other assets

 

21,152

 

54,152

Total assets

 

4,564,956

 

167,438

Borrowings and financing

 

(4,589,982)

 

(121,041)

Trade payables

 

(39,383)

 

(2,202)

Other liabilities

 

(9,140)

 

(16,943)

Intercompany borrowings

 

(34,076)

   

Total liabilities

 

(4,672,581)

 

(140,186)

Gross exposure

 

(107,625)

 

27,252

Notional amount of derivatives contracted

 

403,000

 

(90,000)

Net exposure

 

295,375

 

(62,748)

 

Gains and losses on these transactions are consistent with the policies and strategies defined by management.

 

·             Exchange swap transactions

 

The Company carries out exchange swap transactions in order to hedge its assets and liabilities against any fluctuations in the US dollar-real parity. This hedge through exchange swaps provides the Company, through the long position of the contract, with a forward rate agreement (FRA) gain on the exchange coupon, which at the same time improves our investment rates and reduces the cost of our funding in the international market.

 

 

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(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

As of December 31, 2013, the consolidated position of these contracts is as follows:

 

               

 

 

 

 

12/31/2013

     

 

 

 

 

12/31/2012

 

12/31/2013

               

Appreciation (R$)

 

Fair value (market)

     

Appreciation (R$)

 

Fair value (market)

 

Impact on finance income (cost) in 2013

Counterparties

 

Transaction maturity

 

Functional currency

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Notional amount

 

Asset position

 

Liability position

 

Amounts receivable/ (payable)

 

Santander

 

1/2/2015

 

US dollar

 

10,000

 

26,512

 

(22,633)

 

3,879

 

10,000

 

22,686

 

(20,946)

 

1,740

 

2,139

Goldman Sachs

 

4/1/2014

 

US dollar

 

10,000

 

23,697

 

(22,799)

 

898

                 

898

HSBC

 

4/1/2014

 

US dollar

 

90,000

 

213,306

 

(205,171)

 

8,135

 

 

 

 

 

 

 

 

 

8,135

Total dollar-to-CDI swap

     

110,000

 

263,515

 

(250,603)

 

12,912

 

10,000

 

22,686

 

(20,946)

 

1,740

 

11,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

5/7/2014

 

US dollar

 

60,000

 

141,019

 

(141,359)

 

(340)

                 

(340)

Itaú BBA

 

5/7/2014 to 5/14/2014

 

US dollar

 

25,000

 

58,734

 

(58,485)

 

249

 

 

 

 

 

 

 

 

 

249

HSBC

 

5/7/2014

 

US dollar

 

153,000

 

359,599

 

(360,487)

 

(888)

                 

(888)

HSBC

 

5/7/2014 to 5/14/2014

 

US dollar

 

55,000

 

129,244

 

(128,862)

 

382

 

 

 

 

 

 

 

 

 

382

Total dollar-to-real swap (NDF)

     

293,000

 

688,596

 

(689,193)

 

(597)

 

 

 

 

 

 

 

 

 

(597)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BES

 

3/31/2014 to 4/24/2014

 

US dollar

 

11,801

 

27,878

 

(27,861)

 

17

 

44,392

 

90,687

 

(94,928)

 

(4,241)

 

4,035

Total dollar-to-euro swap

 

 

 

11,801

 

27,878

 

(27,861)

 

17

 

44,392

 

90,687

 

(94,928)

 

(4,241)

 

4,035

                                             

Itaú BBA

 

02/19/2014

 

Euro

 

30,000

 

94,858

 

(96,632)

 

(1,774)

 

40,000

 

51,793

 

(52,876)

 

(1,083)

 

(2,534)

HSBC

 

02/19/2014

 

Euro

 

30,000

 

94,900

 

(96,632)

 

(1,732)

 

25,000

 

32,373

 

(33,047)

 

(674)

 

(8,097)

Goldman Sachs

 

02/19/2014

 

Euro

 

30,000

 

94,880

 

(96,632)

 

(1,752)

 

25,000

 

32,363

 

(33,047)

 

(684)

 

(2,559)

Total dollar-to-euro swap (NDF)

     

90,000

 

284,638

 

(289,896)

 

(5,258)

 

90,000

 

116,529

 

(118,970)

 

(2,441)

 

(13,190)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank

 

12/12/2013

 

Yen

             

 

59,090,000

 

237,526

 

(236,965)

 

561

 

(5,374)

Total yen-to-dollar swap

 

 

 

 

 

 

 

59,090,000  

 

237,526

 

(236,965)

 

561

 

(5,374)

                                             

CSFB

 

2/12/2014

 

Real

 

21,500

 

36,526

 

(36,862)

 

(336)

 

64,500

 

109,540

 

(110,226)

 

(686)

 

(4,268)

Total LIBOR-to-CDI interest rate swap

     

21,500

 

36,526

 

(36,862)

 

(336)

 

64,500

 

109,540

 

(110,226)

 

(686)

 

(4,268)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

3/1/2016

 

Real

 

150,000

 

152,610

 

(159,712)

 

(7,102)

                 

(7,102)

HSBC

 

2/5/2016 to 3/1/2016

 

Real

 

185,000

 

187,395

 

(197,157)

 

(9,762)

 

 

 

 

 

 

 

 

 

(9,762)

Deutsche Bank

 

3/1/2016

 

Real

 

10,000

 

10,114

 

(10,625)

 

(511)

                 

(511)

Fixed rate-to-CDI interest rate swap

 

 

 

345,000

 

350,119

 

(367,494)

 

(17,375)

 

 

 

 

 

(17,375)

                                             

 

 

 

 

1,651,272

 

(1,661,909)

 

(10,637)

 

 

 

576,968

 

(582,035)

 

(5,067)

 

(25,597)

 

 

·         Classification of the derivatives in the balance sheet and statement of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Instruments

 

Assets

 

Liabilities

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

9,033

 

3,879

 

12,912

 

 

 

 

 

 

11,172

Dollar-to-euro swap (NDF)

         

 

5,258  

     

5,258

 

(13,190)

Yen-to-dollar swap (*)

 

 

 

 

 

 

 

 

 

(5,374)

Dollar-to-euro swap

 

17

     

17

         

 

4,035

Dollar-to-real swap (NDF)

 

631

 

 

 

631

 

1,228

 

 

 

1,228

 

(597)

Libor-to-CDI swap

         

 

336

     

336

 

(4,268)

Fixed rate-to-CDI swap

 

 

 

 

 

 

 

 

17,375  

 

17,375

 

(17,375)

   

9,681

 

3,879

 

13,560

 

6,822

 

17,375

 

24,197

 

(25,597)

                             
                           

12/31/2012

Instruments

 

Ativo

 

Passivo

 

Finance income (costs), net (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

CDI-to-dollar swap

 

1,740

 

 

 

1,740

 

 

 

 

 

 

8,301

Dollar-to-euro swap (NDF)

         

 

2,441  

     

2,441

 

(5,116)

Yen-to-dollar swap

 

237,526

 

 

 

237,526

 

236,965

 

 

 

236,965

 

307

Dollar-to-euro swap

         

 

4,241

     

4,241

 

(8,065)

Libor-to-CDI swap

 

 

 

 

 

 

686

 

 

 

686

 

(9,166)

   

239,266

 

 

239,266

 

244,333

 

 

244,333

 

(13,739)

 

 

 

PAGE 74 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

(*) The positions of the swap transactions were settled on December 12, 2013, together with its guarantee deposit.

 

Dollar-to-CDI exchange swap

 

As of December 31, 2013 the Company held a short position in a foreign exchange swap of US$110,000,000, where it receives exchange differences plus interest of 3.5% per year on average and pays 100% of CDI in the short position of the foreign exchange swap.

 

Dollar-to-real swap (NDF)            

 

The Company conducted NDF (Non Deliverable Forward) transactions for the purpose of ensuring the forward purchase of US dollars, which are settled, without physical delivery, by the difference in contracted R$/US$ buy parity against the R$/US$ sell parity, with is the Sale Ptax T-1 to maturity. The transactions are contracted with prime financial institutions, on the over-the-counter market, and allocated to the exclusive funds.

 

US dollar-to-Euro exchange swap

 

The subsidiary Lusosider carries out transactions with derivatives to hedge its exposure against the euro-dollar fluctuation.

 

US dollar-to-Euro exchange swap (NDF)

 

In addition to the swaps above, the Company also contracted NDFs (non-deliverable forwards) to hedge its euro-denominated assets. Basically the Company contracted financial derivatives for its euro-denominated assets, where it will receive the difference between the US dollar exchange rate change for the period, multiplied by the notional amount (long position) and pay the difference between the exchange rate change in euro for the period on the notional euro amount on the contract date (short position). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparties prime financial institutions, contracted under the exclusive funds.

 

Interest rate swap transactions (LIBOR to CDI)

 

The objective of these transactions is to hedge transactions indexed to US dollar LIBOR against fluctuations in Brazilian interest rates. Basically, the Company carried out swaps of its obligations indexed to the LIBOR, in which it receives interest of 1.25% p.a. on the notional value of the dollar (long position) and pays 96% of the CDI on the notional amount in reais of the contract date (short position), hedging an export prepayment transaction of the same amount. The gains and losses on these contracts are directly related to fluctuations in exchange rates (US$) and interest rates (LIBOR and CDI). In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution.

 

Interest rate swap transactions (Fixed rate to CDI)

 

Its purpose is to peg obligations subject to a fixed rate to the fluctuation of the average interest rate of the one-day interbank deposits (CDI), calculated and disclosed by CETIP. Basically, the Company carried out swaps of its obligations indexed to the fixed rate, in which it receives interest on the notional amount (long position) and pays 100% of the CDI on the notional amount in reais of the contract date (short position). The gains and losses on this contract are directly related to CDI variation. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution, contracted within the exclusive funds.

 

·         Sensitivity analysis of exchange rate swaps

 

The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the currency, using as reference the closing exchange rate as of December 31, 2013 for dollar-to-real exchange swap R$2.3426, and for dollar-to-euro exchange swap R$1.3773.

 

 

PAGE 75 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

                   

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Probable scenario (*)

 

Scenario 1

 

Scenario 2

Dollar-to-CDI exchange swap

 

110,000

 

US dollar

 

12,912

 

(64,422)

 

(128,844)

                     

Total dollar-to-euro swap (NDF)

 

(90,000)

 

Euro

 

5,258

 

72,595

 

145,192

                     

Euro-to-dollar exchange swap

 

11,801

 

US dollar

 

17

 

(13,109)

 

(26,222)

                     

Dollar-to-real swap (NDF)

 

293,000

 

US dollar

 

597

 

(171,595)

 

(343,191)

 

(*) The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the market values as of December 31, 2013 recognized in liabilities.

 

·         Sensitivity analysis of interest rate swaps

 

The Company considered scenarios 1, 2, 3 and 4 as 25% and 50% of appreciation and devaluation for volatility of the interest as of December 31, 2013.

 

   

12/31/2013

Instruments

 

Notional amount

 

Risk

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

 

 

                     

LIBOR-to-CDI interest rate swap

 

21,500

 

(Libor) US$

 

(9,849)

 

(11,725)

 

9,849

 

11,725

 

 

                     

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

(11,428)

 

(19,855)

 

5,425

 

13,852

 

 

·         Interest rate risk

 

Short- and long-term liabilities indexed to floating interest rate and inflation indices. Due to this exposure, the Company undertakes derivative transactions to better manage these risks.

 

·         Sensitivity analysis of changes in interest rates

 

The Company considers the effects of a 5% increase or decrease in interest rates on its outstanding borrowings, financing and debentures as of December 31, 2013 in the consolidated financial statements.

 

       

Impact on profit or loss

Changes in interest rates

 

% a.a

 

12/31/2013

 

12/31/2012

TJLP

 

5.00

 

2,521

 

8,409

Libor

 

0.35

 

5,725

 

6,535

CDI

 

9.77

 

71,507

 

49,566

 

·         Share market price risks

 

The Company is exposed to the risk of changes in equity prices due to the investments made and classified as available-for-sale. Equity investments refer to blue chips traded on BM&F BOVESPA.

 

The following table shows the impact of the net changes in the market value of financial instruments classified as available-for-sale on shareholders' equity, in other comprehensive income.

 

 

 

 

PAGE 76 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

           

Consolidated

   

Other comprehensive income

   

12/31/2013

 

12/31/2012

 

Net change

Net change in available-for-sale financial assets

 

779,526

 

732,141

 

47,385

 

The Company considers as probable scenario the amounts recognized at market values as of December 31, 2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered scenarios 1 and 2 as 25% and 50% of appreciation for volatility of the shares.

 

   

 

Impact on equity

Companies

 

Probable

 

Scenario 1

 

Scenario 2

Usiminas

 

772,190

 

199,711

 

399,421

Panatlântica

 

7,336

 

2,947

 

5,894

 

 

779,526

 

202,658

 

405,315

 

 

·         Credit risks

 

The exposure to credit risks of financial institutions is in line with the parameters established in the financial policy. The Company adopts the practice of analyzing in detail the financial position of its customers and suppliers, establishing a credit limit and conducting ongoing monitoring of the outstanding balance. 

 

As regards short-term investments, the Company only makes investments in institutions with low credit risk as rated by credit rating agencies. As part of the funds is invested in repos (repurchase agreements) backed by Brazilian government bonds, there is also exposure to Brazil’s sovereign risk.

 

·         Capital management

 

The Company manages its capital structure to ensure that it will be capable of providing return to its shareholders and benefits to other stakeholders, and maintain an optimal capital structure to reduce this cost.

 

·         Liquidity risk

 

It is the risk that the Company may not have sufficient net funds to honor its financial commitments as a result of mismatching of terms or volumes between scheduled receipts and payments.

 

To manage cash liquidity in domestic and foreign currency, assumptions of future disbursements and receipts are established and daily monitored by the treasury area. The payment schedules for the long-term portions of borrowings, financing and debentures are shown in note 12.

 

The following table shows the contractual maturities of financial liabilities, including accrued interest.

 

 

 

 

 

 

 

 

 

 

PAGE 77 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

 

 

 

 

 

 

 

Consolidated

At December 31, 2013

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

2,673,648

 

6,391,523

 

11,439,993

 

7,358,058

 

27,863,222

Derivative financial instruments

6,822

 

17,375

         

24,197

Trade payables

1,102,037

             

1,102,037

 

                 

At December 31, 2012

                 

Borrowings, financing and debentures

2,200,152

 

2,838,954

 

10,248,009

 

14,150,558

 

29,437,673

Derivative financial instruments

244,333

             

244,333

Trade payables

2,025,461

             

2,025,461

 

 

 

 

 

 

 

 

 

 

 

V – Margin deposits

 

The Company holds margin deposits totaling R$426,328 as of December 31, 2012; this amount is invested at Deutsche Bank as guarantee of the derivative financial instrument contracts, basically swaps between CSN Islands VIII and CSN. This deposit was settled together with the respective swap on December 12, 2013.

 

14.   OTHER PAYABLES

 

The group of other payables classified in current and non-current liabilities is comprised as follows:

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Parent Company

 

Current

Non-current

 

Current

 

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Payables to related parties (Note 19 b)

422,150

 

703,236

 

8,522,685

 

7,758,093

 

735,880

 

889,414

 

8,873,825

 

7,905,889

Derivative financial instruments (Note 13 I)

6,822

 

244,333

 

17,375

 

 

 

336

 

686

 

 

 

 

Dividends and interest on capital payable to Company owners (Note 19 a)

 

155,537

 

 

 

 

 

 

 

155,537

 

 

 

 

Dividends and interest on capital payable non-controlling shareholders

2,036

 

146,081

         

2,036

 

146,081

       

Advances from customers

28,213

 

31,062

 

 

 

 

 

17,501

 

17,927

 

 

 

 

Taxes in installments (Note 16)

247,387

 

166,818

 

1,454,838

 

1,085,079

 

218,667

 

139,731

 

1,294,666

 

917,602

Profit sharing - employees

121,631

 

7,771

 

 

 

 

 

113,039

 

 

 

 

 

 

Other payables

144,612

 

127,202

 

66,673

 

165,877

 

51,497

 

33,803

 

5,241

 

103,605

 

972,851

 

1,582,040

 

10,061,571

 

9,009,049

 

1,138,956

 

1,383,179

 

10,173,732

 

8,927,096

 

 

15.   INCOME TAX AND SOCIAL CONTRIBUTION

 

(a)   Income tax and social contribution recognized in profit or loss:

 

The income tax and social contribution recognized in profit or loss for the year are as follows:

 

     

Consolidated

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Income tax and social contribution (expenses) income

             

Current

(1,290,755)

 

(321,999)

 

(859,213)

   

Deferred

1,216,594

 

1,274,207

 

651,444

 

1,022,019

 

(74,161)

 

952,208

 

(207,769)

 

1,022,019

 

The reconciliation of Company and consolidated income tax and social contribution expenses and income and the result from applying the effective rate on profit before income tax (IRPJ) and social contribution (CSLL) are as follows:

 

 

 

 

 

 

PAGE 78 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

     

Consolidated

     

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Profit (loss) before income tax and social contribution

608,155

 

(1,432,782)

 

716,794

 

(1,442,132)

Tax rate

34%

 

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

(206,773)

 

487,146

 

(243,710)

 

490,325

Adjustment to reflect effective rate:

             

Interest on capital benefit

255,000

     

255,000

   

Share of profits of investees

       

510,833

 

452,742

Income subject to special tax rates or untaxed

227,097

 

444,378

       

Transfer pricing adjustment

(31,404)

     

(31,404)

   

REFIS effect

(689,299)

 

39,256

 

(689,299)

 

39,256

Tax loss carryforwards without recognizing deferred taxes

(166,734)

 

(42,683)

       

Subsidiaries’ tax credit

550,270

           

Other permanent deductions (add-backs)

(12,318)

 

24,111

 

(9,189)

 

39,696

Income tax and social contribution in profit for the year

(74,161)

 

952,208

 

(207,769)

 

1,022,019

Effective tax rate

12%

 

-66%

 

29%

 

-71%

 

(b)   Deferred income tax and social contribution:

                  

The deferred income tax and social contribution are calculated on income tax and social contribution loss carryforwards and related temporary differences between the tax bases of assets and liabilities and the accounting balances of the financial statements. They are presented at net amounts when related to a sole jurisdiction.

 

                 

Consolidated

 

Opening balance

 

Movement

 

Closing balance

 

12/31/2012

 

Comprehensive income

 

Profit or loss

 

Tax credits (**)

 

12/31/2013

Deferred tax assets

 

 

 

 

 

 

 

 

 

Income tax loss carryforwards

818,705

 

32,800

 

289,105

 

(8,314)

 

1,132,296

Social contribution loss carryforwards

242,606

 

 

 

153,390

 

(6,690)

 

389,306

Acquisition of income tax loss carryforwards (Law 12,865/13 REFIS)

       

401,953  

 

(401,953)

   

Acquisition of social contribution tax loss carryforwards (Law 12,865/13 REFIS)

 

 

 

148,316  

 

(148,316)

 

 

Temporary differences

1,115,768

 

(77,567)

 

210,724

     

1,248,925

- Provision for tax, social security, labor, civil and environmental risks

171,262

 

 

 

36,245

 

 

 

207,507

- Provision for environmental liabilities

130,358

     

(12,563)

     

117,795

- Asset impairment losses

53,887

 

 

 

(437)

 

 

 

53,450

- Inventory impairment losses

29,638

     

(1,082)

     

28,556

- (Gains) losses on financial instruments

47,524

 

 

 

(51,349)

 

 

 

(3,825)

- (Gains) losses on available-for-sale financial assets

310,586

 

(24,410)

 

803

     

286,979

- Actuarial liability (pension and healthcare plan)

157,684

 

(33,143)

 

7,397

 

 

 

131,938

- Accrued supplies and services

55,072

     

36,735

     

91,807

- Estimated losses on doubtful debts

25,812

 

 

 

1,937

 

 

 

27,749

- Goodwill on merger

(89,402)

 

(19,996)

 

(13,774)

     

(123,172)

- Unrealized exchange differences (*)

197,944

 

 

 

348,097

 

 

 

546,041

- (Gain) on loss of control over Transnordestina

       

(224,096) 

     

(224,096)

- Other

25,403

 

(18)

 

82,811

 

 

 

108,196

Non-current assets

2,177,079

 

(44,767)

 

1,203,488

 

(565,273)

 

2,770,527

                   

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

- Business combination

225,965

 

41,263

 

(15,119)

     

252,109

- Other

12,276

 

2,435

 

2,013

 

 

 

16,724

Non-current liabilities

238,241

 

43,698

 

(13,106)

 

 

 

268,833

 

 

 

 

PAGE 79 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

Parent Company

 

Opening balance

 

Movement

 

 

 

Closing balance

 

12/31/2012

 

Comprehensive income

 

Profit (loss)

 

Merger and partial spin-off of subsidiaries (***)

 

12/31/2013

Deferred tax assets

 

 

 

 

 

 

 

 

 

Income tax loss carryforwards

639,247

 

 

 

280,663

 

 

 

919,910

Social contribution loss carryforwards

231,805

 

 

 

157,501

 

 

 

389,306

Temporary differences

998,723

 

(140,514)

 

213,280

 

232,293

 

1,303,782

- Provision for tax, social security, labor, civil and environmental risks

164,342  

 

 

 

35,103

 

 

 

199,445

- Provision for environmental liabilities

130,358

     

(12,563)

     

117,795

- Asset impairment losses

45,733

 

 

 

1,354

 

 

 

47,087

- Inventory impairment losses

29,472

     

(1,107)

     

28,365

- (Gains) losses on financial instruments

47,511  

 

 

 

(51,386)

 

 

 

(3,875)

- (Gains) losses on available-for-sale financial assets

138,144  

 

(107,410)

 

1,145

 

232,293

 

264,172

- Actuarial liability (pension and healthcare plan)

157,802  

 

(33,104)

 

7,365

 

 

 

132,063

- Accrued supplies and services

52,379

     

37,388

     

89,767

- Estimated losses on doubtful debts

24,804  

 

 

 

1,375

 

 

 

26,179

- Goodwill on merger

10,031

     

(10,031)

       

- Unrealized exchange differences (*)

197,944

 

 

 

348,097

 

 

 

546,041

- (Gain) on loss of control over Transnordestina

       

(224,096) 

     

(224,096)

- Other

203

 

 

 

80,636

 

 

 

80,839

Non-current assets

1,869,775

 

(140,514)

 

651,444

 

232,293

 

2,612,998

 

(*) The Company taxes foreign exchange differences on a cash basis to calculate income tax and social contribution.

 

(**) Utilization of tax credits on tax loss carryforwards of subsidiaries to settle tax debts as prescribed by Law 12865/13, Art. 40, Par. 7 (REFIS). (See Note 16.)

 

(***) Deferred income tax and social contribution asset arising from the merger of the subsidiary Florestal Nacional and partial spin-off of the subsidiaries CSN Cimentos and Companhia Metalúrgica Prada (note 9b).

 

Some Group companies recognized tax credits on income tax and social contribution loss carryforwards not subject to statute of limitations and based on the history of profitability and expected future taxable profits determined in technical studies approved by Management.

 

Since they are subject to significant factors that may change the projections for realization, the carrying amounts of deferred tax assets and projections are reviewed annually. These studies indicate the realization of these tax assets within the term stipulated by the mentioned instruction and the limit of 30% of the taxable profit.

 

The estimate of recovery of the deferred income tax and social contribution assets is as follows:

 

 

 

Consolidated

 

Parent Company

Up to 1 year

 

380,960

 

324,753

From 1 to 2 years

 

485,077

 

439,545

From 2 to 3 years

 

651,435

 

540,787

From 3 to 5 years

 

4,130

 

4,131

 

 

1,521,602

 

1,309,216

 

Certain Group companies have tax assets amounting to R$196,461 and R$28,556, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, of which R$37,082 expire in 2015, R$10,982 in 2018 and R$84,324 in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

 

The Company’s corporate structure includes foreign subsidiaries whose profits are subject to income tax levied by the related countries, recognized at tax rates lower than in Brazil.

 

For the years of 2010 to 2013 these subsidiaries generated profits amounting to R$4,027,058, which, tax authorities may understand that have already been distributed, hence, it would be subject to additional taxation in Brazil, in the approximate amount of R$1,300,000 in income tax and social contribution. The Company, based on its legal counsel’s opinion, assessed the likelihood of loss in a potential challenge by tax authorities as possible and, therefore, no provision was recognized in the financial statements.

 

 

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(c)   Income tax and social contribution recognized in shareholders' equity:

 

The income tax and social contribution recognized directly in shareholders' equity are as follows:

 

     

Consolidated

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Income tax and social contribution

             

Actuarial gains on defined benefit pension plan

33,012

 

66,155

 

32,876

 

65,980

Changes in the fair value on available-for-sale financial assets

(401,574)

 

(377,164)

 

(392,574)

 

(285,164)

Exchange differences on translating foreign operations

(425,510)

 

(425,510)

 

(425,510)

 

(425,510)

 

(794,072)

 

(736,519)

 

(785,208)

 

(644,694)

 

 

(d)   Provisional Act 627 of 2013

 

On November 11, 2013 Provisional Act 627 (“MP”) was issued to repeal the Transitional Tax Regime (RTT) and introduce other provisions, including: (i) it amends Decree Law 1,598/77, which addresses the corporate income tax, and the social contribution on net income law; (ii) it establishes that any change in or the adoption of accounting methods and criteria under administrative measures issued based on the jurisdiction attributed by the Commercial Law, after the enactment of this Provisional Act, shall not have any impact on the calculation of federal taxes until a tax law addressing the matter is enacted; (iii) it provides for a specific treatment of the potential taxation of profits or dividends; (iv) it includes provisions on the calculation of interest on capital; and (v) it provides new considerations about investments accounted for by the equity method of accounting. The provisions of Provisional Act 627 are effective from 2015, however, its early irrevocable adoption in 2014 could eliminate the potential tax effects, especially those related to dividends and interest on capital actually paid since 2008 until the Provisional Act issue date.

 

The Company prepared studies on the possible effects that could arise from the provisions of said Provisional Act and concluded that they would not result in material adjustments to its financial statements for the year ended December 31, 2013.

 

Management is awaiting the analysis of said Provisional Act by the Legislative Power to decide on its possible early adoption in  calendar 2014.

 

(e)   Tax incentives

 

The Company is granted by Income Tax incentives based on the legislation in effect, such as:  Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for Audiovisual Activities, and Funds for the Rights of Children and Adolescents.  As of December 31, 2013, these tax incentives total R$329 (R$237 as of December 31, 2012).

 

16.   TAXES IN INSTALLMENTS

 

In November and December 2013 the Company jointed the Tax Recovery Program established by Law 12,865/13 and Law 11,941/09.

 

The position of the debts arising from these tax installment plans, recorded in taxes in installments in current and non-current liabilities, is as follows:

 

 

 

 

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Consolidated

 

Parent Company

 

Current

Non-current

 

Current

 

Non-current

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Federal REFIS Law 11,941/09 (a)

140,446

 

119,977

 

1,001,630

 

998,668

 

121,399

 

102,689

 

845,838

 

840,621

Federal REFIS Law 12,865/13 (a)

27,124

     

384,872

     

27,167

     

384,872

   

Other taxes in installments (b)

79,817

 

46,841

 

68,336

 

86,411

 

70,101

 

37,042

 

63,956

 

76,981

 

247,387

 

166,818

 

1,454,838

 

1,085,079

 

218,667

 

139,731

 

1,294,666

 

917,602

 

 

a)      Tax Recovery Program (Federal Refis) – Law 11,941/09  and Law 12,865/13

 

·         New deadline – Law 11,941/09

 

On November 26, 2009, the Group companies joined the Tax Recovery Programs established by Law 11,941/09 and Provisional Act 470/2009, aimed at settling tax liabilities through a special payment system and installment plan for the settlement of tax and social security obligations.

 

With the new deadline to join the Law 11,941/09 tax installment program established by the RFB/PGFN, pursuant to Law 12,865/13, the Company analyzed with its legal counsel the lawsuits that could have changed or be subject to new jurisprudence, the Company concluded that some tax debts could be included in the new tax installment plan on December 27, 2013.

 

·         Overseas profits – Law 12,865/13

 

Under Article 40 of Law 12,865/13, the federal government allowed the payment in installments of income tax and social contribution arising from the application of Article 74 of Provisional Act 2158-35/2001, the so-called overseas profits, which requires that profits earned by foreign subsidiaries or associates be taxed at yearend.

 

The Company elected to join the amounts corresponding to the assessed period (2004-2009), on November 29, 2013.   

 

Both programs provide for reductions in fines and interest, however, only income tax and social contribution debt arising from the application of Law 12,865/12 could be settled with tax credits claimed on tax loss carryforwards of subsidiaries and the parent company. The tax credit utilized by the subsidiaries total R$565,273, of which R$550,270 did not have a recognized tax credit, as shown in Note 15.

 

The remaining balance was divided into 180 monthly installments adjusted by the SELIC and the amount determined pursuant to Laws 11,941/09 and 1,2865/13 is subject to approval by the tax authorities.

 

Joining the programs described above had a negative impact on the Company's profit for the fourth quarter, as shown below: 

 

 

 

 

 

 

 

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Consolidated

 

Parent Company

Taxes

 

(805,748)

 

(803,662)

Fines and charges

 

(569,465)

 

(568,350)

Interest

 

(519,764)

 

(515,644)

Total

 

(1,894,977)

 

(1,887,656)

 

 

     

Discounts

       

Fines and charges

 

446,570

 

445,901

Interest

 

255,102

 

253,846

Utilization of income tax and social contribution credit on tax loss carryforwards

565,273

 

565,273

Total reductions

 

1,266,945

 

1,265,020

 

 

     

Total taxes payable

 

(628,032)

 

(622,636)

 

 

     

Deferred income tax and social contribution on fines and interest

224,769

 

224,769

 

 

     

Net effect on loss (profit)

 

(403,263)

 

(397,867)

 

b)      Other tax installments (regular and other)

 

The Group companies also joined the Regular social security tax (INSS) installment plan and other plans.

 

17.   PROVISION FOR TAX, SOCIAL SECURITY, LABOR, CIVIL AND ENVIRONMENTAL RISKS AND JUDICIAL DEPOSITS

 

Claims of different nature are being challenged at the appropriate courts. Details of the accrued amounts and related judicial deposits are as follows:

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

12/31/2013

 

 

 

12/31/2012

 

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

Tax

 

259,725

 

87,391

 

178,657

 

99,400

Social security and labor

 

298,637

 

138,911

 

263,700

 

156,772

Civil

 

82,143

 

29,022

 

96,705

 

36,109

Environmental

 

4,262

 

961

 

7,056

   

Escrow deposits

 

   

8,935

     

11,350

   

644,767

 

265,220

 

546,118

 

303,631

Legal obligations challenged in courts:

 

             

Tax

               

Education salary premium

 

46,193

 

46,193

 

24,077

 

46,193

Income tax/”Verão” plan

 

20,892

 

366,951

 

20,892

 

348,969

Other provisions

 

101,331

 

15,350

 

97,157

 

19,233

   

168,416

 

428,494

 

142,126

 

414,395

 

 

813,183

 

693,714

 

688,244

 

718,026

 

 

 

 

 

 

 

 

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Version: 1

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

12/31/2013

 

 

12/31/2012

 

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

Judicial deposits

Tax

 

218,899

 

75,672

 

152,481

94,419

Social security and labor

 

254,116

 

115,579

 

223,127

131,399

Civil

 

65,667

 

24,614

 

74,134

32,110

Environmental

 

4,262

 

892

 

7,056

 

Escrow deposits

 

   

5,212

   

8,280

   

542,944

 

221,969

 

456,798

266,208

Legal obligations challenged in courts:

 

           

Tax

             

Education salary premium

 

46,193

 

46,193

 

24,077

46,193

Income tax/”Verão” plan

 

20,892

 

366,951

 

20,892

348,969

Other provisions

 

101,331

 

15,350

 

97,157

19,233

   

168,416

 

428,494

 

142,126

414,395

 

 

711,360

 

650,463

 

598,924

680,603

 

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 2013 were as follows:

 

                   

Consolidated

 

 

 

 

 

 

 

 

 

 

Current + Non-current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

Tax

 

320,783

 

72,980

 

42,475

 

(8,097)

 

428,141

Social security

 

43,858

     

3,403

     

47,261

Labor

 

219,842

 

100,304

 

24,924

 

(93,694)

 

251,376

Civil

 

96,705

 

6,862

 

2,022

 

(23,446)

 

82,143

Environmental

 

7,056

 

3,663

 

964

 

(7,421)

 

4,262

   

688,244

 

183,809

 

73,788

 

(132,658)

 

813,183

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

 

Circulante + Non-current

Nature

 

12/31/2012

 

Additions

 

Net adjustment

 

Net utilization of reversal

 

12/31/2013

Tax

 

294,607

 

54,436

 

38,294

 

(22)

 

387,315

Social security

 

43,288

     

3,249

     

46,537

Labor

 

179,839

 

90,807

 

19,743

 

(82,810)

 

207,579

Civil

 

74,134

 

3,245

 

1,960

 

(13,672)

 

65,667

Environmental

 

7,056

 

1,763

 

954

 

(5,511)

 

4,262

   

598,924

 

150,251

 

64,200

 

(102,015)

 

711,360

 

 

The provision for tax, social security, labor, civil and environmental liabilities was estimated by management and is mainly based on the legal counsel’s assessment. Only proceedings for which the risk is classified as probable loss are accrued. Moreover, this provision includes tax liabilities resulting from contingencies filed by the Company, subject to SELIC (Central Bank’s policy rate).

 

 

 

 

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a) Tax lawsuits

 

I - Income tax and social contribution

 

“Verão” Plan - CSN is claiming the recognition of financial and tax effects on the calculation of income tax and social contribution, related to removal by the government of inflation measured according to the Consumer Price Index (IPC) in January and February 1989, involving a total percentage figure of 51.87% (‘Plano Verão”).

 

In 2004 the lawsuit was terminated with a final and unappealable decision that granted the right to apply the index of 42.72% (January 1989), with the 12.15% already applied to be deducted from this index. The final decision also granted application of the index of 10.14% (February 1989). The proceeding is currently at expert discovery stage.

 

As of December 31, 2013, there is an amount of R$366,951 (R$348,969 as of December 31, 2012) deposited in court, classified in a specific account of judicial deposits in long-term receivables, and a provision of R$20,892 (R$20,892 as of December 31, 2012), which represents the portion not recognized by the courts.

 

II - Salary premium for education - "Salário Educação"

 

CSN has filed a lawsuit challenging the constitutionality of the salary premium for education and for discussing the possibility of recovering the amounts paid in the period from January 5, 1989 to October 16, 1996. The lawsuit was unsuccessful, and the TRF upheld the decision unfavorable to CSN, a decision that is final and unappealable.

 

In view of the final and unappealable decision, CSN tried to make payment of the amount due, though the FNDE and INSS did not reach an agreement as to which agency should receive it. They also required that the amount should be paid along with a fine, with which the Company did not agree.

 

Lawsuits were then filed challenging the above events, with judicial deposit of the amounts involved in the lawsuits. In the first lawsuit, the lower court partly accepted the Company’s request, with the judge deducting the fine, but upholding the SELIC rate, with counterarguments against the defendant’s appeal against the SELIC rate.

 

As of December 31, 2013 the accrued amount totals R$46,193 (R$24,077 as of December 31, 2012) and the judicial deposit amounts to R$46,193 (R$46,193 as of December 31, 2012).

 

III - Other

 

CSN has also recognized provisions for lawsuits relating to INSS, FGTS Complementary Law 110, PIS Law 10,637/02 and PIS/COFINS - Manaus Free Trade Zone, totaling R$101,331 as of December 31, 3012 (R$97,157 as of December 31, 2012), which includes legal charges.

 

b) Payroll and related taxes

 

As of December 31, 2013, the Group is a defendant in 9,067 labor lawsuits, for which a provision has been recorded in the amount of R$251,376 (R$219,842 as of December 31, 2012). Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) as a result of federal government economic plans, health care plan, indemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and differences in profit sharing from 1997 to 1999 and from 2000 to 2003.

 

c) Civil lawsuits

 

Among the civil lawsuits in which the Company is a defendant are claims for compensation. Generally these lawsuits result from on-the-job accidents, occupational diseases and contractual litigation related to the industrial activities of the Group, real estate actions, healthcare plan, and reimbursement of costs incurred in labor courts. For lawsuits involving civil matters, a provision has been recognized in the amount of R$82,143 as of December 31, 2013 (R$96,705 as of December 31, 2012)

 

 

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d) Other

 

§  Competition 

 

On June 14, 2010, the Regional Federal Court of Brasília rejected the annulment action filed by CSN against CADE, which aimed at annulling its fine for the alleged infringements laid down in Articles 20 and 21, I, of Law 8,884/1984. The Company filed appropriate appeals against this decision, which were dismissed, resulting in the filing of a Motion for clarification, which is pending judgment.  The collection of the R$65,292 fine is suspended by a Court decision, which stays the collection as from the date CSN issued a guarantee letter. This proceeding is classified as risk of possible loss.

              

§  Environmental 

 

The environmental administrative/judicial proceedings filed against the Company include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities and public civil actions claiming regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. The environmental proceedings total R$4,262 (R$7,056 as of December 31, 2012).

 

In July 2012 the Company received a legal notice in the lawsuit filed by the State Attorney's Office of the State of Rio de Janeiro, related to Volta Grande IV district in the city of Volta Redonda-RJ, claiming, among others, the removal of two industrial waste cells and 750 (seven hundred and fifty) homes. This lawsuit is classified as probable loss risk, but there is not an estimated amount due to the illiquidity of the claims.

 

As a result of the lawsuit mentioned in the paragraph above, after August 2012 the Company received legal notices related to some lawsuits filed by one of the dwellers of the Volta Grande IV district, who claims the payment of compensation for property damages and pain and suffering, whose amounts are illiquid at the moment, and this lawsuit is classified as possible loss risk.

 

On the same matter (Bairro Volta Grande IV), in August 2013 the Company received a subpoena about the lawsuits filed by the Federal Public Prosecution Office (Federal Courts), which has the same claim of the lawsuit filed by the State Public Prosecution Office, described above. This new lawsuit is classified with a possible level of risk, since the trend is that the State courts’ decision prevails also in the Federal courts. The risk amount in this new lawsuit is the same of the lawsuit filed by the State Public Prosecution Office.

 

§  Other administrative and judicial proceedings

 

The Group is a defendant in other administrative and judicial proceedings (tax, social security, labor, civil, and environmental), in the approximate amount of R$12,370,964, of which

 

(a)  R$6,525,528 refers to the tax assessment notice issued against the Company for an alleged sale of 40% of the shares of its subsidiary NAMISA to a Japanese-Korean consortium, thus failing to determine and pay taxes on the capital gain resulting from this transaction, and in May 2013, the São Paulo (SP) Regional Judgment Office (lower administrative court) issued a decision favorable to the Company and cancelled the tax assessment notice. In light of this decision, an ex-officio appeal was filed that will be judged by the Administrative Board of Tax Appeals (CARF);

 

(b)  R$680,546 refers to tax foreclosures filed to require the Company to pay the ICMS, as liable party, allegedly due on the electricity purchased from a Generating Plant and fully consumed in the manufacturing of steel products. The tax auditors believe that the use of electricity in the production process does not exclude the Company responsibility for withholding ICMS levied on delivery of this input in the plant.

 

 

 

 

 

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(c)  R$533,890 refers to the offset of taxes that were not approved by the Federal Revenue Service for different reasons. The taxes involved are CSLL, IRPJ, IPI, PIS and COFINS. The analysis of the entire documentation evidences the right to claim credits and the right to file the offset requests, processed at the time. 

 

(d)  R$417,537 refers to the decision issued by the Federal Revenue Service that partially approved the request to pay debts in installments governed by Provisional Act 470/09, due to the insufficiency of tax loss carryforwards. When it consolidated the tax installment plan, the Federal Revenue Service considered the existing outstanding balance in the Inflationary Profit Tax Return (SAPLI) as the correct amount: however, this balance already included the adjustments to tax loss carryforwards as a result of the Overseas Profits tax assessment notice issued against the Company.

 

(e)  R$330,421 refers to the disallowance of the ICMS credits claimed by the Company in the period 04/1999-07/2002 on the transfer of iron ore between the Casa de Pedra mine and the Presidente Vargas Plan. According to the tax auditors, the tax base used on the transfer under the Minas Gerais State Law is not accepted under the Rio de Janeiro State Law, reason why the difference was disallowed. 

 

(f)   R$260,321 refers to the disallowance of the ICMS credits on the acquisition of subsidiary INAL’s units located in the State of Rio de Janeiro. According to the tax auditors, the acquisition of a unit does not entitle an entity to claim ICMS credits. In light of these tax assessments, the Company filed for an injunction at the time and its right to change its State taxpayer master file was recognized, to state that the units acquired belong to CSN. This decision was favorable to the Company and can be applied in the judgment of our appeals by the Rio de Janeiro State Taxpayers Board.

 

(g)  R$2,153,777 refers to other tax (federal, state, and municipal) lawsuits.

 

(h)  R$1,044,079 refers to labor and social security lawsuits; R$350,218 refers to civil lawsuits, and R$74,647 refers to environmental lawsuits.  

 

The assessments made by legal counsel define these administrative and judicial proceedings as entailing risk of possible loss and, therefore, no provision was recorded in conformity with Management’s judgment and accounting practices adopted in Brazil.

 

18.   PROVISION FOR ENVIRONMENTAL LIABILITIES AND DECOMMISSIONING OF ASSETS

 

The balance of the provision for environmental liabilities and decommissioning of assets is as follows:

 

 

 

 

Consolidated

 

 

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Environmental liabilities

346,455

 

383,405

 

346,455

 

383,405

Decommissioning of assets

23,999

 

21,292

 

19,261

 

17,082

 

370,454

 

404,697

 

365,716

 

400,487

 

 

a) Environmental liabilities

 

As of December 31, 2013, a provision is maintained for expenditures relating to environmental investigation and recovery services for potentially contaminated areas surrounding establishments in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. Estimated expenditures will be reviewed periodically and the amounts already recognized will be adjusted whenever needed. These are management’s best estimates considering recovery studies in areas that have been degraded and are in the process of being used for activities. This provision is recognized in operating expenses.

 

The provision is measured at the present value of the expenditures required to settle the obligation, using a pretax rate that reflects current market assessments of the time value of money and the specific risks of the obligation. The increase in the obligation due to passage of time is recognized as other operating expenses.

 

 

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The long-term interest rate used to discount to present value and update the provision through December 31, 2013 was 11.00%. The liability recognized is periodically updated based on the general market price index (IGPM) for the period.

 

b) Decommissioning of assets

 

Obligations on decommissioning of assets consist of estimated costs for decommissioning, retirement or restoration of areas upon the termination of activities related to mining resources. The initial measurement is recognized as a liability discounted to present value and subsequently through increase in expenses over time.  The asset decommissioning cost equivalent to the initial liability is capitalized as part of the carrying amount of the asset, being depreciated over the useful life of the asset.

 

19.   RELATED-PARTY BALANCES AND TRANSACTIONS

 

a)     Transactions with Holding Company

 

Vicunha Siderurgia S.A. is a holding company set up for the purpose of holding equity interests in other companies and is the Company’s main shareholder, with 47.86% of the voting shares.

 

Rio Iaco Participações S.A. holds 3.99% of CSN.

 

·  Liabilities 

             

Companies

 

Proposed

Paid

 

Dividends

 

Dividends

 

Interest on capital

Vicunha Steel

 

   

435,482

 

358,921

Rio Iaco

     

36,319

 

29,934

Total at 12/31/2013

 

   

471,801

 

388,855

Total at 12/31/2012

 

155,537

 

622,164

   

 

 

Vicunha Siderurgia’s corporate structure is as follows (unaudited information):

 

Vicunha Aços S.A. – holds 99.99% of Vicunha Siderurgia S.A.

Vicunha Steel S.A. – holds 66.96% of Vicunha Aços S.A.

National Steel S.A. – holds 33.04% of Vicunha Aços S.A.

CFL Participações S.A. – holds 40% of National Steel S.A. and 39.99% of Vicunha Steel S.A.

Rio Purus Participações S.A. – holds 60% of National Steel S.A. 59.99% of Vicunha Steel S.A. and 99.99% of Rio Iaco Participações S.A.

 

 

 

 

 

 

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b)     Transactions with subsidiaries, jointly controlled entities, associates, exclusive funds and other related parties

 

·           By transaction

 

   

Consolidated

   

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

           

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables

 

107,443

     

107,443

           

Loans

 

147,273

 

603,862

 

751,135

 

 

 

 

 

 

Dividends receivable

 

717,595

     

717,595

           

Actuarial asset

 

 

 

97,051

 

97,051

 

 

 

 

 

 

Other receivables

 

15,658

 

18,129

 

33,787

           

 

 

987,969

 

719,042

 

1,707,011

 

 

 

 

 

 

Liabilities

                       

Other payables

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

             

600

 

618

 

1,218

Advances from customers (1)

 

 

 

 

 

 

 

421,550

 

8,522,067

 

8,943,617

Trade payables

             

52,949

     

52,949

Actuarial liability

 

 

 

 

 

 

 

 

 

11,139

 

11,139

   

 

 

 

 

 

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Statement of Income

 

                 

Revenues

 

 

 

                 

Sales

 

862,004

                   

Interest

 

25,576

 

                 

Expenses

                       

Purchases

 

(917,469)

 

                 

Interest

 

(421,659)

                   

Total at 12/31/2013

 

(451,548)

 

                 

Total at 12/31/2012

 

(67,354)

                   

 

 

a.   Advance from customer received from the jointly controlled entity Nacional Minérios S.A. Refers to the contractual obligation of supply of iron ore and port services. The contract is subject to interest rate of 12.5% p.a. and expires in September 2042.

 

 

 

 

 

 

 

 

PAGE 89 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

·           By company

 

   

Consolidated

   

Assets

 

Liabilities

 

Statement of Income

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income and costs, net

 

Total

                   

Parent Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vicunha Steel S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,849)

 

(1,849)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,849)

 

(1,849)

Subsidiaries

                                       

Ferrovia Transnordestina Logística S.A. (1)

 

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

(62)

 

(62)

   

60,498

 

45,216

 

105,714

 

 

 

 

 

 

 

 

 

 

 

(62)

 

(62)

Jointly controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

797,939

 

321,466

 

1,119,405

 

422,150

 

8,522,685

 

8,944,835

 

357,731

 

(3,519)

 

(394,456)

 

(40,244)

MRS Logística S.A.

 

30,635

 

 

 

30,635

 

43,194

 

 

 

43,194

 

 

 

(555,261)

 

 

 

(555,261)

Transnordestina Logística S.A (2)

 

33,431

 

237,262

 

270,693

             

46

     

(883)

 

(837)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

4,899

 

8,363

 

13,262

 

6,056

 

 

 

6,056

 

 

 

(122,348)

 

 

 

(122,348)

CGPAR Construção Pesada S.A.

 

546

 

9,236

 

9,782

 

3,677

     

3,677

     

(200,689)

     

(200,689)

 

 

867,450

 

576,327

 

1,443,777

 

475,077

 

8,522,685

 

8,997,762

 

357,777

 

(881,817)

 

(395,339)

 

(919,379)

Other related parties

                                       

CBS Previdência

 

 

 

97,051

 

97,051

 

8

 

 

 

8

 

 

 

(13,392)

 

 

 

(13,392)

Fundação CSN

 

320

 

448

 

768

 

14

 

11,139

 

11,153

     

(1,983)

 

83

 

(1,900)

Usiminas

 

18,112

 

 

 

18,112

 

 

 

 

 

 

 

50,722

 

(8,355)

 

 

 

42,367

Panatlântica

 

28,619

     

28,619

             

453,505

         

453,505

Ibis Participações e Serviços

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,717)

 

 

 

(9,717)

Companhia de Gás do Ceará

                             

(2,205)

     

(2,205)

 

 

47,051

 

97,499

 

144,550

 

22

 

11,139

 

11,161

 

504,227

 

(35,652)

 

83

 

468,658

Associates

                                       

Arvedi Metalfer do Brasil S.A.

 

12,970

 

 

 

12,970

 

 

 

 

 

 

 

 

 

 

 

1,084

 

1,084

Total at 12/31/2013

 

987,969

 

719,042

 

1,707,011

 

475,099

 

8,533,824

 

9,008,923

 

862,004

 

(917,469)

 

(396,083)

 

(451,548)

Total at 12/31/2012

 

1,208,633

 

418,760

 

1,627,393

 

715,422

 

7,845,506

 

8,560,928

 

563,203

 

(300,589)

 

(329,968)

 

(67,354)

 

1.   Refers to loans of the subsidiary FTL – Ferrrovia Transnordestina Logísitca S.A. to the jointly controlled entity Transnordestina Logística S.A.

 

2.   Transnordestina Logística S.A. contracts in Brazilian reais: interest equivalent to 102.5% of the CDI with final maturity in December 2015. As of December 31, 2013, borrowings total R$270,693 (R$210,966 as of December 31, 2012), of which R$33,431 is classified in short term and R$237,262 is classified in long term.

 

 

 

 

 

 

PAGE 90 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

·           By transaction

 

   

Parent Company

   

Assets

 

Liabilities

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

           

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (1)

 

632,645

     

632,645

           

Loans

 

46,722

 

237,710

 

284,432

 

 

 

 

 

 

Dividends receivable

 

774,147

     

774,147

           

Actuarial asset

 

 

 

96,665

 

96,665

 

 

 

 

 

 

Short-term and other investments (2)

 

100,560

 

134,543

 

235,103

           

Other receivables

 

16,180

 

155,932

 

172,112

 

 

 

 

 

 

   

1,570,254

 

624,850

 

2,195,104

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

                       

Prepayment

 

 

 

 

 

 

 

136,581

 

2,807,383

 

2,943,964

Fixed rate notes and intercompany bonds

             

19,439

 

2,433,517

 

2,452,956

Intercompany borrowings

 

 

 

 

 

 

 

1,328,720

 

1,449,039

 

2,777,759

Other payables

                       

Accounts payable

 

 

 

 

 

 

 

314,330

 

351,758

 

666,088

Advances from customers (3)

             

421,550

 

8,522,067

 

8,943,617

Trade payables

 

 

 

 

 

 

 

81,747

 

 

 

81,747

Actuarial liability

                 

11,118

 

11,118

 

 

 

 

 

 

 

 

2,302,367

 

15,574,882

 

17,877,249

Total at 12/31/2013

 

1,570,254

 

624,850

 

2,195,104

 

2,302,367

 

15,574,882

 

17,877,249

Total at 12/31/2012

 

1,872,304

 

1,647,437

 

3,519,741

 

3,005,668

 

13,837,314

 

16,842,982

                         

 

 

Statement of Income

                   

Revenues

                       

Sales

 

5,489,647

                   

Interest

 

48,972

                   

Exchange differences

 

8,859

                   

Expenses

                       

Purchases

 

(1,353,665)

                   

Interest

 

(1,571,144)

                   

Exchange differences

 

(905,436)

                   

Pension plan expenses

                       

Total at 12/31/2013

 

1,717,233

                   

Total at 12/31/2012

 

1,719,501

                   

 

 

1.   Intercompany receivables arise from product sales and service transactions between the parent and its subsidiaries and jointly controlled entities.

 

2.   Short-term investments total R$100,560 as of December 31, 2013 (R$874,395 as of December 31, 2012) and investments in Usiminas shares classified as available-for-sale total R$134,543 (R$133,756 as of December 31, 2012).

 

3.   Nacional Minérios S.A.: The advance from customer received from jointly controlled entity Nacional Minérios S.A. refers to the contractual obligation of supply of iron ore and port services. The contract is subject to interest rate of 12.5% p.a. and expires in September 2042.

 

 

 

 

 

 

 

 

PAGE 91 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

·           By company

 

   

Parent Company

   

Assets

 

Liabilities

 

Statement of Income

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income and costs, net

 

Exchange differences, net

 

Total

                     

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VIII Corp.

                                 

(71,690)

 

(156,119)

 

(227,809)

CSN Portugal, Unipessoal Lda.

 

 

 

 

 

 

 

98,113

 

50,611

 

148,724

 

 

 

 

 

(10,853)

 

(19,040)

 

(29,893)

CSN Europe Lda.

             

25,992

 

51,085

 

77,077

         

(116)

 

(8,625)

 

(8,741)

CSN Resources S.A. (1)

 

 

 

 

 

 

 

767,035

 

4,838,899

 

5,605,934

 

 

 

 

 

(277,066)

 

(703,470)

 

(980,536)

CSN Handel GmbH (2)

 

303,073

     

303,073

             

3,211,286

         

4,100

 

3,215,386

CSN Islands XII Corp.

 

 

 

 

 

 

 

2,179

 

351,390

 

353,569

 

 

 

 

 

(2,179)

 

(5,950)

 

(8,129)

CSN Ibéria Lda.

                 

59,183

 

59,183

         

(1,408)

 

(7,473)

 

(8,881)

ITA Energética S.A

 

2,340

 

 

 

2,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia Metalúrgica Prada (3)

 

201,726

 

29,967

 

231,693

 

96,457

 

196

 

96,653

 

1,106,695

 

(138,333)

         

968,362

CSN Cimentos S.A.

 

15,738

 

 

 

15,738

 

15,039

 

350,944

 

365,983

 

151,191

 

(2,190)

 

(27,641)

 

 

 

121,360

Companhia Metalic Nordeste

 

12

     

12

 

23,979

     

23,979

 

64,351

 

(1,091)

         

63,260

Estanho de Rondônia S.A.

 

1,063

 

850

 

1,913

 

2,521

 

 

 

2,521

 

 

 

(27,539)

 

 

 

 

 

(27,539)

Mineração Nacional

 

13

     

13

                               

Florestal Nacional S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,334

 

 

 

10,334

Companhia Florestal do Brasil

     

1,532

 

1,532

                               

Sepetiba Tecon S.A.

 

48,372

 

 

 

48,372

 

3,080

 

 

 

3,080

 

2,973

 

(3,948)

 

 

 

 

 

(975)

Congonhas Minérios S.A. (4)

             

608,247

 

1,338,771

 

1,947,018

         

(140,054)

     

(140,054)

Ferrovia Transnordestina Logística S.A.

 

 

 

5,482

 

5,482

 

180,282

 

 

 

180,282

 

 

 

 

 

 

 

 

 

 

CSN Energia S.A.

                             

(242,634)

         

(242,634)

Companhia Brasileira de Latas

 

4,689

 

90,924

 

95,613

 

11

 

 

 

11

 

91,147

 

(2,565)

 

 

 

 

 

88,582

Stahlwerk Thüringen GmbH

             

1,294

     

1,294

     

(17,896)

         

(17,896)

 

 

577,026

 

128,755

 

705,781

 

1,824,229

 

7,041,079

 

8,865,308

 

4,627,643

 

(436,196)

 

(520,673)

 

(896,577)

 

2,774,197

Jointly controlled entities

                                           

Nacional Minérios S.A. (5)

 

757,859

 

530

 

758,389

 

422,081

 

8,522,685

 

8,944,766

 

357,731

 

(3,519)

 

(1,040,138)

 

 

 

(685,926)

Transnordestina Logística S.A.

 

33,431

 

237,262

 

270,693

             

46

     

32,715

     

32,761

MRS Logística S.A.

 

30,635

 

 

 

30,635

 

43,194

 

 

 

43,194

 

 

 

(555,261)

 

 

 

 

 

(555,261)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

4,866

 

8,175

 

13,041

 

5,488

     

5,488

     

(122,348)

         

(122,348)

CGPAR Construção Pesada S.A.

 

5,856

 

18,472

 

24,328

 

7,353

 

 

 

7,353

 

 

 

(200,689)

 

 

 

 

 

(200,689)

   

832,647

 

264,439

 

1,097,086

 

478,116

 

8,522,685

 

9,000,801

 

357,777

 

(881,817)

 

(1,007,423)

 

 

 

(1,531,463)

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CBS Previdência

     

96,665

 

96,665

 

8

 

11,118

 

11,126

     

(13,392)

         

(13,392)

Fundação CSN

 

320

 

448

 

768

 

14

 

 

 

14

 

 

 

(1,983)

 

83

 

 

 

(1,900)

Usiminas

 

18,112

     

18,112

             

50,722

 

(8,355)

         

42,367

Panatlântica

 

28,619

 

 

 

28,619

 

 

 

 

 

 

 

453,505

 

 

 

 

 

 

 

453,505

Ibis Participações e Serviços

                             

(9,717)

         

(9,717)

Companhia de Gás do Ceará

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,205)

 

 

 

 

 

(2,205)

   

47,051

 

97,113

 

144,164

 

22

 

11,118

 

11,140

 

504,227

 

(35,652)

 

83

 

 

 

468,658

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

12,970

     

12,970

                     

1,084

     

1,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exclusive funds

                                           

Diplic, Mugen e Vértice

 

100,560

 

134,543

 

235,103

 

 

 

 

 

 

 

 

 

 

 

4,757

 

 

 

4,757

Total at 12/31/2013

 

1,570,254

 

624,850

 

2,195,104

 

2,302,367

 

15,574,882

 

17,877,249

 

5,489,647

 

(1,353,665)

 

(1,522,172)

 

(896,577)

 

1,717,233

Total at 12/31/2012

 

1,872,304

 

1,647,437

 

3,519,741

 

3,005,668

 

13,837,314

 

16,842,982

 

4,243,567

 

(872,334)

 

(1,344,715)

 

(307,017)

 

1,719,501

 

  

1.   CSN Resources S.A.: prepayment contracts in US dollars, Fixed Rate Notes, and Intercompany Bonds.

 

2.   CSN Handel GMBH: receivables of R$303,073 as of December 31, 2013 (R$75,718 as of December 31, 2012), classified in current assets. Refer to sales transactions on mining products.

 

3.   Companhia Metalúrgica Prada: receivables of R$201,726 as of December 31, 2013 (R$193,109 as of December 31, 2012), classified in current assets. Advance for future capital increase amounting to R$29,967 as of December 31, 2013 (R$12,500 as of December 31, 2012), classified in noncurrent assets. Refers to the purchase of steel and payment of ICMS.

 

4.   Congonhas Minérios S.A.: contracts in Brazilian reais related to intercompany loans.

 

5.   Nacional Minérios S.A.: The advance from customer received from jointly controlled entity Nacional Minérios S.A. refers to the contractual obligation of supply of iron ore and port services. The contract is subject to interest rate of 12.5% p.a. and expires in September 2042.

 

 

 

 

PAGE 92 of   120

 


 

(CONVENIENCE TRANSLATION INTO ENGLISH FROM THE ORIGINAL PREVIOUSLY ISSUED IN PORTUGUESE)

 

DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

c)     Other unconsolidated related parties

 

·  CBS Previdência

 

The Company is the main sponsor of this non-profit entity established in July 1960, primarily engaged in the payment of benefits that supplement the official government Social Security benefits to participants. In its capacity as sponsor, CSN carries out transactions involving the payment of contributions and recognition of actuarial liabilities calculated in defined benefit plans, as detailed in note 28. 

 

·  Fundação CSN

 

The Company develops socially responsible policies concentrated today in Fundação CSN, of which it is the founding. The transactions between the parties relate to the operating and financial support for Fundação CSN to carry out the social projects undertaken mainly in the locations where the Company operates.

 

·  Banco Fibra

 

Banco Fibra is under the control structure of Vicunha Siderurgia and the financial transactions carried out with this bank are limited to current account operations and investments in fixed-income securities.

 

·  Ibis Participações e Serviços Ltda.

 

Ibis Participações e Serviços is under the control of a Board member of the Company.

 

·  Companhia de Gás do Ceará

 

A natural gas distributor under the control structure of Vicunha Siderurgia.

 

(f)    Key management personnel

 

The key management personnel, who have authority and responsibility for planning, directing and controlling the Company’s activities, include the members of the Board of Directors and statutory directors. The following is information on the compensation of such personnel and the related balances as of December 31, 2013.

 

   

12/31/2013

 

12/31/2012

   

Statement of Income

Short-term benefits for employees and officers

 

29,540

 

30,539

Post-employment benefits

 

118

 

115

Other long-term benefits

 

n/a

 

n/a

Severance benefits

 

n/a

 

n/a

Share-based compensation

 

n/a

 

n/a

   

29,658

 

30,654

 

n/a – not applicable

 

(g)   Policy on investments and payment of interest on capital and dividends 

 

At a meeting held on December 11, 2000, the Board of Directors decided to adopt a profit distribution policy which, after compliance with the provisions contained in Law 6,404/76, as amended by Law 9,457/97, will entail the distribution of all the profit to the Company’s shareholders, provided that the following priorities are preserved, irrespective of their order: (i) carrying out the business strategy; (ii) fulfilling its obligations; (iii) making the required investments; and (iv) maintaining a healthy financial situation of the Company.

 

 

 

 

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Version: 1

 

20.   SHAREHOLDERS' EQUITY

 

I. Paid-in capital

 

Fully subscribed and paid-in capital as of December 31, 2012 and 2013 is R$4,540,000 represented by 1,457,970,108 book-entry common shares without par value. Each common share entitles its holder to one vote in Shareholders’ Meetings.

 

II. Authorized capital

 

The Company’s bylaws in effect as of December 31, 2013 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

 

III. Legal reserve

 

This reserve is recognized at the rate of 5% of the profit for each period, as provided for by Article  193 of Law 6,404/76, up to the ceiling of 20% of share capital.  

 

IV. Treasury shares

 

As of December 31, 2013, the Company did not have any treasury shares.

 

V. Ownership structure

 

As of December 31, 2013, the Company’s ownership structure was as follows:

 

   

 

 

12/31/2013

 

 

 

12/31/2012

   

Number of common shares

 

% of total shares

 

Number of common shares

 

% of total shares

Vicunha Steel S.A.

 

697,719,990

 

47.86%

 

697,719,990

 

47.86%

Rio Iaco Participações S.A. (*)

 

58,193,503

 

3.99%

 

58,193,503

 

3.99%

Caixa Beneficente dos Empregados da CSN - CBS

 

12,788,231

 

0.88%

 

12,788,231

 

0.88%

BNDES Participações S.A. - BNDESPAR

 

8,794,890

 

0.60%

 

27,509,316

 

1.89%

NYSE (ADRs)

 

356,019,691

 

24.42%

 

342,997,950

 

23.53%

BM&FBovespa

 

324,453,803

 

22.25%

 

318,761,118

 

21.85%

 

 

1,457,970,108

 

100.00%

 

1,457,970,108

 

100.00%

 

(*) Rio Iaco Participação S. A. is a company part of the control group.

 

 

 

 

 

 

 

 

 

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21.   PAYMENT TO SHAREHOLDERS

 

   

12/31/2013

Profit for the year

 

509,025

Legal reserve

 

(25,451)

Reversal of statutory working capital reserve

 

316,426

Profit for allocation

 

800,000

 

 

 

Allocation:

   

Dividends distributed on 08/06/2013 and 11/13/2013

 

610,000

Interest on capital distributed on 8/6/2013 and 11/13/2013

 

190,000

Total dividends and interest on capital

 

800,000

     

Weighted average number of shares

 

1,457,970

Dividends and interest on capital per share

 

0.54871

     

Additional information:

 

 

Prior years’ dividends payable

 

2,036

Dividends payable (balance in liabilities)

 

2,036

 

 

22.   NET SALES REVENUE

 

Net sales revenue is comprised as follows:

 

       

Consolidated  

     

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Gross revenue

 

             

Domestic market

 

14,635,703

 

13,742,201

 

13,509,822

 

12,669,583

Foreign market

 

6,143,242

 

4,813,693

 

3,531,793

 

997,509

 

 

20,778,945

 

18,555,894

 

17,041,615

 

13,667,092

Deductions

 

             

Cancelled sales and discounts

 

(206,109)

 

(312,687)

 

(203,712)

 

(318,287)

Taxes levied on sales

 

(3,260,404)

 

(3,014,618)

 

(2,908,470)

 

(2,708,188)

 

 

(3,466,513)

 

(3,327,305)

 

(3,112,182)

 

(3,026,475)

Net revenue

 

17,312,432

 

15,228,589

 

13,929,433

 

10,640,617

 

 

 

 

 

 

 

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23.   EXPENSES BY NATURE

 

   

 

 

Consolidated

 

 

 

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Raw materials and inputs

 

(5,998,881)

 

(5,734,685)

 

(4,120,230)

 

(3,331,619)

Labor cost

 

(1,590,892)

 

(1,482,838)

 

(1,264,122)

 

(1,045,144)

Supplies

 

(1,145,772)

 

(979,894)

 

(1,096,502)

 

(883,820)

Maintenance cost (services and materials)

 

(1,297,377)

 

(1,018,545)

 

(1,255,463)

 

(1,036,762)

Outsourcing services

 

(2,117,701)

 

(1,521,275)

 

(1,506,764)

 

(1,202,068)

Depreciation, amortization and depletion (Note 10 b)

(1,093,830)

 

(1,085,733)

 

(895,560)

 

(906,957)

Other

 

(538,218)

 

(677,105)

 

(608,601)

 

(286,374)

   

(13,782,671)

 

(12,500,075)

 

(10,747,242)

 

(8,692,744)

                 

Classified as:

 

             

Cost of sales (Note 26)

 

(12,422,706)

 

(11,258,667)

 

(9,906,380)

 

(8,039,597)

Selling expenses (Note 26)

 

(874,875)

 

(773,488)

 

(503,514)

 

(320,722)

General and administrative expenses (Note 26)

 

(485,090)

 

(467,920)

 

(337,348)

 

(332,425)

 

 

(13,782,671)

 

(12,500,075)

 

(10,747,242)

 

(8,692,744)

 

 

24.   OTHER OPERATING INCOME (EXPENSES)

 

       

Consolidated

 

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Other operating income

               

Untimely PIS/COFINS/ICMS credits

 

404

 

26,860

 

404

 

19,822

Reversal of actuarial liability/provision for actuarial asset

 

985

 

43,749

 

1,081

 

43,049

Lawsuit indemnities/wins

 

51,737

 

20,567

 

48,564

 

20,012

Rentals and leases

 

817

 

2,645

 

817

 

2,645

Reversal of provisions

 

7,120

 

1,953

 

196,779

 

36,033

Gain on loss of control over Transnordestina

 

473,899

     

473,899

   

Other revenues

 

31,101

 

15,127

 

9,299

 

4,566

 

 

566,063

 

110,901

 

730,843

 

126,127

                 

Other operating expenses

               

Taxes and fees

 

(103,446)

 

(72,999)

 

(81,422)

 

(14,939)

Provision for tax, social security, labor, civil and environmental risks,
net of reversals

(255,527)

 

(295,665)

 

(250,126)

 

(281,261)

Contractual, nondeductible fines

 

(6,479)

 

(61,439)

 

(563)

 

(70,624)

Depreciation of unused equipment (Note 10 b)

 

(61,763)

 

(14,739)

 

(28,287)

 

(13,590)

Residual value of permanent assets written off (Note 10)

 

(31,660)

 

(9,759)

 

(12,548)

 

(3,617)

Inventory impairment losses/reversals (Note 7)

 

5,975

 

(13,210)

 

6,918

 

(12,530)

Expenses on studies and project engineering

 

(95,688)

 

(58,080)

 

(94,649)

 

(56,523)

Pension plan expenses

     

(5,256)

     

(5,218)

Healthcare plan expenses

 

(55,720)

 

(51,234)

 

(55,740)

 

(51,203)

Impairment loss adjustment

 

(48,469)

           

Impairment of available-for-sale security

 

(5,002)

 

(2,022,793)

 

(3,369)

 

(1,245,024)

REFIS effect - Law 11,941/09 and Law 12,865/13, net

 

(129,743)

     

(128,593)

   

Impairment of the Transnordestina old railway system

 

(216,446)

           

Other expenses

 

(130,240)

 

(157,108)

 

(111,932)

 

(59,792)

 

 

(1,134,208)

 

(2,762,282)

 

(760,311)

 

(1,814,321)

Other operating income (expenses), net

 

(568,145)

 

(2,651,381)

 

(29,468)

 

(1,688,194)

 

 

 

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25.   FINANCE INCOME (COSTS)

 

   

 

 

Consolidated

 

 

 

Parent Company

   

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Finance income

 

 

 

 

 

 

 

 

Related parties (Note 19 b)

 

25,576

 

68,023

 

48,972

 

143,947

Income from short-term investments

 

125,685

 

177,328

 

16,032

 

10,187

Net effect of REFIS - Law 11,941/09 and MP 470/09

     

115,457  

     

115,457

Other income

 

20,723

 

31,036

 

9,286

 

17,936

   

171,984

 

391,844

 

74,290

 

287,527

Finance costs

 

 

 

 

 

 

 

 

Borrowings and financing - foreign currency

 

(743,276)

 

(675,379)

 

(74,648)

 

(75,199)

Borrowings and financing - local currency

 

(1,559,312)

 

(1,531,514)

 

(1,212,009)

 

(1,187,544)

Related parties (Note 19 b)

 

(421,659)

 

(397,991)

 

(1,571,144)

 

(1,488,663)

Capitalized interest (Notes 10 and 32)

 

490,747

 

401,827

 

309,073

 

276,596

Losses on derivatives (*)

 

(21,643)

 

(9,166)

 

(4,268)

 

(9,166)

REFIS effect - Law 11,941/09 and Law 12,865/13, net

 

(277,032)

 

 

 

(273,178)

 

 

Interest, fines and late payment charges

 

(72,065)

 

(157,277)

 

(59,057)

 

(149,351)

Other finance costs

 

(135,500)

 

(178,185)

 

(97,149)

 

(145,501)

   

(2,739,740)

 

(2,547,685)

 

(2,982,380)

 

(2,778,828)

Inflation adjustment and exchange differences, net

 

 

 

 

 

 

 

 

Inflation adjustments

 

(37,858)

 

(143,774)

 

(33,176)

 

(89,438)

Exchange differences

 

97,969

 

152,837

 

(997,113)

 

(452,665)

Exchange losses on derivatives (*)

 

(3,954)

 

(4,573)

       

 

 

56,157

 

4,490

 

(1,030,289)

 

(542,103)

                 

Finance costs, net

 

(2,511,599)

 

(2,151,351)

 

(3,938,379)

 

(3,033,404)

 

 

 

 

 

 

 

 

 

(*) Statement of gains and losses on derivative transactions

           

Real-to-dollar swap

 

11,172

 

8,301

 

 

 

 

Euro-to-dollar swap

 

(13,190)

 

(5,116)

       

Yen-to-dollar swap

 

(5,374)

 

307

 

 

 

 

Dollar-to-euro swap

 

4,035

 

(8,065)

       

Fixed rate-to-dollar swap

 

(597)

 

 

 

 

 

 

   

(3,954)

 

(4,573)

 

 

 

 

Libor-to-CDI swap

 

(4,268)

 

(9,166)

 

(4,268)

 

(9,166)

Fixed rate-to-CDI swap

 

(17,375)

           

 

 

(21,643)

 

(9,166)

 

(4,268)

 

(9,166)

   

(25,597)

 

(13,739)

 

(4,268)

 

(9,166)

 

26.   SEGMENT INFORMATION

 

According to the Group’s structure, its businesses are distributed into five (5) operating segments.

 

·          Steel 

 

The Steel Segment consolidates all the operations related to the production, distribution and sale of flat steel, long steel, metallic packaging and galvanized steel, with operations in Brazil, the United States, Portugal and Germany. This segment supplies the following markets: construction, steel packaging for the Brazilian chemical and food industries, home appliances, automobile and OEM (motors and compressors). The 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 packaging.

 

Overseas, Lusosider, which is based in Portugal, also produces metal sheets, as well as galvanized steel. CSN LLC in the U.S.A. meets local market needs by supplying cold rolled and galvanized steel.  In January 2012, CSN acquired Stahlwerk Thüringen (SWT), a manufacturer of long steel located in Unterwellenborn, Germany. SWT is specialized in the production of shapes used for construction and has an installed production capacity of 1.1 million metric tons of steel/year.   

 

 

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In January 2014 the production of long steel products started, with capacity of 500,000 metric tons per year, which will consolidate the company as a source of complete construction solutions, complementing its portfolio of products with high added value in the steel chain.

 

·          Mining 

 

This segment encompasses the activities of iron ore and tin mining, The high-quality iron ore operations are located in the Iron Quadrilateral in MG, the Casa de Pedra mine in Congonhas, MG, that produces high quality iron ore, as well as the jointly controlled entity Nacional Minérios S.A.  (Namisa), which has its own mines, also of excellent quality, and also sells third party iron ore. CSN also controls Estanho de Rondônia S.A. (ERSA), a company that has both tin mining and casting units.

 

CSN holds the concession to operate TECAR, a solid bulk terminal, one of the 4 (four) terminals that comprise the Itaguaí Port, in Rio de Janeiro. Importations of coal and coke are carried out through this terminal.

 

·          Logistics  

 

i. Railroad

 

CSN has equity interests in three railroad companies: MRS Logística, which manages the former Southeast Railway System of Rede Ferroviária Federal S.A. (RFFSA), Transnordestina Logística S.A. and FTL - Ferrovia Transnordestina Logística S.A. , which operate the former Northeast Railway System of the RFFSA in the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

a) MRS

 

The railroad transportation services provided by MRS are based on the supply of raw materials and the shipment of final products. The total amount of iron ore, coal and coke consumed by the Presidente Vargas Mill is carried by MRS, as is part of the steel produced by CSN for the domestic market and for export.

 

The Southeast Brazilian railroad system, encompassing 1,674 kilometers of tracks, serves the tri-state industrial area of São Paulo-Rio de Janeiro-Minas Gerais, linking the mines located in Minas Gerais to the ports located in São Paulo and Rio de Janeiro, and the steel mills of CSN, Companhia Siderúrgica Paulista (or Cosipa) and Gerdau Açominas.  Besides serving other customers, the railroad system carries iron ore from the Company’s mines in Casa de Pedra, Minas Gerais, and coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, and carries CSN’s export products to the ports of Itaguaí and Rio de Janeiro. Its volumes of cargo carried account for approximately 28% of the total volume carried by the Southeast railroad system.

 

b) TLSA and FTL

 

TLSA and FTL hold the concession of the former RFFSA’s Northeast Railway System. The Northeast railway system consists of 4,238 km of railroads divided into two stretches: i) Railway System I, which encompasses the stretches between São Luiz – Mucuripe, Arrojado – Recife, Itabaiana – Cabedelo, Paula Cavalcante – Macau – Recife, and Propriá – Jorge Lins (Railway System I), whose concession goes until 2027, renewable for an additional 30 years, held by FTL; and ii) Railway System II, which encompasses the stretches between Missão Velha – Salgueiro, Salgueiro – Trindade, Trindade – Eliseu Martins, Salgueiro – Porto de Suape, and Missão Velha – Porto de Pecém, whose concession goes until the earlier of 2057 or the date when Transnordestina Logística S.A. reaches a rate of annual return of 6.75% of its total investment.

 

Moreover, it links up with the main ports in the region, thus providing an important competitive advantage by means of opportunities for combined transportation solutions and logistics projects tailored to customer needs. 

 

 

 

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See further details on the restructuring of the Nova Transnordestina project in Note 9.

II. Ports

 

The Port logistics segment consolidates the operation of the terminal built during the post-privatization period of the ports, Sepetiba Tecon. The Sepetiba terminal features complete infrastructure to meet all the needs of exporters, importers and ship-owners. Its installed capacity exceeds that of most other Brazilian terminals. It has excellent depths of 14.5 meters in the mooring berths and a huge storage area, as well as the most modern and appropriate equipment, systems and intermodal connections.

 

The Company’s constant investment in projects in the terminals consolidates the Itaguaí Port Complex as one of the most modern in Brazil, at present with capacity for handling 480 thousand containers and 30 million metric tons per year of bulk cargo.

 

·       Energy 

 

CSN is one of the largest industrial consumers of electric power in Brazil. As energy is fundamental 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. For fuel the Central Unit uses the residual gases produced by the steel mill itself. Through these three power generation assets, CSN obtains total rated capacity of 430 MW.

 

·       Cement 

 

The cement division consolidates the cement production, distribution and sales operations, which use the slag produced by the Volta Redonda plant’s blast furnaces.  In 2011, the clinker used in cement production was acquired from third parties; however, at the end of 2011, with the completion of the first stage of the Arcos Clinker plant, MG, this plant already supplied the milling needs of CSN Cimentos in Volta Redonda.

 

The information presented to Management regarding the performance of each business segment is generally derived directly from the accounting records, combined with some intercompany allocations.

 

·       Sales by geographic area

 

Sales by geographic area are determined based on the customers’ location. On a consolidated basis, domestic sales are represented by revenues from customers located in Brazil and export sales are represented by revenues from customers located abroad.

 

·       Profit per segment

 

As explained in Note 3, beginning 2013, the Company no longer proportionately consolidates jointly controlled entities Namisa, MRS and CBSI.

 

For segment information preparation and presentation purposes, Management decided to maintain the proportionate consolidation of the jointly controlled entities, as historically presented. For consolidated profit reconciliation purposes, the amounts of these companies were eliminated in the column “Corporate expenses/elimination”.

 

 

 

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Version: 1

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Profit or loss

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/ elimination

 

Consolidated

     

Port

 

Railroads

       

Metric tons (thou.) - (unaudited) (*)

 

6,116,944

 

21,534,147

 

 

 

 

 

 

 

2,045,862

 

 

 

 

Net revenues

                             

Domestic market

 

9,695,736

 

679,974

 

194,842

 

1,074,216

 

211,797

 

415,577

 

(1,025,068)

 

11,247,074

Foreign market

 

2,697,471

 

4,616,754

 

 

 

 

 

(1,248,867)

 

6,065,358

Total net revenue (Note 22)

 

12,393,207

 

5,296,728

 

194,842

 

1,074,216

 

211,797

 

415,577

 

(2,273,935)

 

17,312,432

Cost of sales and services (Note 23)

 

(9,961,948)

 

(2,829,028)

 

(97,488)

 

(708,407)

 

(161,435)

 

(276,752)

 

1,612,352

 

(12,422,706)

Gross profit

 

2,431,259

 

2,467,700

 

97,354

 

365,809

 

50,362

 

138,825

 

(661,583)

 

4,889,726

General and administrative expenses (Note 23)

 

(738,655)

 

(69,364)

 

(22,743)

 

(100,062)

 

(20,384)

 

(68,219)

 

(340,538)

 

(1,359,965)

Depreciation (Note 10 b)

 

761,086

 

219,742

 

7,272

 

140,551

 

17,067

 

30,631

 

(82,519)

 

1,093,830

Proportionate EBITDA of jointly controlled entities

                         

780,606  

 

780,606

Adjusted EBITDA

 

2,453,690

 

2,618,078

 

81,883

 

406,298

 

47,045

 

101,237

 

(304,034)

 

5,404,197

                                 
                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2013

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/ elimination

 

Consolidated

     

Port

 

Railroads

       

Asia

 

45,105

 

3,610,625

 

 

 

 

 

 

 

 

 

 

 

3,655,730

North America

 

635,749

                         

635,749

Latin America

 

153,027

 

 

 

 

 

 

 

 

 

 

 

 

 

153,027

Europe

 

1,839,732

 

1,006,129

                     

2,845,861

Other

 

23,858

 

 

 

 

 

 

 

 

 

 

 

(1,248,867)

 

(1,225,009)

Foreign market

 

2,697,471

 

4,616,754

 

 

 

 

 

(1,248,867)

 

6,065,358

Domestic market

 

9,695,736

 

679,974

 

194,842

 

1,074,216

 

211,797

 

415,577

 

(1,025,068)

 

11,247,074

TOTAL

 

12,393,207

 

5,296,728

 

194,842

 

1,074,216

 

211,797

 

415,577

 

(2,273,935)

 

17,312,432

                                 
                                 

Profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2012

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/ elimination

 

Consolidated

     

Port

 

Railroads

       

Metric tons (thou.) - (unaudited) (*)

 

5,828,718

 

20,181,321

 

 

 

 

 

 

 

1,972,020

 

 

 

 

Net revenues

                               

Domestic market

 

8,478,244

 

713,445

 

151,514

 

1,066,756

 

228,667

 

387,672

 

(567,486)

 

10,458,812

Foreign market

 

2,324,038

 

3,772,104

 

 

 

 

 

(1,326,365)

 

4,769,777

Total net revenue (Note 22)

 

10,802,282

 

4,485,549

 

151,514

 

1,066,756

 

228,667

 

387,672

 

(1,893,851)

 

15,228,589

Cost of sales and services (Note 23)

 

(8,867,820)

 

(2,449,839)

 

(82,585)

 

(729,684)

 

(153,031)

 

(286,316)

 

1,310,608

 

(11,258,667)

Gross profit

 

1,934,462

 

2,035,710

 

68,929

 

337,072

 

75,636

 

101,356

 

(583,243)

 

3,969,922

General and administrative expenses (Note 23)

 

(616,976)

 

(59,404)

 

(20,482)

 

(95,246)

 

(21,792)

 

(68,195)

 

(359,313)

 

(1,241,408)

Depreciation (Note 10 b)

 

750,507

 

190,019

 

6,653

 

139,386

 

17,238

 

26,902

 

(44,972)

 

1,085,733

Proportionate EBITDA of jointly controlled entities

                         

717,627  

 

717,627

Adjusted EBITDA

 

2,067,993

 

2,166,325

 

55,100

 

381,212

 

71,082

 

60,063

 

(269,901)

 

4,531,874

                                 
                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2012

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses/ elimination

 

Consolidated

     

Port

 

Railroads

       

Asia

 

30,495

 

2,964,154

 

 

 

 

 

 

 

 

 

 

 

2,994,649

North America

 

585,505

 

16,589

                     

602,094

Latin America

 

203,069

 

 

 

 

 

 

 

 

 

 

 

 

 

203,069

Europe

 

1,491,195

 

791,361

                     

2,282,556

Other

 

13,774

 

 

 

 

 

 

 

 

 

 

 

(1,326,365)

 

(1,312,591)

Foreign market

 

2,324,038

 

3,772,104

 

 

 

 

 

(1,326,365)

 

4,769,777

Domestic market

 

8,478,244

 

713,445

 

151,514

 

1,066,756

 

228,667

 

387,672

 

(567,486)

 

10,458,812

TOTAL

 

10,802,282

 

4,485,549

 

151,514

 

1,066,756

 

228,667

 

387,672

 

(1,893,851)

 

15,228,589

 

 

(*) The ore sales volumes presented in this note take into consideration Company sales and the interest in its subsidiaries and jointly controlled entities (Namisa 60%).

 

Adjusted EBITDA is the tool based on which the chief operating decision maker measures segment performance and the capacity to generate recurring operating cash, and consists of profit for the year less net finance income (costs), income tax and social contribution, depreciation and amortization, share of profits of investments, and other operating income (expenses), plus the proportional EBITDA of jointly controlled entities. Even though it is an indicator used in segment performance measurements, EBITDA is not a measurement recognized by accounting practices adopted in Brazil or IFRS, does not have a standard definition, and may not be comparable with measurements using 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.

 

 

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Version: 1

 

 

       

Consolidated

   

12/31/2013

 

12/31/2012

Profit (loss) for the year

 

533,994

 

(480,574)

Depreciation (Note 10 b)

 

1,093,830

 

1,085,733

Income tax and social contribution (Note 15)

 

74,161

 

(952,208)

Finance income (Note 25)

 

2,511,599

 

2,151,351

EBITDA

 

4,213,584

 

1,804,302

Other operating income (expenses) (Note 24)

 

568,145

 

2,651,381

Share of profits of investees

 

(158,138)

 

(641,436)

Proportionate EBITDA of jointly controlled entities

 

780,606

 

717,627

Adjusted EBITDA (*)

 

5,404,197

 

4,531,874

 

 

(*) The Company discloses its adjusted EBITDA net of its share of profits of investments and other operating income (expenses) because it understands that these should not be included in the calculation of recurring operating cash generation.

 

27.   EARNINGS (LOSS) PER SHARE (EPS)

 

Basic earnings (loss) per share:

 

Basic earnings (loss) per share have been calculated based on the profit attributable to the owners of CSN divided by the weighted average number of common shares outstanding during the year, excluding the common shares purchased and held as treasury shares, as follows:

 

     

Consolidated

     

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

Common shares

 

Common shares

Profit (loss) for the year

             

Attributed to owners of the Company

509,025

 

(420,113)

 

509,025

 

(420,113)

Weighted average number of shares

1,457,970

 

1,457,970

 

1,457,970

 

1,457,970

Basic and diluted EPS

0.34913

 

(0.28815)

 

0.34913

 

(0.28815)

 

 

28.   EMPLOYEE BENEFITS

 

The pension plans granted by the Company cover substantially all employees. The plans are administered by Caixa Beneficente dos Empregados da CSN (‘CBS”), which is a private non-profit pension fund established in July 1960. The members of CBS are employees—and former employees—of the Company and some subsidiaries that joined the fund through an agreement, and the employees of CBS itself. The Executive Officers of CBS is comprised of a CEO and two other executive officers, all appointed by CSN, which is the main sponsor of CBS. The Decision-Making Board is the higher decision-making and guideline-setting body of CBS, presided over by the president of the pension fund and made up of ten members, six chosen by CSN in its capacity as main sponsor of CBS and four elected by the fund’s participants.

 

Until December 1995, CBS Previdência administered two defined benefit plans based on years of service, salary and Social Security benefits. On December 27, 1995 the then Private Pension Secretariat (“SPC”) approved the implementation of a new benefit plan, effective beginning that date, called Mixed Supplementary Benefit Plan (‘Mixed Plan”), structured in the form of a variable contribution plan. Employees hired after that date were only entitled to join the new Mixed Plan. In addition, all active employees who were participants of the old defined benefit plans had the opportunity to switch to the new Mixed Plan.

 

 

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As of December 31, 2013 CBS had 33,939 participants (33,037 as of December 31, 2012), of whom 19,325 were active contributors (18,262 as of December 31, 2012), 9,460 were retired employees (9,587 as of December 31, 2012), and 5,154 were related beneficiaries (5,188 as of December 31, 2012). Out of the total participants as of December 31, 2013, 13,061 belonged to the defined benefit plan, 18,457 to the mixed plan, 1,568 to the CBSPrev Namisa plan, and 763 to the CBSPrev plan.

 

 

The plan assets of CBS are primarily invested in repurchase agreements (backed by federal government bonds), federal securities indexed to inflation, shares, loans and real estate. As of December 31, 2013 CBS held 12,788,231 common shares of CSN (12,788,231 common shares as of December 31, 2012). The total plan assets of the entity amounted to R$4.1 billion as of December 31, 2013 (R$4.3 billion as of December 31, 2012). The administrators of the CBS funds seek to match plan assets with benefit obligations payable on a long-term basis. Pension funds in Brazil are subject to certain restrictions regarding their capacity for investment in foreign assets and, therefore, these funds invest mainly in Brazilian securities.

          

Plan Assets are all available assets and the benefit plans’ investments, not including the amounts of debts to sponsors.

 

For the defined benefit plans “35% of salary average” and “salary average Supplementation Plan”, the Company holds a financial guarantee with CBS Previdência, the entity that administrates said plans, to ensure their financial and actuarial balance, in the event of any future actuarial loss or actuarial gain. As provided for in the prevailing law that governs the pension fund market, for the years ended December 31, 2012 and 2013, there was no need for CSN to pay the installments, since the defined benefit plan posted actuarial gains for the period. 

 

a.      Description of the pension plans

 

Plan covering 35% of average salary

 

This plan began on February 1, 1966 and is a defined benefit plan aimed at paying pensions (for length of service, special situations, disability or old age) on a lifetime basis, equivalent to 35% of the adjusted average of the participant’s salary for the last 12 months. The plan also guarantees sick pay to participants on Official Social Security leaves of absence and further ensures payments of savings fund, funeral allowance and pecuniary aid. This plan was discontinued on October 31, 1977 when the new supplementary plan based on average salary took effect.

 

Supplementary average salary plan

 

This plan began on November 1, 1977 and is a defined benefit plan, aimed at complementing the difference between the adjusted average of the participant’s salary for the last 12 months and the Official Social Security benefit for retirement, also on a lifetime basis. As in the 35% plan, there is coverage for the benefits of sick pay, death and pension. This plan was discontinued on December 26, 1995 with the creation of the mixed supplementary benefit plan.

 

Mixed supplementary benefit plan

 

This plan began on December 27, 1995 and is a variable contribution plan. Besides the scheduled retirement benefit, it also covers the payment of risk benefits (pension paid while the participant is still working, disability compensation and sick/accident pay). Under this plan, the retirement benefit is calculated based on the amount accumulated by the monthly contributions of the participants and sponsors, as well as on each participant’s option for the manner in which they receive them, which can be lifetime (with or without continuity of pension for death) or through a percentage applied to the balance of the fund generating the benefit (loss for indefinite period). After retirement is granted, the plan takes on the characteristics of a defined benefit plan. This plan was discontinued on October 16, 2013 when the CBSOPrev plan became effective.

 

CBS Prev Plan

 

 

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The new CBS Prev Plan, which is a defined contribution plan, started on September 16, 2013. Under this plan, the retirement benefit is determined based on the accumulated amount by monthly contributions of participants and sponsors. To receive the benefit, each participant can opt for: (a) receiving part in cash (up to 25%) and the remaining balance through a monthly income through a percentage applied to the fund generating the benefit, not being applicable to death pension benefits, or (b) receive only a monthly income through a percentage applied to the fund generating the benefit.

 

With the creation of the CBS Prev Plan, the mixed supplementary benefit plan was discontinued for the entry of new participants as from September 16, 2013.

 

 

b.      Investment policy

 

The investment policy establishes the principles and guidelines that will govern the investments of funds entrusted to the entity, in order to foster the security, liquidity and profitability required to ensure equilibrium between the plan’s assets and liabilities, based on an ALM (Asset Liability Management) study that takes into consideration the benefits of participants and beneficiaries for each plan.

 

The investment plan is reviewed annually and approved by the Decision-Making Board considering a 5-year horizon, as established by resolution CGPC 7 of December 4, 2003. The investment limits and criteria established in the policy are based on Resolution 3,792/09 published by the National Monetary Council (“CMN”).

 

c.      Employee benefits

 

The actuarial calculations are updated at the end of each annual reporting period by outside actuaries and presented in the financial statements pursuant to CPC 33 (R1) and IAS 19 Employee Benefits

             

Consolidated

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

Actuarial asset

 

Actuarial liability

Pension plan benefits (Note 8)

97,051

 

93,546

 

11,139

 

17,939

Post-employment healthcare benefits

       

473,966

 

547,652

 

97,051

 

93,546

 

485,105

 

565,591

 

 

The reconciliation of employee benefits’ assets and liabilities is as follows:

 

 

12/31/2013

 

12/31/2012

Present value of defined benefit obligation

2,263,012

 

2,666,261

Fair value of plan assets

(2,684,783)

 

(2,923,483)

Deficit/(surplus)

(421,771)

 

(257,222)

Restriction to actuarial assets due to recovery limitation

335,859

 

181,615

Liabilities/(assets), net

(85,912)

 

(75,607)

Liabilities

11,139

 

17,939

Assets

(97,051)

 

(93,546)

Net liabilities/(assets) recognized in the balance sheet

(85,912)

 

(75,607)

                               

 

 

 

 

 

 

 

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Changes in the present value of defined benefit obligation during 2013 are as follows:

 

 

12/31/2013

 

12/31/2012

Present value of obligations at the beginning of the year

2,666,261

 

2,153,649

Cost of services

6,375

 

5,801

Interest cost

239,310

 

215,850

Benefits paid

(208,951)

 

(193,563)

Actuarial loss/(gain)

(439,983)

 

484,524

Present value of obligations at the end of the year

2,263,012

 

2,666,261

 

 

Changes in the fair values of plan assets during 2013 are as follows:

 

 

12/31/2013

 

12/31/2012

Fair value of assets at the beginning of the year

(2,923,483)

 

(2,384,450)

Expected return on plan assets

(263,410)

 

(272,406)

Sponsors' contributions

   

(3,797)

Benefits paid

208,951

 

193,563

Actuarial gains/(losses)

293,159

 

(456,393)

Fair value of assets at the end of the year

(2,684,783)

 

(2,923,483)

 

 

The amounts recognized in the income statement for the year ended December 31, 2013 are comprised as follows:

 

 

12/31/2013

 

12/31/2012

Cost of current services

6,375

 

5,801

Interest cost

239,310

 

215,850

Expected return on plan assets

(263,410)

 

(272,406)

Interest on the asset ceiling effect

16,908

   

Sponsors' contributions transferred in prior year

   

(3,797)

 

(817)

 

(54,552)

Total unrecognized costs (income) (*)

168

 

(37,477)

Total costs/(income) recognized in the income statement

(985)

 

(17,075)

Total costs (revenue), net (*)

(817)

 

(54,552)

 

(*) Effect of the limit of paragraph 58 (b) of CPC 33 (R1) and IAS 19 Employee Benefits.

 

The (cost)/income is recognized in the income statement in other operating expenses.

 

Changes in actuarial gains and losses in 2013 are as follows:

 

 

12/31/2013

 

12/31/2012

Actuarial (gains) and losses

(146,823)

 

28,131

Restriction due to recovery limitation

137,336

 

6,688

 

(9,487)

 

34,819

Actuarial (gains) and losses recognized in other comprehensive income

(9,319)

 

(2,658)

Unrecognized actuarial (gains) and losses (*)

(168)

 

37,477

Total cost of actuarial (gains) and losses

(9,487)

 

34,819

 

(*) Actuarial (gains) losses result from the fluctuation in the investments that form CBS’s asset portfolio.

 

 

 

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Breakdown of actuarial gains and losses:

 

 

12/31/2013

(Gain)/loss due to change in demographic assumptions (*)

57,015

(Gain)/loss due to change in financial assumptions (*)

(586,272)

Gain)/loss due to adjustments to experience

89,275

Return on plan assets (less interest income)

293,160

Actuarial (gains) and losses

(146,822)

 

(*) Breakdown required based on item 41 of CPC 33 (R1).

 

 

The history of actuarial gains and losses is as follows:

 

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

01/01/2009

Present value of defined benefit obligations

2,263,012

 

2,666,261

 

2,153,649

 

1,982,556

 

1,731,767

 

(1,415,029)

Fair value of plan assets

(2,684,783)

 

(2,923,483)

 

(2,384,450)

 

(2,316,018)

 

(2,160,158)

 

1,396,350

Deficit/(surplus)

(421,771)

 

(257,222)

 

(230,801)

 

(333,462)

 

(428,391)

 

(18,679)

Experience adjustments to plan obligations

(439,983)

 

484,524

 

141,674

 

225,341

 

287,146

   

Experience adjustments to plan assets

(293,159)

 

456,393

 

(81,038)

 

40,669

 

664,341

 

 

 

 

 

The main actuarial assumptions used were as follows:

 

 

12/31/2013

 

12/31/2012

Actuarial financing method

Projected unit credit

 

Projected unit credit

Functional currency

Real (R$)

 

Real (R$)

Recognition of plan assets

Fair value

 

Fair value

Amount used as estimate of equity at the end of the year

Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amounts recorded

 

Best estimate for equity at the end of the fiscal year, obtained based on a projection of October amounts recorded

Nominal discount rate

11.83%

 

9.31%

Inflation rate

5.00%

 

5.00%

Nominal salary increase rate

6.05%

 

6.05%

Nominal benefit increase rate

6.05%

 

5.00%

Rate of return on investments

11.83%

 

9.31%

General mortality table

Milênio Plan and Medical Care Plan: AT 2000 segregated by gender

 

AT 2000 segregated by gender

35% and Supplementary Average Salary plans: AT 2000 segregated by gender (smoothed)

 

Disability table

Mercer Disability with probabilities multiplied by 2

 

Mercer Disability with probabilities multiplied by 2

Disability mortality table

Winklevoss - 1%

 

Winklevoss - 1%

Turnover table

Millennium plan 3% p.a., nil for DB plans

 

Millennium plan 3% p.a., nil for DB plans

Retirement age

100% on first date he/shed becomes eligible for programmed retirement benefit under plan

 

100% on first date he/shed becomes eligible for programmed retirement benefit under plan

Household of active participants

95% will be married at the time of retirement, with the wife being 4 years younger than the husband

 

95% will be married at the time of retirement, with the wife being 4 years younger than the husband

 

 

 

 

 

 

 

 

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The assumptions related to the mortality table are based on published statistics and mortality tables. These tables represent an average life expectancy in years of employees retiring at the age of 65, as shown below:

 

 

12/31/2013

 

12/31/2012

Longevity at age of 65 for current participants

     

Male

20.45

 

19.55

Female

23.02

 

22.17

Longevity at age of 65 for current participants who are 40

     

Male

20.45

 

19.55

Female

23.02

 

22.17

 

Allocation of plan assets:

 

 

 

 

12/31/2013

 

 

 

12/31/2012

Variable income

118,596

 

4.42%

 

110,668

 

3.79%

Fixed income

2,398,472

 

89.34%

 

2,631,187

 

90.00%

Real estate

107,386

 

4.00%

 

118,739

 

4.06%

Other

60,329

 

2.24%

 

62,889

 

2.15%

Total

2,684,783

 

100.00%

 

2,923,483

 

100.00%

 

 

The actual return on plan assets was R$29,749 as of December 31, 2013 (R$728,800 as of December 31, 2012).

 

Variable-income assets comprise mainly CSN shares.

 

Fixed-income assets comprise mostly debentures, Certificates of Interbank Deposit (“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 defined benefit plans, the expense as of December 31, 2013 was R$740 (R$5,256 as of December 31, 2012).

 

For the mixed plan, which has defined contribution components, the expense as of December 31, 2013 was R$31,542 (R$31,657 as of December 31, 2012).

 

For the defined contribution plan CBSPrev Namisa, the expense in 2013 was R$1,427 (R$1,466 as of December 31, 2012).

 

For the defined contribution plan CBSPrev, the expense in 2013 was R$1,122.

 

d.      Expected contributions

 

There are no expected contributions that will be paid to the defined benefit plans in 2014.

 

For the mixed supplementary pension plan, which includes defined contribution components, expected contributions of R$31,820 will be paid in 2014.

 

e.      Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions, for the pension plans as of December 31, 2013 is as follows:

 

 

 

 

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12/31/2013

 

 

Plan covering 35% of average salary

 

Supplementary average salary plan

 

PlMixed supplementary benefit plan (Milênio Plan)

Assumption: Discount rate

 

 

 

 

 

 

 

 

 

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

38

(53)

 

(302)

248

 

(1,129)

(1,129)

Effect on present value of obligations

 

(12,970)

13,980

 

(58,025)

62,661

 

(23,372)

(23,372)

 

 

 

 

 

 

 

 

 

 

Assumption: Salary growth

                 

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

       

9  

(8)

 

132

(127)

Effect on present value of obligations

 

4

(4)

 

47

(47)

 

206

(201)

                   

Assumption: Mortality table

 

 

 

 

 

 

 

 

 

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

(860)

849

 

(3,268)

3,189

 

311

(236)

Effect on present value of obligations

 

(7,271)

7,176

 

(27,617)

26,950

 

(3,693)

3,629

 

 

 

 

 

 

 

 

 

 

Assumption: Benefit adjustment

                 

Sensitivity level

 

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

659

(624)

 

2,341

(2,220)

 

273

(273)

Effect on present value of obligations

 

5,571

(5,272)

 

19,730

(18,713)

 

2,307

(2,307)

 

 

 

The forecast benefits for future years of the defined benefit plans are as follows:

 

Forecast benefit payments

2013

Year 1

160,574

Year 2

165,456

Year 3

162,841

Year 4

160,059

Year 5

157,109

Next 5 years

735,292

Total forecast payments

1,541,331

 

 

f.       Post-employment health care plan

 

Refer to a healthcare plan created on December 1, 1996 exclusively for retired former employees, pensioners, those who received an amnesty, war veterans, widows of employees who died as a result of on-the-job accidents and former employees who retired on or before March 20, 1997 and their related dependents. Since then, the healthcare plan does not allow the inclusion of new beneficiaries. The plan is sponsored by CSN and administered by Caixa Beneficente dos Empregados da Cia. Siderúrgica Nacional - CBS.  

 

The amounts recognized in the balance sheet were determined as follows:

 

 

12/31/2013

 

12/31/2012

Valor presente das obrigações

473,966

 

547,652

Passivo

473,966

 

547,652

 

The reconciliation of liabilities for healthcare benefits is as follows:

 

 

 

 

 

 

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Version: 1

 

 

12/31/2013

 

12/31/2012

Passivo atuarial no início do exercício

547,652

 

457,377

Custo do serviço corrente

49,164

 

45,967

Contribuições da patrimonial vertidas no exercício anterior

(34,691)

 

(32,874)

Reconhecimento do (ganho)/perda do ano

(88,159)

 

77,182

Passivo atuarial no final do exercício

473,966

 

547,652

 

 

For the post-employment healthcare benefit plan, the expense as of December 31, 2013 was R$55,720 (R$51,234 as of December 31, 2012).

 

The actuarial gains and losses recognized in shareholders' equity are as follows:

 

 

12/31/2013

 

12/31/2012

(Ganhos)/Perda atuarial na obrigação

(88,159)

 

77,182

(Ganhos)/Perda reconhecida no patrimônio líquido

(88,159)

 

77,182

 

 

The history of actuarial gains and losses is as follows:

 

 

12/31/2013

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

01/01/2009

Valor presente da obrigação de benefício definido

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

(296,608)

Déficit/(Superávit)

473,966

 

547,652

 

457,377

 

367,839

 

317,145

 

(296,608)

Ajustes de experiência nas obrigações do plano

(88,159)

 

77,182

 

84,575

 

48,301

 

17,232

 

9,023

 

 

 

The impact on a one-percent change in the assumed trend rate of the healthcare cost is as follows:

 

 

12/31/2013

 

12/31/2012

 

Increase

 

Reduction

 

Increase

 

Reduction

Effect on total cost of current service and finance cost

5,472

 

(4,683)

       

Effect on defined benefit obligation

46,275

 

(39,605)

 

54,292

 

(46,668)

 

 

The actuarial assumptions used for calculating postemployment healthcare benefits were:

 

 

12/31/2013

 

12/31/2012

Biometrics

 

 

 

General mortality table

AT 2000 segregated by gender

 

AT 2000 segregated by gender

Turnover

n/a

 

n/a

Household

Actual household

 

Actual household

 

 

 

 

 

 

 

 

Financial

 

 

 

Actuarial nominal discount rate

11.83%

 

9.31%

Inflation

5.00%

 

5.00%

Nominal increase in medical cost based on age

5,53% - 8,15%

 

5,53% - 8,15%

Nominal medical costs growth rate

8.15%

 

8.15%

Average medical cost

380.05

 

345.61

 

 

 

 

 

 

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Version: 1

 

g.      Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions, for the postemployment healthcare plans as of December 31, 2013 is as follows:

 

     

12/31/2013

 

 

Medical Assistance Plan

Assumption: Discount rate

 

Assumption: Discount rate

Sensitivity level

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

14,986

15,107

Effect on present value of obligations

 

(18,916)

20,579

 

 

   

Assumption: Salary growth

 

Assumption: Medical Inflation

Sensitivity level

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

20,519

10,364

Effect on present value of obligations

 

46,275

(39,605)

       

Assumption: Mortality table

 

Assumption: Mortality table

Sensitivity level

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

 

12,426

17,750

Effect on present value of obligations

 

(22,161)

22,858

 

The forecast benefits for future years of the postemployment healthcare plans are as follows:

 

Forecast benefit payments

   

2013

Year 1

 

 

39,577

Year 2

   

37,400

Year 3

 

 

35,235

Year 4

   

33,089

Year 5

 

 

30,966

Next 5 years

   

124,419

Total forecast payments

 

 

300,686

 

 

 

 

 

 

 

 

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Version: 1

 

29.   GUARANTEES 

 

The Company is liable for guarantees for its subsidiaries and jointly controlled entities, as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

Maturities

 

Loans

 

Tax foreclosure

 

Other

 

Total

         

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Transnordestina Logísitca

R$

 

Up to 12/8/2027 and indefinite

 

1,875,360

 

1,626,509

 

20,600

 

1,800

 

168,009

 

4,866

 

2,063,969

 

1,633,175

                                       

FTL - Ferrovia Transnordestina

R$

 

11/15/2020

 

125,250

                     

125,250

   
                                       

CSN Cimentos

R$

 

Up to 10/25/2015 and indefinite

 

 

 

 

 

26,423

 

25,403

 

39,287

 

42,397

 

65,710

 

67,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prada

R$

 

Up to 2/7/2014 and indefinite

         

10,133

 

10,133

 

21,916

 

21,616

 

32,049

 

31,749

                                       

Itá Energética

R$

 

 

 

 

7,326

 

 

 

 

 

 

 

 

 

 

7,326

                                       

CSN Energia

R$

 

Indefinite

         

2,829

 

4,192

         

2,829

 

4,192

                                       

Congonhas Minérios

R$

 

5/21/2019

 

2,000,000

 

2,000,000

 

 

 

 

 

 

 

 

 

2,000,000

 

2,000,000

                                       

Fundação CSN

R$

 

Indefinite

 

1,003

 

1,003

                 

1,003

 

1,003

                                       

Total in R$

 

 

 

 

4,001,613

 

3,634,838

 

59,985

 

41,528

 

229,212

 

68,879

 

4,290,810

 

3,745,245

                                       

CSN Islands VIII

US$

 

 

 

 

 

550,000

 

 

 

 

 

 

 

 

 

 

 

550,000

                                       

CSN Islands IX

US$

 

1/15/2015

 

400,000

 

400,000

                 

400,000

 

400,000

                                       

CSN Islands XI

US$

 

9/21/2019

 

750,000

 

750,000

 

 

 

 

 

 

 

 

 

750,000

 

750,000

                                       

CSN Islands XII

US$

 

Perpetual

 

1,000,000

 

1,000,000

                 

1,000,000

 

1,000,000

                                       

CSN Resources

US$

 

7/21/2020

 

1,200,000

 

1,200,000

 

 

 

 

 

 

 

 

 

1,200,000

 

1,200,000

                                       

Sepetiba Tecon

US$

 

3/15/2014

 

15,708

                     

15,708

   
                                       

CSN Handel

US$

 

6/27/2015

 

100,000

 

 

 

 

 

 

 

 

 

 

 

100,000

 

 

                                       

Total in US$

       

3,465,708

 

3,900,000

 

 

 

 

 

 

 

 

 

3,465,708

 

3,900,000

                                       

CSN Steel S.L.

EUR

 

1/31/2020

 

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

                                       

Total in EUR

       

120,000

 

120,000

 

 

 

 

 

 

 

 

 

120,000

 

120,000

Total in R$

 

 

 

 

8,505,948

 

8,218,991

 

 

 

 

 

 

 

 

 

8,505,948

 

8,218,991

         

12,507,561

 

11,853,829

 

59,985

 

41,528

 

229,212

 

68,879

 

12,796,758

 

11,964,236

 

 

 

 

 

 

 

 

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Version: 1

 

30.   COMMITMENTS  

 

a.      Take-or-pay contracts

 

As of December 31, 2013 and 2012, the Company was a party to take-or-pay contracts as shown in the following table:

 

         

Payments in the period

 

 

 

 

 

 

 

 

 

 

 

 

Concessionaire

Type of service

 

Agreement terms and conditions

 

2012

 

2013

 

2014

 

2015

 

2016

 

2017

 

After 2017

 

Total

MRS Logística

Iron ore transportation

 

Contractual clause providing for guaranteed revenue on railway freight. In the case of CSN, this means a minimum payment of 80% of freight estimate.

 

142,190

 

100,368

 

214,639

 

214,639

 

107,319

 

 

 

 

 

536,597

                                       

MRS Logística

Steel products transportation

 

Transportation of at least 80% of annual volume agreed with MRS.

 

68,248

 

66,047

 

65,516

 

65,516

 

27,298

         

158,330

                                       

MRS Logística

Iron ore, coal and coke transportation

 

Transportation of 8,280,000 metric tons per year of iron ore and 3,600,000 metric tons per year of coal, coke and other reducing agents.

 

23,334

 

128,387

 

132,770

 

132,770

 

132,770

 

132,770

 

1,194,931

 

1,726,011

                                       

FCA (*)

Mining products transportation

 

Transportation of at least 1,900,000 metric tons per year.

 

734

 

4,101

                       
                                       

FCA

FCA railway transportation of clinker to CSN Cimentos

 

Transportation of at least 675,000 metric tons per year of clinker in 2011 and 738,000 metric tons per year of clinker starting 2012.

 

2,733  

 

1,478

 

27,300

 

27,300

 

27,300

 

27,300

 

63,701

 

172,901

                                       

White Martins

Supply of gas (oxygen, nitrogen and argon)

 

CSN undertakers to buy at least 90% of the annual volume of gas contracted with White Martins.

 

110,999

 

27,941

 

95,301

 

95,301

 

95,301

         

285,903

                                       

CEG Rio

Supply of natural gas

 

CSN undertakes to buy at least 70% of the monthly natural gas volume.

 

441,804

 

438,504

 

145,416

 

 

 

 

 

 

 

 

 

145,416

                                       

Vale S.A

Supply of iron ore pellets

 

CSN undertakes to buy at least 90% of the volume of iron ore pellets secured by contract. The take-or-pay volume is determined every 18 months.

 

444,642

 

383,327

 

114,962

                 

114,962

                                       

Compagás

Supply of natural gas

 

CSN undertakes to buy at least 80% of the annual natural gas volume secured agreed with Compagás.

 

18,874

 

18,414

 

18,349

 

18,349

 

18,349

 

18,349

 

128,446

 

201,842

                                       

COPEL

Power supply

 

CSN undertakers to buy at least 80% of the annual energy volume contracted with COPEL.

 

15,202

 

18,697

 

8,553

 

8,553

 

8,553

 

8,553

 

28,510

 

62,722

                                       

K&K Tecnologia

Processing of blast furnace sludge generated during pig iron production

 

CSN undertakes to supply at least 3,000 metric tons per month of blast furnace sludge for processing at K&K sludge concentration plant.

 

7,585

 

8,460

 

7,074

 

7,074

 

7,074

 

7,074

 

44,212

 

72,508

                                       

Harsco Metals

Processing of slag generated during pig iron and steel production

 

Harsco Metals undertakes to process metal products and slag crushing byproducts resulting from CSN’s pig iron and steel manufacturing process, receiving for this processing the amount corresponding to the product of the multiplication of unit price (R$/t) by total production of liquid steel from CSN steel mill, ensuring a minimum production of liquid steel of 400,000 metric tons.

 

40,506

 

42,504

 

15,944

                 

15,944

                                       

Siemens

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

 

Siemens undertakes to manufacture, repair, recover and produce, in whole or in part, ingot casting machine units to provide the necessary off-line and on-line maintenance of continuous ingot casting machine assemblies of the Presidente Vargas plant (UPV). Payment is set at R$/t of produced steel plates.

 

46,424

 

40,596

 

17,213

 

 

 

 

 

 

 

 

 

17,213

(*) in renegotiation phase.

                               
         

1,363,275

 

1,278,824

 

863,037

 

569,502

 

423,964

 

194,046

 

1,459,800

 

3,510,349

 

 

 

 

 

 

 

 

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Version: 1

 

 

b.      Concession agreements

 

Minimum future payments related to government concessions as of December 31, 2013 fall due according to the schedule set out in the following table:

 

Company

     

 

 

 

 

 

 

 

 

 

   

Concession

 

Type of service

 

$2,014.00

 

$2,015.00

 

$2,016.00

 

$2,017.00

 

After 2017

 

Total

MRS

 

30-year concession, renew able for another 30 years, to provide iron ore railway transportation services from the Casa de Pedra mines, in Minas Gerais, coke and coal from the Itaguaí Port, in Rio de Janeiro, to Volta Redonda, transportation of export goods to the Itaguaí and Rio de Janeiro Ports, and shipping of finished goods to the domestic market.

 

90,952

 

90,952

 

90,952

 

90,952

 

750,356

 

1,114,164

                             

FTL (Ferrovia Transnordestina Logística)

 

30-year concession granted on December 31, 1997, renewable for another 30 years for the development of public utility to operate the Northeastern railway system. The railway system covers 4,238 kilometers of railroads in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

7,296

 

7,296

 

7,296

 

7,296

 

68,702

 

97,886

                             

Tecar

 

Concession to operate TECAR, a solid bulk terminal, one of the four terminals that comprise the Itaguaí Port, in Rio de Janeiro, for a period ending 2022 and renew able for another 25 years.

 

185,771

 

185,771

 

185,771

 

185,771

 

928,855

 

1,671,939

                             

Tecon

 

25-year concession granted in July 2001, renewable for another 25 years, to operate the container terminal at the Itaguaí Port.

 

24,756

 

24,756

 

24,756

 

24,756

 

198,045

 

297,069

                             

 

 

 

 

308,775

 

308,775

 

308,775

 

308,775

 

1,945,958

 

3,181,058

 

c.      Projects and other commitments

 

·          Steel – Flat and long steel

 

CSN intends to produce 500,000 metric tons per year of long steel products, with an estimate of 400,000 t/year of rebar and 100,000 t/year of wire rod. The facilities will use scrap and pig iron as their main raw materials.

 

·          Iron ore project

 

The expansion plan projects producing 89 Mtpa of iron ore products and increase port capacity by 84 Mtpa in TECAR. In the first stage, CSN project producing up to 66 Mtpa of iron ore and is investing in expanding sea port capacity in Itaguaí, or TECAR, to 60 Mtpa. Coal and coke imports are carried out through this the TECAR terminal.

 

Coal and coke imports are made using the TECAR terminal, whose concession agreement is 25 years, extendable for another 25 years.

 

Upon concession termination, all rights and privileges transferred to Tecon will be handed back to CDRJ (Companhia Docas do Rio de Janeiro), together with the assets owned by CSN and those resulting from investments made by CSN in leased assets, declared as returnable assets by CDRJ as they are necessary to the continuity of the related services. Any assets declared as returnable assets will be compensated by CDRJ at their residual value, less related depreciation/amortization.

 

·          Nova Transnordestina project

 

The Nova Transnordestina project includes building 1,728 km in new, next-generation, wide-gauge tracks. The project posts a 39% progress and completion is estimated for the end of 2016. The Company expects that the investments will permit Transnordestina Logística S.A. to boost the transportation of several products, such as iron ore, limestone, soy, cotton, sugarcane, fertilizers, oil, and fuel. Concessionaire of the Nova Transnordestina project, until no longer than 2057: the concession can be terminated before this date if the minimum return agreed with the Government is reached. Transnordestina has already obtained the required environmental permits and purchased part of the equipment and services and in certain regions the project is at an advanced implementation stage.

 

 

 

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Version: 1

 

The financing sources of the project are: (i) financing granted by Banco do Nordeste/ FNE and the BNDES, (ii) debentures issued by FDNE, (iii) Permanent Track Use contracts, and (iv) interest in the capital of CSN and public shareholders. The approved construction investment is R$7,542,000 and the balance of disbursable funds will be adjusted using the IPCA as from April 2012. Should additional funds be required, they will be provided by CSN and/or third parties through the celebration of an Permanent Track Use Agreement.  

 

The Company guarantees 100% of TLSA’s financing granted by Banco do Nordeste/FNE and the BNDES, and 40% of the debentures issued by FDNE. Under the FDNE charter, approved by Federal Decree 6,952/2009, and the Investment Agreement entered into with the public shareholders/ financiers, 50% of the debentures should be converted into TLSA shares.

 

·          Expansion of Cimentos Sudeste

 

in addition to the current production of approximately 2.4 Mtpa at the Presidente Vargas Plant in Rio de Janeiro, CSN plans to expand its cement operation to 5.4 Mtpa. This additional 3 Mtpa volume will be obtained through the construction of a plant integrated with the cement mill and the clinker furnace in the State of Minas Gerais, where the Company already operates a clinker furnace using limestone from its own mine. The Company is assessing growth opportunities in other regions.

 

·          CSN’s Logistic Platform Project in Itaguaí  

 

Under the terms of the concession agreement, CSN is responsible for unloading at least 3.0 million per year of coal and coke from CSN’s suppliers through the terminal, as well as handling ore shipments. Among the approved investments announced by CSN, we highlight the development and expansion of the solid bulk terminal at Itaguaí so that it can also handle up to 84 million metric tons of iron ore per year.

 

·          Long-term agreements with Namisa

 

The Company has signed long-term agreements with Namisa for the provision of port operation services and supplies of run-of-mine (ROM) iron ore from the Casa de Pedra mine, as described below:

 

I. Port operation service agreement

 

On December 30, 2008, CSN entered into an agreement for the provision of port services to Namisa for a 34-year period, consisting of receiving, handling, storing and shipping Namisa’s iron ore in annual volumes that range from 18.0 to 39.0 million metric tons. CSN has received the amount of approximately R$5.3 billion as an advance for part of the payments due for the services to be provided under this agreement. The amounts charged for these port services are reviewed on a quarterly basis and adjusted considering the changes in the market price for iron ore.

 

II. High silicon ROM

 

On December 30, 2008, CSN entered into an agreement for the supply of high silicon ROM ore to Namisa for a period of 30 years in volumes that range from 42.0 to 54.0 million metric tons per year. CSN has received approximately R$1.6 billion as an advance for part of the payments due for the supplies made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price for iron ore.

 

III. Low silicon ROM

 

On December 30, 2008, CSN entered into an agreement for the supply of low silicon ROM ore to Namisa for a period of 35 years in volumes that range from 2.8 to 5.04 million metric tons per year. CSN has received approximately R$424 million as an advance for part of the payments due for the supplies made under this agreement. The supply price is reviewed on a quarterly basis and adjusted considering the changes in the market price for iron ore.

 

 

 

 

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DFP –– Annual Financial Statements – December 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

31.   INSURANCE  

 

Aiming to properly mitigate risk and in view of the nature of its operations, the Company and its subsidiaries have taken out several different types of insurance policies. Such policies are contracted in line with the CSN Risk Management policy and are similar to the insurance taken out by other companies operating in the same lines of business as CSN and its subsidiaries. The risks covered under such policies include the following: Domestic Transportation, International Transportation, Carrier’s Civil Liability, Life and Casualty, Health Coverage, Fleet Vehicles, D&O (Civil Liability Insurance for Directors and Officers), General Civil Liability, Engineering Risks, Sundry Risks, Export Credit, Performance Bond and Port Operator’s Civil Liability.

 

In 2013, after negotiation with insurers and reinsurers in Brazil and abroad, an Insurance Issue Certificate was issued for the contracting of a policy of Operational Risk of Property Damages and Loss of Profits, with effect from June 30, 2013 to June 30, 2014. Under the insurance policy, the LMI (Maximum Limit of Indemnity) is US$500,000,000 and covers the following units and subsidiaries of the Company:  Usina Presidente Vargas, Mineração Casa de Pedra, CSN Paraná, Terminal de cargas Tecar, Terminal Tecon, Namisa, CSN Handel and Namisa Handel. CSN takes responsibility for a range of retention of US$300,000,000 in excess of the deductibles for property damages and loss of profits.

 

In view of their nature, the risk assumptions adopted are not part of the scope of an audit of the financial statements and, accordingly, were not examined by our independent auditors.

 

32.   ADDITIONAL INFORMATION TO CASH FLOWS

 

     

Consolidated

 

Parent Company

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Deferred income tax and social contribution paid

45,388

 

72,780

       

Increase of PP&E with interest capitalization

490,747

 

401,827

 

309,073

 

276,596

Increase of PP&E without increasing cash

           

373,673

Capital reduction with no cash effect

153,305

           

Acquisition of subsidiaries’ tax loss carryforwards

       

297,450

   

Capitalization of loan granted in subsidiary

       

152,927

   

 

689,440

 

474,607

 

759,450

 

650,269

 

 

33.   STATEMENT OF COMPREHENSIVE INCOME

 

 

 

 

 

 

12/31/2013

 

12/31/2012

 

12/31/2013

 

12/31/2012

Profit (loss) for the year

533,994

 

(480,574)

 

509,025

 

(420,113)

               

Other comprehensive income

             
               

Items that will not be subsequently reclassified to the statement of income

 

 

 

 

 

 

 

Actuarial (losses) gains on defined benefit pension plan, net of taxes

64,336

 

106,209

 

64,336

 

106,209

 

64,336

 

106,209

 

64,336

 

106,209

               

Items that could be subsequently reclassified to the statement of income

 

 

 

 

 

 

 

Cumulative translation adjustments for the year

218,927

 

147,735

 

218,927

 

147,735

Available-for-sale assets, net of taxes

44,084

 

(8,329)

 

44,084

 

(8,329)

Impairment of available-for-sale assets, net of taxes

3,301

 

1,507,485

 

3,301

 

1,507,485

 

266,312

 

1,646,891

 

266,312

 

1,646,891

               

Total comprehensive income for the year

864,642

 

1,272,526

 

839,673

 

1,332,987

               

Attributable to:

 

 

 

 

 

 

 

Owners of the Company

839,673

 

1,332,987

 

839,673

 

1,332,987

Non-controlling interests

24,969

 

(60,461)

 

 

 

 

 

864,642

 

1,272,526

 

839,673

 

1,332,987

 

 

 

 

 

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Version: 1

 

                                                                                                                                                                                                

INDEPENDENT AUDITORS` REPORT ON FINANCIAL STATEMENTS

To the Board of Directors and Shareholders of

Companhia Siderúrgica Nacional

São Paulo – SP

                               

We have audited the accompanying individual and consolidated financial statements of Companhia Siderúrgica Nacional (“Company”), identified as Parent and Consolidated, respectively, which comprise the balance sheet as of December 31, 2013, and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with accounting practices adopted in Brazil, and of the consolidated financial statements in accordance with International Financial Reporting Standards – IFRSs, issued by the International Accounting Standards Board – IASB, and in accordance with accounting practices adopted in Brazil, for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

 

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Deloitte Touche Tohmatsu 

Opinion on the individual financial statements

 

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the financial position of Companhia Siderúrgica Nacional as of December 31, 2013, its financial performance and its cash flows for the year then ended in accordance with accounting practices adopted in Brazil.

 

Opinion on the consolidated financial statements

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Companhia Siderúrgica Nacional as of December 31, 2013, its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with IFRSs, issued by IASB, and accounting practices adopted in Brazil.

 

Emphasis of matter

 

We draw attention to note 2 to the financial statements, which states that the individual financial statements have been prepared in accordance with accounting practices adopted in Brazil. In the case of Companhia Siderúrgica Nacional, these accounting practices differ from the IFRSs, applicable to separate financial statements, only with respect to the measurement of investments in subsidiaries, associates and joint ventures by the equity method of accounting, which for purposes of IFRSs, would be measured at cost or fair value. Our opinion is not qualified in respect of this matter.

 

Restatement of corresponding amounts

As referred to in note 3 to the financial statements, due to the change in accounting policy related to application of the following accounting pronouncements: (i) IFRS 10 Consolidated Financial Statements, equivalent to CPC 36 (R3) - “Demonstrações Consolidadas”; (ii) IFRS 11 Joint Arrangements, equivalent to CPC 19 (R2) - "Negócios em Conjunto", the individual and consolidated corresponding figures relating to the balance sheet as of December 31, 2012, and the related financial information relating to income statement, comprehensive income, changes in equity, cash flows and value added (supplemental information) for the year then ended, presented for comparative purposes, have been adjusted and are restated as required by IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, equivalent to CPC 23 – “Políticas Contábeis Mudanças de Estimativa e Retificação de Erro”, and IAS 1 (R) Presentation of financial statements, equivalent to CPC 26 (R1) – “Apresentação das demonstrações contábeis”. Our conclusion is not qualified in respect of this matter.

 

Other Matters

 

Statements of value added

We have also audited the individual and consolidated statements of value added (“DVA”) for the year ended December 31, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by Brazilian Corporate Law for publicly-traded companies, supplemental information for IFRS, which do not require the presentation of DVA. These statements were subject to the same auditing procedures described above, and, based on our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.

 

© 2014 Deloitte Touche Tohmatsu. All rights reserved.

 

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Deloitte Touche Tohmatsu 

Audit of consolidated financial statements for the opening balance as of January 1, 2012

The amounts for the opening balance as of January 1, 2012, presented for comparison purposes, restated as a result of the matters described in Note 3, which comprise the balance sheet, presented in that note, and a summary of significant accounting policies and other notes, for comparison purposes, were audited by other independent auditors, whose report, without qualification, was issued and dated on May 14, 2013.

 

The accompanying individual and consolidated interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, February 27, 2014

DELOITTE TOUCHE TOHMATSU

Roberto Wagner Promenzio

Auditores Independentes

Engagement Partner

 

 

© 2014 Deloitte Touche Tohmatsu. All rights reserved.

 

 

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Version: 1

 

OPNION OF THE SUPERVISORY BOARD OR EQUIVALENT BODY

 

Date: February 27, 2014

 

The Audit Committee met to review the Company's Financial Statements for the year ended December 31, 2013.

 

Then, the Audit Committee received the representatives of Deloitte Auditores Independentes for them to present the process of finalization of the audit of the Financial Statements for 2013.

 

After reviewing and discussing the audited financial statements and the Annual Management Report, obtaining the required clarifications, the Audit Committee decided to recommend to the Board of Directors the approval of the financial statements for the year ended December 31, 2013  

 

 

 

 

Fernando Perrone

 

Yoshiaki Nakano

 

Antonio Bernardo Vieira Maia

 

Claudia Maria Sarti – secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Version: 1

 

 

STATEMENT OF DIRETORS ON THE FINANCIAL STATEMENTS

 

As the Executive Directors of the Companhia Siderurgica Nacional, we declare pursuant to Article 25, paragraph 1, item VI of CVM Instruction 480 of December 7, 2009, that we reviewed, discussed and agreed to the Financial Statements ended at December 31, 2013

 

 

 

São Paulo, February 27, 2014.

 

 

 

 

____________________________________________

Benjamin Steinbruch

CEO

 

 

 

____________________________________________

Enéas Garcia Diniz

Executive Diretor

 

 

 

____________________________________________

Luis Fernando Barbosa Martinez

Executive Diretor

 

 

 

____________________________________________

David Moise Salama

Executive Diretor of Investors Relations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Version: 1

 

 

 

STATEMENT OF DIRETORS ON AUDITORS´REPORT 

 

As the Executive Directors of the Companhia Siderurgica Nacional, we declare pursuant to Article 25, paragraph 1, item V of CVM Instruction 480 of December 7, 2009, that we reviewed, discussed and agreed to the Financial Statements ended at December 31, 2013

 

 

 

São Paulo, February 27, 2014.

 

 

 

 

____________________________________________

Benjamin Steinbruch

CEO

 

 

 

____________________________________________

Enéas Garcia Diniz

Executive Diretor

 

 

 

____________________________________________

Luis Fernando Barbosa Martinez

Executive Diretor

 

 

 

____________________________________________

David Moise Salama

Executive Diretor of Investors Relations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 14, 2014
 
COMPANHIA SIDERÚRGICA NACIONAL
By:
/S/ Benjamin Steinbruch

 
Benjamin Steinbruch
Chief Executive Officer

 

 
By:
/S/ David Moise Salama

 
David Moise Salama
Investor Relations Executive Officer

 
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.