siditr1q13_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 June, 2013
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)

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Parent Company Financial Statements

 

Balance Sheet – Assets

2

Balance Sheet – Liabilities

3

Statement of Income

4

Statement of Comprehensive Income

5

Statement of Cash Flows

6

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 03/31/2013

7

1/1/2012 to 03/31/2012

8

Statement of Value Added

9

Consolidated Financial Statements

 

Balance Sheet - Assets

10

Balance Sheet - Liabilities

11

Statement of Income

12

Statement of Comprehensive Income

13

Statement of Cash Flows

14

Statement of Changes in Shareholders’ Equity

 

1/1/2013 to 03/31/2013

15

1/1/2012 to 03/31/2012

16

Statement of Value Added

17

Comments on the Company’s Consolidated Performance

18

Notes to the Financial Statements

29

Reports and Statements

 

Unqualified Independent Auditors’ Review Report

105

 

 

PAGE 1 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

03/31/2013

 

Paid-in Capital

 

 

Common

1,457,970,108

 

Preferred

0

 

Total

1,457,970,108

 

Treasury Shares

 

 

Common

0

 

Preferred

0

 

Total

0

 

 

 

 

PAGE 1 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Balance Sheet - Assets

 

(R$ thousand)

   
       

Code

Description

Current Quarter
3/31/2013

YTD Previous Year
12/31/2012

1

Total assets

46,709,581

46,925,534

1.01

Current assets

8,005,202

8,386,446

1.01.01

Cash and cash equivalents

2,568,908

2,995,757

1.01.03

Trade receivables

2,169,665

2,032,431

1.01.04

Inventories

2,703,999

2,704,302

1.01.08

Other current assets

562,630

653,956

1.02

Non-current assets

38,704,379

38,539,088

1.02.01

Long-term receivables

3,987,156

3,526,732

1.02.01.06

Deferred taxes

2,184,991

1,869,775

1.02.01.09

Other non-current assets

1,802,165

1,656,957

1.02.02

Investments

22,842,004

23,356,506

1.02.03

Property, plant and equipment

11,856,487

11,636,182

1.02.04

Intangible assets

18,732

19,668

 

 

 

 

 

PAGE 2 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

  

Parent Company Statements / Balance Sheet – Liabilities

 

(R$ thousand)

   
       

Code

Description

Current Quarter
3/31/2013

YTD Previous Year
12/31/2012

2

Total liabilities and shareholders' equity

46,709,581

46,925,534

2.01

Current liabilities

7,151,562

5,700,760

2.01.01

Payroll and related taxes

127,325

130,014

2.01.02

Trade payables

1,280,802

1,193,726

2.01.03

Taxes payable

169,594

118,365

2.01.04

Borrowings and financing

3,675,018

2,621,503

2.01.05

Other payables

1,634,552

1,383,179

2.01.06

Provisions

264,271

253,973

2.01.06.01

Provision for tax, social security, labor and civil risks

264,271

253,973

2.02

Non-current liabilities

31,771,779

32,607,877

2.02.01

Borrowings and financing

20,593,354

21,518,489

2.02.02

Other payables

9,012,459

8,927,096

2.02.04

Provisions

2,165,966

2,162,292

2.02.04.01

Provision for tax, social security, labor and civil risks

347,429

344,951

2.02.04.02

Other provisions

1,818,537

1,817,341

2.02.04.02.03

Provisions for environmental liabilities and asset decommissioning

408,400

400,487

2.02.04.02.04

Employee Benefits

565,556

565,556

2.02.04.02.05

Provision for losses on investments

844,581

851,298

2.03

Shareholders’ equity

7,786,240

8,616,897

2.03.01

Issued capital

4,540,000

4,540,000

2.03.02

Capital reserves

30

30

2.03.04

Earnings reserves

3,130,543

3,690,543

2.03.04.01

Legal reserve

336,190

336,190

2.03.04.02

Statutory reserve

2,794,353

2,794,353

2.03.04.08

Additional dividends and interest on capital proposed

 

560,000  

2.03.05

Retained earnings/accumulated losses

27,326

 

2.03.08

Other comprehensive income

88,341

386,324

 

 

PAGE 3 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statements of Income

 

(R$ thousand)

   

Code

Description

Current Quarter
1/1/2013 to 3/31/2013

YTD Current Year
1/1/2012 to 3/31/2012

3.01

Net revenue from sales and/or services

2,853,215

2,409,456

3.02

Cost of sales and/or services

-2,205,276

-1,887,154

3.03

Gross profit

647,939

522,302

3.04

Operating expenses/income

-372,878

-25,660

3.04.01

Selling expenses

-109,267

-68,204

3.04.02

General and administrative expenses

-76,129

-77,351

3.04.04

Other operating income

3,518

27,929

3.04.05

Other operating expenses

-78,527

-95,600

3.04.06

Share of profits (losses) of investees

-112,473

187,566

3.05

Profit before finance income (costs) and taxes

275,061

496,642

3.06

Finance income (costs)

-465,239

-501,229

3.06.01

Finance income

25,033

46,787

3.06.02

Finance costs

-490,272

-548,016

3.06.02.01

Net exchange gains (losses) on financial instruments

116,213

176,646

3.06.02.02

Finance costs

-606,485

-724,662

3.07

Loss before taxes on income

-190,178

-4,587

3.08

Income tax and social contribution

217,504

115,281

3.09

Profit from continuing operations

27,326

110,694

3.11

Profit for the period

27,326

110,694

3.99

Earnings per share - (R$/share)

   

3.99.01

Basic earnings per share

   

3.99.01.01

Common shares

0.01874

0.07592

3.99.02

Diluted earnings per share

   

3.99.02.01

Common shares

0.01874

0.07592

 

 

PAGE 4 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

Parent Company Statements / Statement of Comprehensive Income

(R$ thousand)

   

Code

Description

Current Quarter
1/1/2013 to 3/31/2013

YTD Current Year
1/1/2012 to 3/31/2012

4.01

Profit for the period  

27,326

110,694

4.02

Other comprehensive income

-297,983

230,187

4.02.01

Cumulative translation adjustments for the period

-43,239

-30,022

4.02.03

Available-for-sale assets, net of taxes

-254,744

260,209

4.03

Comprehensive income for the period

-270,657

340,881

 

 

 

 

 

 

PAGE 5 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

       

Parent Company Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

YTD Current Year
01/01/2013 to 3/31/2013

YTD Previous Year
01/01/2012 to 12/31/2012

6.01

Net cash generated by (used in) operating activities

64,520

-382,601

6.01.01

Cash generated from operations

597,942

546,209

6.01.01.01

Profit for the period

27,326

110,694

6.01.01.02

Accrued charges on borrowings and financing

562,367

648,814

6.01.01.04

Depreciation/ depletion / amortization

236,615

221,585

6.01.01.05

Share of profits of investees

112,473

-187,566

6.01.01.06

Deferred income tax and social contribution

-217,504

-115,281

6.01.01.07

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

12,909

12,724

6.01.01.08

Inflation adjustment and exchange differences, net

-111,209

-176,646

6.01.01.09

Gain on derivative transactions

1,197

3,519

6.01.01.14

Other provisions

-26,502

28,366

6.01.02

Changes in assets and liabilities

-533,422

-928,810

6.01.02.01

Trade receivables - third parties

-82,148

-6,493

6.01.02.02

Receivables from related parties

-97,255

-356,833

6.01.02.03

Inventories

79,918

55,276

6.01.02.05

Recoverable taxes

20,113

17,826

6.01.02.06

Judicial deposits

8,296

-2,606

6.01.02.07

Dividends received from subsidiaries

870

15,655

6.01.02.09

Trade payables

-107,040

-51,380

6.01.02.10

Payroll and related taxes

23,808

20,676

6.01.02.11

Taxes

5,847

18,766

6.01.02.12

Taxes in installments - REFIS

-25,893

-95,480

6.01.02.13

Payables to related parties

-1,183

1,067

6.01.02.14

Tax, social security, labor, civil and environmental liabilities

412

370

6.01.02.15

Interest paid

-339,791

-526,719

6.01.02.16

Interest received - related parties

2,203

 

6.01.02.17

Interest on swap paid

-1,050

-3,817

6.01.02.18

Other liabilities

-20,529

-18,118

6.02

Net cash used in investing activities

-440,840

-647,537

6.02.01

Investments/advances for future capital increase

-15,942

-258,542

6.02.02

Purchase of property, plant and equipment

-279,829

-369,530

6.02.04

Purchase of intangible assets

-12

 

6.02.05

Related parties loans

-159,367

-19,465

6.02.06

Receipt of intercompany loans

14,310

 

6.03

Net cash generated by (used in) financing activities

-56,422

59,717

6.03.01

Borrowings and financing raised

350,078

939,181

6.03.03

Amortization of borrowings

-87,649

-851,188

6.03.04

Amortization of related parties borrowings

-18,909

-28,262

6.03.05

Dividends and interest on capital paid

-299,942

-14

6.04

Exchange differences on translating cash and cash equivalents

5,893

79

6.05

Decrease in cash and equivalents

-426,849

-970,342

6.05.01

Cash and cash equivalents at the beginning of the period

2,995,757

2,073,244

6.05.02

Cash and cash equivalents at the end of the period

2,568,908

1,102,902

 

 

PAGE 6 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2013 to 03/31/2013

(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

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

   

-560,000

5.04.08

Approval of prior year’s proposed dividends

   

-560,000

   

-560,000

5.05

Total comprehensive income

     

27,326

-297,983

-270,657

5.05.01

Profit for the year

     

27,326

 

27,326

5.05.02

Other comprehensive income

       

-297,983

-297,983

5.05.02.04

Cumulative translation adjustments for the period

       

-43,239

-43,239

5.05.02.06

Available-for-sale financial assets, net of taxes

       

-254,744

-254,744

5.07

Closing balances

4,540,000

30

3,130,543

27,326

88,341

7,786,240

               

 

 

 

PAGE 7 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2012 to 03/31/2012

(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

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

     

-118,190

 

-118,190

5.04.07

Interest on capital

     

-118,190

 

-118,190

5.05

Total comprehensive income

     

110,694

230,187

340,881

5.05.01

Profit for the year

     

110,694

 

110,694

5.05.02

Other comprehensive income

       

230,187

230,187

5.05.02.04

Cumulative translation adjustments for the period

       

-30,022

-30,022

5.05.02.09

Available-for-sale assets, net of taxes

       

260,209

260,209

5.07

Closing balances

1,680,947

30

7,671,620

-7,496

-1,136,589

8,208,512

 

 

 

 

 

PAGE 8 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Parent Company Statements / Statement of Value Added

 

(R$ thousand)

   
       

Code

Description

YTD Current year
1/1/2013 to 03/31/2012

YTD Previous year
1/1/2012 to 03/31/2012

7.01

Revenues

3,591,649

3,056,052

7.01.01

Sales of products and services

3,540,704

3,052,345

7.01.02

Other revenues/(expenses)

46,088

 

7.01.04

Allowance for doubtful debts

4,857

3,707

7.02

Raw materials acquired from third parties

-2,402,536

-1,971,952

7.02.01

Costs of sales and services

-2,109,794

-1,760,504

7.02.02

Materials, eletric power, outside services and other

-292,742

-204,933

7.02.03

Impairment of assets

 

-6,515

7.03

Gross value added

1,189,113

1,084,100

7.04

Retentions

-236,615

-221,585

7.04.01

Depreciation, amortization and depletion

-236,615

-221,585

7.05

Wealth created

952,498

862,515

7.06

Value added received as transfer

-112,630

233,806

7.06.01

Share of profits of subsidiaries

-112,473

187,566

7.06.02

Finance income/exchange gains

25,033

46,787

7.06.03

Other

-25,190

-547

7.07

Wealth for distribution

839,868

1,096,321

7.08

Wealth distributed

839,868

1,096,321

7.08.01

Personnel

250,808

249,276

7.08.01.01

Salaries and wages

194,351

187,175

7.08.01.02

Benefits

41,909

39,809

7.08.01.03

Severance pay fund (FGTS)

14,548

22,292

7.08.02

Taxes, Fees and Contributions

93,909

187,727

7.08.02.01

Federal

55,623

122,183

7.08.02.02

State

33,178

56,998

7.08.02.03

Municipal

5,108

8,546

7.08.03

Lenders and lessors

467,825

548,624

7.08.03.01

Interest

606,310

773,287

7.08.03.02

Leases

2,941

991

7.08.03.03

Other

-141,426

-225,654

7.08.04

Shareholders

27,326

110,694

7.08.04.01

Interest on capital

 

118,190

7.08.04.03

(Accumulated losses)/Retained earningsfor the year

27,326

-7,496

  

 

 

PAGE 9 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

 

 

Consolidated Financial Statements / Balance Sheet - Assets

 

(R$ thousand)

   
       

Code

Description

Current Quarter
3/31/2013

YTD Previous Year
12/31/2012

1

Total assets

52,712,029

53,283,269

1.01

Current assets

18,120,456

19,098,586

1.01.01

Cash and cash equivalents

11,332,139

11,891,821

1.01.03

Trade receivables

2,514,625

2,661,417

1.01.04

Inventories

3,386,368

3,393,193

1.01.08

Other current assets

887,324

1,152,155

1.02

Non-current assets

34,591,573

34,184,683

1.02.01

Long-term receivables

4,234,557

3,920,971

1.02.01.02

Investments measured at amortized cost

118,648

116,753

1.02.01.06

Deferred taxes

2,521,107

2,177,079

1.02.01.09

Other non-current assets

1,594,802

1,627,139

1.02.02

Investments

10,588,232

10,839,787

1.02.03

Property, plant and equipment

18,890,009

18,519,064

1.02.04

Intangible assets

878,775

904,861

       

 

                                                                                          

 

 

PAGE 10 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Balance Sheet - Liabilities

 

(R$ thousand)

   
       

Code

Description

Current Quarter
3/31/2013

YTD Previous Year
12/31/2012

2

Total liabilities and shareholders' equity

52,712,029

53,283,269

2.01

Current liabilities

7,039,603

6,550,899

2.01.01

Payroll and related taxes

191,818

184,963

2.01.02

Trade payables

1,827,730

2,025,461

2.01.03

Taxes payable

332,130

272,766

2.01.04

Borrowings and financing

2,665,999

2,169,122

2.01.05

Other payables

1,697,039

1,582,040

2.01.06

Provisions

324,887

316,547

2.01.06.01

Provision for tax, social security, labor and civil risks

324,887

316,547

2.02

Non-current liabilities

37,501,229

37,724,857

2.02.01

Borrowings and financing

26,784,462

27,135,582

2.02.02

Other payables

9,128,736

9,009,049

2.02.03

Deferred taxes

222,893

238,241

2.02.04

Provisions

1,365,138

1,341,985

2.02.04.01

Provision for tax, social security, labor and civil risks

386,812

371,697

2.02.04.02

Other provisions

978,326

970,288

2.02.04.02.03

Provisions for environmental liabilities and asset decommissioning

412,735

404,697

2.02.04.02.04

Employee Benefits

565,591

565,591

2.03

Shareholders’ equity

8,171,197

9,007,513

2.03.01

Issued capital

4,540,000

4,540,000

2.03.02

Capital reserves

30

30

2.03.04

Earnings reserves

3,130,543

3,690,543

2.03.04.01

Legal reserve

336,190

336,190

2.03.04.02

Statutory reserve

2,794,353

2,794,353

2.03.04.08

Additional dividends and interest on capital proposed

-

560,000

2.03.05

Retained earnings/accumulated losses

27,326

-

2.03.08

Other comprehensive income

88,341

386,324

2.03.09

Non-controlling interests

384,957

390,616

 

 

PAGE 11 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Consolidated Financial Statements / Statements of Income

 

(R$ thousand)

   

Code

Description

Current Quarter
1/1/2013 to 3/31/2013

YTD Current Year
1/1/2012 to 3/31/2012

3.01

Net revenue from sales and/or services

3,641,983

3,435,484

3.02

Cost of sales and/or services

-2,851,577

-2,424,308

3.03

Gross profit

790,406

1,011,176

3.04

Operating expenses/income

-388,785

-312,005

3.04.01

Selling expenses

-201,250

-132,345

3.04.02

General and administrative expenses

-109,586

-106,674

3.04.04

Other operating income

4,256

5,470

3.04.05

Other operating expenses

-98,900

-114,248

3.04.06

Share of profits (losses) of investees

16,695

35,792

3.05

Profit before finance income (costs) and taxes

401,621

699,171

3.06

Finance income (costs)

-527,283

-638,664

3.06.01

Finance income

37,820

97,365

3.06.02

Finance costs

-565,103

-736,029

3.06.02.01

Net exchange gains (losses) on financial instruments

-28,685

-65,006

3.06.02.02

Finance costs

-536,418

-671,023

3.07

(Loss) profit before taxes on income

-125,662

60,507

3.08

Income tax and social contribution

141,978

32,128

3.09

Profit from continuing operations

16,316

92,635

3.11

Consolidated profit for the period

16,316

92,635

3.11.01

Attributed to owners of the Company

27,326

110,694

3.11.02

Attributed to non-controlling interests

-11,010

-18,059

3.99

Earnings per share - (R$/share)

   

3.99.01

Basic earnings per share

   

3.99.01.01

Common shares

0.01874

0.07592

3.99.02

Diluted earnings per share

   

3.99.02.01

Common shares

0.01874

0.07592

 

 

 

 

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Consolidated Financial Statements / Statement of Comprehensive Income

(R$ thousand)

   

Code

Description

Current Quarter
1/1/2013 to 3/31/2013

YTD Current Year
1/1/2012 to 3/31/2012

4.01

Profit for the period

16,316

92,635

4.02

Other comprehensive income

-297,983

230,187

4.02.01

Cumulative translation adjustments for the period

-43,239

-30,022

4.02.03

Available-for-sale assets, net of taxes

-254,744

260,209

4.03

Comprehensive income for the period

-281,667

322,822

4,03.01

Attributed to owners of the Company

-270,657

340,881

4,03.02

Attributed to non-controlling interests

-11,010

-18,059

                                                                                                                                                                                 

 

 

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Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

(R$ thousand)

   

Code

Description

YTD Current Year
01/01/2013 to 3/31/2013

YTD Previous Year
01/01/2012 to 12/31/2012

6.01

Net cash generated by operating activities

-215,773

-6,678

6.01.01

Cash generated from operations

476,061

649,917

6.01.01.01

Profit for the period

16,316

92,635

6.01.01.02

Accrued charges on borrowings and financing

479,972

583,291

6.01.01.03

Depreciation/ depletion / amortization

294,273

254,663

6.01.01.04

Share of profits of subsidiaries

-16,695

-35,792

6.01.01.05

Deferred income tax and social contribution

-219,813

-112,812

6.01.01.06

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

10,845

12,246

6.01.01.07

Inflation adjustment and exchange gains (losses), net

-135,767

-204,206

6.01.01.08

Gain on derivative transactions

-5,870

21,795

6.01.01.09

Residual value of writen-off long-lived assets

1,832

685

6.01.01.12

Other provisions

50,968

37,412

6.01.02

Changes in assets and liabilities

-691,834

-656,595

6.01.02.01

Trade receivables

101,032

-41,133

6.01.02.02

Inventories

-114,993

168,859

6.01.02.03

Receivables from related parties

89,316

-204,179

6.01.02.04

Recoverable Taxes

-19,924

20,093

6.01.02.05

Judicial deposits

7,624

-4,905

6.01.02.07

Trade payables

-224,050

56,541

6.01.02.08

Payroll and related taxes

36,962

21,892

6.01.02.09

Taxes

-10,553

90,545

6.01.02.10

Taxes in installments - REFIS

-25,921

-95,696

6.01.02.11

Payables to related parties

-1,232

2,542

6.01.02.12

Tax, social security, labor, civil and environmental liabilities

13,280

-430

6.01.02.13

Interest paid

-511,146

-604,874

6.01.02.14

Interest on swap paid

-1,219

-29,356

6.01.02.15

Other liabilities

-31,010

-36,494

6.02

Net cash used in investing activities

-233,055

-1,261,953

6.02.01

Investments

 

-60,206

6.02.02

Purchase of property, plant and equipment

-440,442

-793,903

6.02.03

Cash from acquisition of subsidiaries

 

14,880

6.02.04

Receipt/payment in derivative transactions

207,417

-121,707

6.02.05

Acquisition of subsidiaries

 

-300,545

6.02.06

Purchase of intangible assets

-30

-472

6.03

Net cash used in financing activities

-49,453

-71,809

6.03.01

Borrowings and financing raised

349,329

1,601,181

6.03.02

Amortization of borrowings

-104,264

-866,039

6.03.03

Amortization of principal - acquisition of subsidiaries

 

-806,937

6.03.04

Dividends and interest on capital paid

-299,942

-14

6.03.05

Capital contribution by non-controlling shareholders

5,424

 

6.04

Exchange differences on translating cash and cash equivalents

-61,401

-23,774

6.05

Decrease in cash and equivalents

-559,682

-1,364,214

6.05.01

Cash and cash equivalents at the beginning of the period

11,891,821

13,440,690

6.05.02

Cash and cash at the end of the period

11,332,139

12,076,476

 

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Consolidated Financial Statements / Statement of Changes in Shareholders´ Equity - 1/1/2013 to 03/31/2013

(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

   

-560,000

 

-560,000

5.04.08

Approval of prior year’s proposed dividends

   

-560,000

   

-560,000

 

-560,000

5.05

Total comprehensive income

     

27,326

-297,983

-270,657

-11,010

-281,667

5.05.01

Profit for the year

     

27,326

 

27,236

-11,010

16,316

5.05.02

Other comprehensive income

       

-297,983

-297,983

 

-297,983

5.05.02.04

Cumulative translation adjustments for the period

       

-43,239

-43,239

 

-43,239

5.05.02.06

Available-for-sale financial assets, net of taxes

       

-254,744

-254,744

 

-254,744

5.06

Internal changes in shareholders' equity

           

5,351

5,351

5.06.04

Non-controlling interests in subsidiaries

           

5,351

5,351

5.07

Closing balances

4,540,000

30

3,130,543

27,326

88,341

7,786,240

384,957

8,171,197

 

 

 

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Consolidated Financial Statements / Statement of Changes in Shareholders´ Equity - 1/1/2012 to 03/31/2012

 

(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

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

     

-118,190

 

-118,190

 

-118,190

5.04.07

Interest on capital

     

-118,190

 

-118,190

 

-118,190

5.05

Total comprehensive income

     

110,694

230,187

340,881

-18,059

322,822

5.05.01

Profit for the year

     

110,694

-30,022

110,694

-18,059

92,635

5.05.02

Other comprehensive income

       

260,209

230,187

 

230,187

5.05.02.04

Cumulative translation adjustments for the period

         

-30,022

 

-30,022

5.05.02.09

Available-for-sale financial assets, net of taxes

         

260,209

 

260,209

5.06

Internal changes in shareholders' equity

           

2

2

5.06.04

Non-controlling interests in subsidiaries

           

2

2

5.07

Closing balances

1,680,947

30

7,671,620

-7,496

-1,136,589

8,208,512

413,292

8,621,804

 

 

 

 

 

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Consolidated Financial Statements / Statement of Value Added

(R$ thousand)

   
       

Code

Description

YTD Current year
1/1/2013 to 03/31/2012

YTD Previous year
1/1/2012 to 03/31/2012

7.01

Revenues

4,451,468

4,164,086

7.01.01

Sales of products and services

4,401,707

4,155,912

7.01.02

Other revenues/(expenses)

44,918

2,975

7.01.04

Allowance for doubtful debts

4,843

5,199

7.02

Raw materials acquired from third parties

-3,011,736

-2,524,210

7.02.01

Costs of sales and services

-2,589,917

-2,189,385

7.02.02

Materials, eletric power, outside services and other

-421,940

-327,625

7.02.03

Impairment of assets

121

-7,200

7.03

Gross value added

1,439,732

1,639,876

7.04

Retentions

-294,273

-254,663

7.04.01

Depreciation, amortization and depletion

-294,273

-254,663

7.05

Wealth created

1,145,459

1,385,213

7.06

Value added received as transfer

-512,269

-376,728

7.06.01

Share of profits of subsidiaries

16,695

35,792

7.06.02

Finance income/exchange gains

37,820

97,365

7.06.03

Other

-566,784

-509,885

7.07

Wealth for distribution

633,190

1,008,485

7.08

Wealth distributed

633,190

1,008,485

7.08.01

Personnel

357,754

332,301

7.08.01.01

Salaries and wages

285,134

261,556

7.08.01.02

Benefits

54,543

46,418

7.08.01.03

Severance pay fund (FGTS)

18,077

24,327

7.08.02

Taxes, Fees and Contributions

256,837

359,735

7.08.02.01

Federal

161,528

248,912

7.08.02.02

State

87,255

100,279

7.08.02.03

Municipal

8,084

10,544

7.08.03

Lenders and lessors

2,283

223,814

7.08.03.01

Interest

528,004

688,887

7.08.03.02

Leases

4,159

2,020

7.08.03.03

Other

-529,880

-467,093

7.08.04

Shareholders

16,316

92,635

7.08.04.01

Interest on capital

0

118,190

7.08.04.03

(Accumulated losses)/Retained earningsfor the year

27,326

-7,496

7.08.04.04

Non-controlling interests

-11,010

-18,059

 

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Economic Scenario

 

The outlook for global economic activity is one of moderate and volatile growth, pushed by the emerging nations. The United States continues to stand out among the mature economies and should record growth similar to that in 2012. In March, the global manufacturing Purchasing Managers Index (PMI) moved up for the third consecutive month, reaching 51.2 points, versus 50.9 in February.

 

According to the figures released in April, the IMF expects global growth of 3.3% in 2013, slightly higher than the 3.2% recorded last year.

 

USA

 

U.S. GDP grew by an annualized 2.5% in 1Q13, versus 0.4% in 4Q12. According to the FED, industrial production recorded annualized growth of 5.0% at the end of the first quarter, the highest figure since 1Q12, accompanied by capacity utilization  of 78.5%. The manufacturing PMI recorded 51.3 points in March, moving up for the fourth consecutive month.

 

Thanks to controlled inflation, the FED is able to maintain its policy of stimulating the economy by keeping interest rates down, projecting for 2013 GDP growth between 2.3% and 2.8%.

 

Europe

 

Eurozone GDP is expected to shrink in 2013, not only in the peripheral nations but also in the central ones, despite moderate growth forecasted for certain countries, such as Germany. The European Central Bank expects a decline on GDP between 0.1% and 0.9% for the year as a whole, albeit with a gradual recovery in economic activity in the second half, driven by improved exports, although domestic demand is likely to remain sluggish.

 

The manufacturing industry continued to fall in March with deteriorating business conditions, and the manufacturing PMI recording 46.8 points, the lowest level in three months, remaining below expansion since August 2011.

 

Eurozone unemployment averaged 12.1% in March, in line with February’s figure, equivalent to 19 million people out of work. Greece and Spain recorded the highest rate, around 27%, versus 5.4% in Germany.

 

In the UK, first-quarter GDP edged up by 0.3% over 4Q12, when it dipped by the same amount. Annualized inflation remained at 2.8% in March, the highest figure since May 2012, and the Bank of England expects inflation to reach 3% in 2013, remaining above the target of 2% until the beginning of 2016.

 

Asia

 

In China, positive highlights were manufacturing PMI, which stood at 51.6 points in March, higher than the 50.4 points in February and the fifth consecutive monthly upturn, together with industrial output and retail sales, which climbed in 1Q13 by 9.5% and 10.3% in relation to the same period in 2012.

 

Despite the favorable figures, the growth of the Chinese economy presents signs of a slight slowdown. First-quarter GDP moved up by 7.7% over 1Q12, less than the year-on-year upturn of 7.9% recorded in 4Q12. For 2013, the country’s Central Bank is maintaining its GDP growth target of 7.5%.

 

In Japan, some indicators are pointing to an improvement in economic activity. In January, industrial production inched up by 0.3%, while consumer confidence recorded 44.3 points in February, the highest figure since the beginning of 2007. Fueled by the expansionist policy and the recent depreciation of the yen, the recovery of exports had a positive impact on manufacturing PMI, which reached 50.4 points in March, the first expansion since May 2012.

 

Brazil

 

For 2013, the Central Bank’s FOCUS report expects GDP growth of 3%, pulled by household consumption, low unemployment and the increase in average real earnings. However, growth is not diffused throughout the entire economy, with highlight for the demand in the services sector.

 

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First-quarter industrial output grew by 0.8% over the previous three months, while in the last twelve months it recorded a decline of 2.0%.

 

Inflation measured by the IPCA consumer price index recorded 6.59% in the 12 months through March 2013, exceeding the target of 6.50% set by the Monetary Policy Committee (COPOM). This contributed for the COPOM to raise the Selic base rate to 7.50% at its last meeting in April.

 

On the foreign exchange front, the real appreciated by 1.5% against the U.S. dollar in 1Q13, closing March at R$2.01/US$, while foreign reserves totaled US$377 billion.

 

Macroeconomic Projections

 

 

2013

2014

IPCA (%)

5.80

5.80

Commercial dollar (final) – R$

2.01

2.05

SELIC (final - %)

8.25

8.25

GDP (%)

3.00

3.50

Industrial Production (%)

2.53

3.55

      Source: FOCUS BACEN                                 Base: May 10, 2013

                                  

Adoption of IFRS 10/11

 

As of January 1, 2013, the Company adopted IFRS 10 – Consolidated Financial Statements, corresponding to CPC 36 (R3) – Demonstrações Financeiras Consolidadas, approved by the CVM in December 2012, and IFRS 11 – Joint Arrangements, corresponding to CPC 19 (R2) - Negócios em Conjunto, approved by the CVM in November 2012. As a result, given that the proportional consolidation method is no longer permitted, the Company has ceased to consolidate its jointly-owned subsidiaries Namisa, MRS Logística and CBSI, and now accounts for them under the equity method. The main impacts are on net revenue, cost of goods sold, gross profit, financial result, equity result and net income. For comparability purposes, the consolidated financial statements for the quarters ended March 31, 2012 and December 31, 2012 were reclassified to reflect this alteration.   

 

Net Revenue

 

CSN recorded consolidated net revenue of R$3,642 million in 1Q13, 18% down on the R$4,444 million recorded in 4Q12, mainly due to lower iron ore sales.

 

Cost of Goods Sold (COGS)

 

In 1Q13, consolidated COGS came to R$2,852 million, 14% less than the R$3,315 million posted in the previous quarter, also mainly due to lower iron ore sales.

 

Selling, General, Administrative and Other Operating Expenses

 

SG&A expenses totaled R$311 million in the first quarter, 21% down on the R$395 million recorded in 4Q12, essentially due to lower iron ore freight costs.  

 

In 1Q13, the “Other Operating Expenses” totaled R$95 million, 34% down on the other expenses of R$145 million posted in 4Q12, chiefly due to the reduction in corporate expenses.

 

EBITDA

 

The Company uses Adjusted EBITDA to measure the performance of its various segments and their operating cash flow generation capacity. It comprises net income before the net financial result, income and social contribution taxes, depreciation and amortization, equity income and other operating revenue (expenses). However, although it is used to measure segment results, EBITDA is not a measure recognized by Brazilian accounting practices or International Financial Reporting Standards (IFRS), has no standard definition and therefore should not be compared to similar indicators adopted by other companies.

 

 

 

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Adjusted EBITDA considers the Company’s proportional interest in Namisa, MRS Logística and CBSI and is on a comparable basis with the amounts published in 2012.

Adjusted EBITDA totaled R$902 million in 1Q13, 26% down on 4Q12, chiefly due to the contribution from the mining, steel, logistics and energy segments.

The adjusted consolidated EBITDA margin stood at 25% in 1Q13, 2 p.p. less than in 4Q12.

 

 

Financial Result and Net Debt

 

The 1Q13 net financial result was negative by R$527 million, chiefly due to the following factors:  

 

§ Interest on loans and financing totaling R$480 million;  

§ Expenses of R$6 million with the monetary restatement of tax payment installments;  

§ Monetary and foreign exchange variations of R$31 million, including the result of derivative operations

§ Other financial expenses totaling R$48 million.

 

These negative effects were partially offset by consolidated financial revenue of R$38 million.

 

 

Equity Result

 

The effect of equity result on the Company’s consolidated income statement totaled R$17 million in 1Q13, due to the adoption of IFRS 10 (CPC 36) and IFRS 11 (CPC 19).

 
 

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Consolidated Net Income

 

CSN posted consolidated net income of R$16 million in 1Q13 due to the operating results described above.

 

Capex

 

Investments reflect the Company’s proportional interest in Namisa, MRS Logística and CBSI and are on a comparable basis with the amounts published in 2012.

  

CSN invested R$509 million in 1Q13, R$280 million of which in the parent company, mostly in the following projects:

ü  Expansion of the Casa de Pedra mine and Itaguaí Port: R$54 million;

ü  Construction of the long steel plant: R$101 million.

 

 

The remaining R$229 million went to subsidiaries and joint subsidiaries, as follows:

ü  Transnordestina Logística: R$82 million;

ü  MRS: R$61 million;

ü  Namisa: R$2 million.

 

Working Capital

 

Working capital closed 1Q13 at R$1,666 million, R$17 million up on the R$1,649 million recorded at the end of 2012, chiefly due to increased inventories, partially offset by the reduction in accounts receivable. The average inventory turnover period increased by four days, while the average supplier payment and receivables period fell by three days and two days, respectively.

 

In the last 12 months, working capital fell by R$783 million, basically due to the increase in the suppliers line, thanks to improved payment management and the reduction in accounts receivable.

  

WORKING CAPITAL (R$ MM)  1Q13  4Q12  1Q12  Change
1Q13 x 4Q12 
Change
1Q13 x 1Q12 
Assets  4,100  4,040  4,123  60  (23) 
Accounts Receivable  1,506  1,646  1,623  (140)  (117) 
Inventory (*)  2,583  2,388  2,498  195  85 
Advances to Taxes  12  6  2  6  10 
Liabilities  2,435  2,392  1,673  43  762 
Suppliers  1,881  1,892  1,154  (11)  727 
Salaries and Social Contribution  192  185  166  7  27 
Taxes Payable  332  273  330  59  2 
Advances from Clients  30  41  24  (11)  7 
Working Capital  1,666  1,649  2,449  17  (783) 
 
TURNOVER RATIO
Average Periods
1Q13  4Q12  1Q12   Change
1Q13 x 4Q12
 Change
1Q13 x 1Q12
Receivables  30  32  35  (2)  (5) 
Supplier Payment  59  62  43  (3)  16 
Inventory Turnover  82  78  94  4  (12) 
Cash Conversion Cycle  53  48  86  5  (33) 
(*) Inventory - includes "Advances to Suppliers" and does not include "Supplies".     

  

 

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Results by Segment

 

The Company maintains integrated operations in five business segments: steel, mining, logistics, cement and energy.  The main assets and/or companies comprising each segment are presented below:

 

Steel  Mining  Logistics  Cement  Energy 
 
Pres. Vargas Steel Mill  Casa de Pedra  Railways:  Volta Redonda  CSN Energia 
Porto Real  Namisa (60%)  - MRS  Arcos  Itasa 
Paraná  Tecar  - Transnordestina     
LLC  ERSA  Port:     
Lusosider    - Sepetiba Tecon     
Prada (Distribution and Packaging)        
Metalic         
SWT         

 

The information on CSN’s five business segments is derived from the accounting data, together with allocations and the apportionment of costs among the segments.  

 

Results by segment reflect the Company’s proportional interest in Namisa, MRS Logística and CBSI and are on a comparable basis with the amounts published in 2012.

 

 

 

Net Revenue by Segment (R$ million)  

 

 

 

 

Adjusted EBITDA by Segment (R$ million)

 

 

 

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R$ million                1Q13 
Consolidated Results  Steel  Mining   Logistics 
(Port) 
Logistics  
(Railways) 
Energy  Cement  Corporate/  
Eliminations 
Consolidated 
Net Revenue  2,947  747  39  225  47  98  (461)  3,642 
 Domestic Market  2,313  87  39  225  47  98  (218)  2,592 
 Foreign Market  634  659  -  -  -  -  (243)  1,050 
Cost of Goods Sold  (2,456)  (454)  (21)  (171)  (41)  (67)  358  (2,852) 
Gross Profit  492  293  19  55  6  30  (103)  790 
Selling, General and Administrative Expenses  (158)  (17)  (6)  (22)  (5)  (14)  (89)  (311) 
Depreciation  194  51  2  31  4  7  (2)  287 
Proportional EBITDA of Jointly Controlled Companies              135  135 
 Adjusted EBITDA  528  326  15  63  5  24  (59)  902 
 Adjusted EBITDA Margin  18%  44%  38%  28%  11%  24%    25% 
 
R$ million                4Q12 
Consolidated Results  Steel  Mining   Logistics 
(Port) 
Logistics  
(Railways) 
Energy  Cement  Corporate/  
Eliminations 
Consolidated 
Net Revenue  2,835  1,301  42  271  61  98  (165)  4,444 
 Domestic Market  2,237  241  42  271  61  98  (95)  2,856 
 Foreign Market  597  1,060  -  -  -  -  (70)  1,587 
Cost of Goods Sold  (2,305)  (769)  (21)  (188)  (47)  (67)  83  (3,315) 
Gross Profit  529  532  21  83  13  32  (82)  1,129 
Selling, General and Administrative Expenses  (149)  (9)  (5)  (24)  (5)  (16)  (186)  (395) 
Depreciation  184  49  2  36  4  7  21  302 
Proportional EBITDA of Jointly Controlled Companies              186  186 
 Adjusted EBITDA  564  572  18  94  12  23  (61)  1,222 
 Adjusted EBITDA Margin  20%  44%  42%  35%  20%  23%    27% 

 

Steel

Scenario

According to the World Steel Association (WSA) global crude steel production totaled 389 million tonnes in 1Q13, 6% higher than in 4Q12, with China being responsible for 192 million tonnes, 10% up in the same period and a new record.

Existing global capacity use increased from 73% in December 2012 to 79% in March 2013. In this scenario, the WSA expects global apparent steel consumption of 1.45 billion tonnes in 2013, 2.9% more than the year before, with China accounting for 669 million tonnes, 3.5% more than in 2012 and 46% of the total.

According to the Brazilian Steel Institute (IABr), domestic crude steel production came to 8.3 million tonnes in 1Q13, 4% down year-on-year, while rolled flat output totaled 3.6 million tonnes, up by 1%.  

Apparent domestic flat steel consumption amounted to 3.2 million tonnes in the first quarter, 4% down on 1Q12. Domestic sales of 2.9 million tonnes moved up by 2%, while imports of 0.4 million tonnes fell by 36%. On the other hand, exports climbed by 73% to 0.5 million tonnes.

The IABr expects domestic sales growth of 7.7% in 2013, fueled by various government measures, and apparent steel consumption of 26.4 million tonnes, 4.3% more than in 2012.

Automotive

According to ANFAVEA (the Auto Manufacturers’ Association), vehicle production totaled 828,000 units in 1Q13, 12% up on 1Q12, with sales of 830,000 units, up by 1.5%.

In April, the government opted to extend the IPI tax reduction on vehicle sales until the end of 2013, aiming at encouraging consumption. FENABRAVE (the Vehicle Distributors’ Association) expects car and light commercial vehicle sales to increase by 3.0% in 2013, while ANFAVEA estimates growth of between 3.5% and 4.5%.

Construction  

According to ABRAMAT (the Construction Material Manufacturers’ Association), sales of building materials increased by 1.7% year-on-year in 1Q13.

 

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ABRAMAT estimates annual sales growth of 4.5% in 2013, sustained by the policy of encouraging household consumption, the maintenance of employment and earnings levels and increasing investments in infrastructure.

Home Appliances

Sales of white goods between December 2012 and February 2013 increased by an average of 22.6% over the same period the year before, benefiting from the reduction in the IPI tax, which the government is expected to extend until June 2013 in order to maintain sector activity.

Eletros (the Home Appliance and Consumer Electronics Manufacturers’ Association) expects home appliance sales to move up by 9% in 2013.

Distribution 

According to INDA (the Brazilian Steel Distributors’ Association), domestic flat steel sales by distributors totaled 1.0 million tonnes in the first quarter, 5% down on 4Q12 and 3% less than in 1Q12.

Purchases by the associated network reached 1.1 million tonnes in 1Q13, flat over 4Q12 and 1Q12. Inventories closed March at around 1.0 million tonnes, 3% higher than in February, with a turnover of 2.8 months.

INDA expects flat steel sales by distributors to grow by between 5% and 6% in 2013.

Sales Volume

CSN sold 1.6 million tonnes of steel in 1Q13, 3% more than in 4Q12 and a new first-quarter record. Of this total, 77% was sold on the domestic market, 21% by overseas subsidiaries and 2% went to direct exports.

Domestic Sales Volume

Domestic sales totaled 1.2 million tonnes, 2% up on the 4Q12 figure.

Foreign Sales Volume       

Foreign sales totaled 362,000 tonnes of steel products in 1Q13, 6% up on the previous quarter. Of this total, the overseas subsidiaries sold 327,000 tonnes, 189,000 of which by SWT. Direct exports came to 35,000 tonnes.

Prices

Net revenue per tonne averaged R$1,867 in 1Q13, 1% higher than the 4Q12 average of R$1,849.

Net Revenue

Net revenue from steel operations totaled R$2,947 million, 4% up on 4Q12, chiefly due to higher sales volume.

Cost of Goods Sold (COGS)

Steel segment COGS stood at R$2.456 million in 1Q13, 7% more than the previous quarter, due to higher sales volume and the use of slabs acquired from third parties.

Adjusted EBITDA

Adjusted steel segment EBITDA totaled R$528 million in 1Q13, 6% down on 4Q12, basically due to the factors mentioned above, accompanied by an adjusted EBITDA margin of 18%. 

Production

The Presidente Vargas Steelworks (UPV) produced 1.0 million tonnes of crude steel in 1Q13. In the same period, slab purchases from third parties came to 118,000 tonnes and rolled steel output totaled 1.1 million tonnes.

 

 

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Production (in thousand t) 1Q13  4Q12  1Q12  Change
 1Q13 x 4Q12  1Q13 x 1Q12
Crude Steel (P. Vargas Mill)  1,047  1,143  1,200  -8%  -13% 
Purchased Slabs from Third Parties  118  137  0  -14%   
Total Crude Steel  1,165  1,280  1,200  -9%  -3% 
Total Rolled Products  1,089  1,257  1,114  -13%  -2% 

 

Production Costs (Parent Company)

 

In 1Q13, the Presidente Vargas Steelworks’ total production costs came to R$1,671 million, R$47 million less than in 4Q12, with the following variations:

·     Other Production Costs:decline of R$9 million;

 

 

Mining

 

Scenario

 

In 1Q13, the seaborne iron ore market was marked by record steel output in China. Strong iron ore demand by the Chinese steel plants at the beginning of the year, together with reduced seaborne supply helped push up prices. In the first quarter the Platts Fe62% CFR China index averaged US$148.40/dmt, 21% up on the previous three months.  

 

The iron-ore quality premium hovered between US$2.30 and US$2.70/dmt per 1% of Fe content, while freight costs on the Tubarão/Qingdao route averaged US$17.81/wmt.

 

In 1Q13, Brazilian exports accounted for 27.5% of the seaborne market, totaling 68 million tonnes, 30.3% less than in the previous three months.

 
 

 

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Iron Ore Sales

In 1Q13, sales of finished iron ore products totaled 4.1 million tonnes, 35% less than in the previous quarter, all of which was sold abroad. Of this total, 2.2 million tonnes were sold by Namisa1.

Considering CSN’s 60% interest in Namisa, consolidated iron ore sales came to 3.3 million tonnes, 43% down on 4Q12.

The Company’s own consumption stood at 1.3 million tonnes.

1 Sales volumes include 100% of the stake in NAMISA.

Net Revenue

Net revenue from mining operations totaled R$747 million in 1Q13, 43% less than in 4Q12, due to the reduction in sales volume, partially offset by the upturn in iron ore prices.

Cost of Goods Sold (COGS)

Mining COGS came to R$454 million in 1Q13, 41% down on 4Q12, chiefly due to the reduction in sales volume.

Adjusted EBITDA

Adjusted first-quarter EBITDA came to R$326 million, accompanied by an adjusted EBITDA margin of 44%, identical to the 4Q12 figure.

Logistics

 

Scenario

Railway Logistics

 

According to the ANTF (National Rail Transport Association), Brazil’s rail network transported 481 million tonnes of cargo in 2012, 6 million more than in 2011. The concessionaires invested around R$4.9 billion in the rail system throughout the year, 6.6% up on the year before.

 

For the next three years, the ANTF expects cargo volume to move up by 24.7%, equivalent to 600 million tonnes, with investments of around R$16 billion.

Port Logistics

 

According to ANTAQ (National Waterway Transport Agency), Brazil’s port installations handled around 904 million tonnes gross in 2012, 2% up on the previous year.

 

Bulk solids totaled 554 million tonnes, 2% more than in 2011, while container handling came to 8.2 million TEUs1, growth of 4%.

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

 

Analysis of Results

Railway Logistics

 

In 1Q13, net revenue from railway logistics totaled R$225 million, COGS stood at R$171 million and adjusted EBITDA came to R$63 million, with an adjusted EBITDA margin of 28%.

Port Logistics

 

In 1Q13, net revenue from port logistics came to R$39 million, COGS totaled R$21 million and adjusted EBITDA stood at R$15 million, accompanied by an adjusted EBITDA margin of 38%.

 

 

 

 

 

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Cement

 

Scenario

 

Preliminary figures from SNIC (the Cement Industry Association) indicate domestic cement sales of 16 million tonnes in 1Q13, 1.9% down on 1Q12. LTM sales through March 2013 totaled 68 million tonnes, 3.3% more than in the previous 12-month period

 

Analysis of Results

 

In 1Q13, cement sales totaled 456,000 tonnes, net revenue came to R$98 million, COGS amounted to R$67 million and adjusted EBITDA stood at R$24 million, with a margin of 24%.

 

Energy

Scenario

 

According to the Energy Research Company (EPE), Brazilian electricity consumption grew by 2.5% year-on-year in 1Q13, led by the residential and commercial segments, which recorded respective growth of 6.6% and 6.1%. Industrial consumption, however, fell by 2.4%.

 

In the 12 months through March 2013, consumption  increased by 3.2% over the previous 12-month period, with growth of 7.8% and 5.8% in the commercial and residential segments, respectively, and a 1.2% decline in the industrial segment.

 

Analysis of Results

 

In 1Q13, net revenue from energy sales amounted to R$47 million, COGS totaled R$41 million and adjusted EBITDA came to R$5 million, accompanied by an adjusted EBITDA margin of 11%.

Capital Market

 

CSN’s shares depreciated by 26% in 1Q13, versus the Ibovespa’s 8% decline in the same period. On the NYSE, CSN’s ADRs fell by 23%, while the Dow Jones climbed by 11%.

 

Daily traded volume in CSN’s shares on the BM&FBovespa averaged R$59.1 million in 1Q13, 7% more than the R$55.3 million recorded in 4Q12. On the NYSE, daily traded volume in CSN’s ADRs averaged US$27.6 million, 24% down on the previous quarter’s average of US$36.2 million.

 

 

 

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Version: 1

 

 

 
Capital Markets - CSNA3 / SID / IBOVESPA / DOW JONES 
  1Q13  4Q12 
N# of shares  1,457,970,108  1,457,970,108 
Market Capitalization     

Closing price (R$/share) 

8.76  11.86 

Closing price (US$/share) 

4.48  5.81 

Market Capitalization (R$ million) 

12,779  17,292 

Market Capitalization (US$ million) 

6,532  8,464 
Total return including dividends and interest on equity     

CSNA3 (%) 

-26%  4% 

SID (%) 

-23%  3% 

Ibovespa 

-8%  3% 

Dow Jones 

11%  -2% 
Volume     

Average daily (thousand shares) 

5,526  4,958 

Average daily (R$ Thousand) 

59,109  55,292 

Average daily (thousand ADRs) 

5,175  6,746 

Average daily (US$ Thousand) 

27,592  36,171 
Source: Economática     

 

Shareholder Payments

 

The Annual Shareholders’ Meeting of April 30, 2013 ratified the payment of dividends totaling R$300 million, paid on January 7, 2013, and interest on equity totaling R$560 million, R$123 million of which paid in April 2013.

 

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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 two railroad companies: MRS Logística, which manages the former Southeast Network of Rede Ferroviária Federal S.A. (RFFSA), and Transnordestina Logística, which operates the former Northeast Network of the RFFSA in the states of Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas.

 

Ports:  

 

In the State of Rio de Janeiro, by means of its subsidiary Sepetiba Tecon, 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.

 

 

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·       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 strategic investments and segments, see Note 25 - Business Segment Reporting.

 

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)      Basis of preparation

 

The consolidated interim financial statements have been prepared and are being presented in accordance with the Accounting Pronouncements Committee (CPC 21 – Interim Financial Statements and Consolidated Interim Financial Statements) and in accordance with International Accounting Standards (IAS 34 – Interim Financial Reporting) issued by the International Accounting Standards Board (IASB).

The individual interim 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 interim 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 allowance losses on doubtful debts, allowance for inventories 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 interim 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 interim financial statements were approved by the Board of Directors on May 14, 2013.

(b)      Consolidated interim financial statements

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

The consolidated interim financial statements for the period ended March 31, 2013 and the year ended December 31, 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

 

3/31/2013

 

12/31/2012

 

Main activities

             

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

 

100.00

 

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.

 

99.99

 

99.99

 

Reforestation

Estanho de Rondônia S.A.

 

99.99

 

99.99

 

Tin mining

Cia Metalic Nordeste

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

Companhia Metalúrgica Prada

 

99.99

 

99.99

 

Manufacture of packaging and distribution of steel products

CSN Cimentos S.A.

 

99.99

 

99.99

 

Cement manufacturing

CSN Gestão de Recursos Financeiros Ltda.

 

99.99

 

99.99

 

Dormant company

Congonhas Minérios S.A.

 

99.99

 

99.99

 

Mining and equity interests

CSN Energia S.A.

 

99.99

 

99.99

 

Sale of electric power

Transnordestina Logística S.A.

 

75.92

 

76.13

 

Railroad logistics

FTL - Ferrovia Transnordestina Logística S.A. (1)

 

99.99

 

99.99

 

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.

 

100.00

 

100.00

 

Equity interests

Lusosider Aços Planos, S. A.

 

99.94

 

99.94

 

Steel and equity interests

CSN Acquisitions, Ltd.

 

100.00

 

100.00

 

Financial transactions and equity interests

CSN Resources S.A.

 

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

Empresa 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

             

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 is associates: equity method

           

Arvedi Metalfer do Brasil S.A.

 

20.00

 

20.00

 

Steel and equity interests

 

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

 

 

 

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·                     Exclusive funds

   

Equity interests (%)

   

Exclusive funds

 

3/31/2013

 

12/31/2012

 

Main activities

             

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 interim financial statements we have adopted the following consolidation procedures:

 

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 interim 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) over which the Company has the power to determine the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. 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.

 

·                     Joint controlled entities

 

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

The investments in jointly controlled entities subsidiaries are accounted for by the equity method and are not consolidated. Some subsidiaries have been qualified as joint operations. See note 3 for further details.

 

·                     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.

 

·                     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.

 

 

 

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(c)      Individual interim financial statements

 

In the individual interim financial statements, interests in subsidiaries 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 interim 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 interim 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 interim 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 March 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 March 31, 2013, US$1 is equivalent to R$2.0138  (R$2.0435  as of December 31, 2012), €1 is equivalent to R$2.5853  (R$2.6954  as of December 31, 2012), and ¥1 is equivalent to R$0.02142 (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.

 

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.

 

Starting 2012, in view of the changes in operations of the subsidiary Namisa Europe, its functional currency changed from the US dollar to the Brazilian real.

 

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

 

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·         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 allowance for on doubtful debts were recognized in an amount considered sufficient to cover any losses. Management’s assessment takes into consideration the customer’s history and financial position, as well as the opinion of our legal counsel regarding the collection of these receivables for recognizing the allowance.

 

(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.

 

(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 interim 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).

 

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(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 lives of assets, as mentioned in note 11. 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 costs 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;

·         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 mixed 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), at each mine individually during the period that stripping costs are incurred.

 

 

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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.

                   

(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. 

 

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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.

 

The other changes required by IAS 19 (revised) (CPC 33 R1) will be disclosed in the financial statements for the year ended December 31, 2013, when the actuarial report prepared by an independent actuary will be updated.

 

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.

 

 

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(p)      Issued 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.

 

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. 

 

 

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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 per share

 

Basic earnings 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 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 per share are equal to basic earnings per share.

 

(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 period ended March 31, 2013, amounted to R$1,592 (R$1,342 at March 31, 2012).  

 

(w)     Financial instruments

 

i)              Financial assets

 

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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.

 

·         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.

 

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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;

 

·       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 asset 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.

 

 

 

 

PAGE 41 of 108

 


 

 

·         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 14).

 

 

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.

 

Derivatives are also classified as trading securities, unless they have been designated as effective hedging instruments.

 

 

·       Other financial liabilities

 

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

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

 

·         Offsetting financial instruments

 

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

 

iv)           Derivative instruments and hedging activities

 

·         Derivatives measured at fair value through profit or loss

 

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

 

·         Foreign exchange gains or losses on translation 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.

 

 

 

PAGE 42 of 108

 


 

 

(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 25).

 

(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 standards and interpretations issued and not yet adopted

 

The information on the recently issued accounting standards and interpretations did not change significantly as compared to the one disclosed in note 2 to the financial statements for the year ended December 31, 2012 disclosed on March 28, 2013, except for the applications of IFRSs 10 and 11 described in note 3

 

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 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.

 

For purposes of comparison, the balances as of December 31, 2012 and March 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:

 

 

 

 

PAGE 43 of 108

 


 

 

i.              Balance sheet as of December 31, 2012

         

12/31/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

 

 

 

ASSETS

         

Current assets

         

Cash and cash equivalents

14,444,875

 

(2,553,054)

 

11,891,821

Trade receivables

1,794,566

 

866,851

 

2,661,417

Inventories

3,580,025

 

(186,832)

 

3,393,193

Other current assets

1,302,479

 

(150,324)

 

1,152,155

Total non-current assets

21,121,945

 

(2,023,359)

 

19,098,586

           

Non-current assets

         

Long-term receivables

         

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

           

Investments

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

Provisions 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

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

371,697

     

371,697

Employee Benefits

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

 

 

 

 

 

PAGE 44 of 108

 


 

 

ii.             Income statement for the period ended March 31, 2012

 

         

3/31/2012

 

Published balance sheet

 

Adoption of IFRS 10 and IFRS 11

 

Adjusted balance sheet

Net revenue from sales and/or services

3,895,739

 

(460,255)

 

3,435,484

Cost of sales and/or services

(2,752,606)

 

328,298

 

(2,424,308)

Gross profit

1,143,133

 

(131,957)

 

1,011,176

Operating expenses/income

(426,884)

 

114,879

 

(312,005)

Selling expenses

(180,995)

 

48,650

 

(132,345)

General and administrative expenses

(133,812)

 

27,138

 

(106,674)

Share of profits (losses) of investees

   

35,792

 

35,792

Other operating income (expenses), net

(112,077)

 

3,299

 

(108,778)

Operating profit before finance income (costs)

716,249

 

(17,078)

 

699,171

Finance income (costs), net

(628,161)

 

(10,503)

 

(638,664)

Profit before income tax and social contribution

88,088

 

(27,581)

 

60,507

Income tax and social contribution

4,547

 

27,581

 

32,128

Profit for the period

92,635

     

92,635

Attributable to:

         

Owners of the Company

110,694

     

110,694

Non-controlling interests

(18,059)

     

(18,059)

 

 

 

 

PAGE 45 of 108

 


 

 

iii.            Balance sheet as of January 1, 2012

         

1/1/2012

 

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 non-current assets

21,944,306

 

(1,780,330)

 

20,163,976

           

Non-current assets

         

Long-term receivables

         

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

           

Investments

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

Provisions 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

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

346,285

     

346,285

Employee Benefits

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

           

 

 

 

PAGE 46 of 108

 


 

 

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.

 

 

PAGE 47 of 108

 


 

 

(**) 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 (see note 11).

 

(***) 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

 

235,595

     

 

Goodwill arising on the acquisition was mainly based on expected future earnings, as described in note 12.

 

5.     CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

Consolidated

 

 

 

Parent Company

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Current

                 

Cash and cash equivalents

                 

Cash and banks

196,958

 

205,056

 

99,908

 

93,543

 

25,897

                   

Short-term investments

                 

In Brazil:

                 

Government securities

617,902

 

862,299

 

646,594

 

517,608

 

769,447

Private securities

280,310

 

540,688

 

1,619,816

 

115,335

 

340,720

 

898,212

 

1,402,987

 

2,266,410

 

632,943

 

1,110,167

Abroad:

                 

Time deposits

10,236,969

 

10,283,778

 

11,074,372

 

1,842,422

 

1,859,693

Total short-term investments

11,135,181

 

11,686,765

 

13,340,782

 

2,475,365

 

2,969,860

Cash and cash equivalents

11,332,139

 

11,891,821

 

13,440,690

 

2,568,908

 

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) and Debentures with yields pegged to the Interbank Deposit Certificate (CDI) fluctuation, and government securities are basically repurchase agreements backed by National Treasury Bills (LTNs) 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.

 

 

 

 

PAGE 48 of 108

 


 

 

6.     TRADE RECEIVABLES

 

         

Consolidated

 

 

 

Parent Company

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Trade receivables

                 

Third parties

                 

Domestic market

860,342

 

776,442

 

859,996

 

601,136

 

521,517

Foreign market

639,971

 

754,159

 

575,040

 

26,799

 

23,799

Allowance for on doubtful debts

(106,689)

 

(111,532)

 

(124,939)

 

(81,534)

 

(86,391)

 

1,393,624

 

1,419,069

 

1,310,097

 

546,401

 

458,925

Related parties (Note 19 - b and c)

112,365

 

227,021

 

133,819

 

607,039

 

552,744

 

1,505,989

 

1,646,090

 

1,443,916

 

1,153,440

 

1,011,669

 

                 

Other receivables

                 

Dividends receivable (Note 19 - b)

955,450

 

955,869

 

655,879

 

984,684

 

985,973

Other receivables

53,186

 

59,458

 

46,867

 

31,541

 

34,789

 

1,008,636

 

1,015,327

 

702,746

 

1,016,225

 

1,020,762

 

2,514,625

 

2,661,417

 

2,146,662

 

2,169,665

 

2,032,431

         

 

 

     

 

 

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

 

           

Consolidated

 

 

 

Parent Company

   

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Falling due

 

1,238,840

 

1,272,669

 

1,220,106

 

483,977

 

406,543

Overdue until 180 days

 

116,959

 

113,793

 

67,067

 

33,145

 

25,052

Overdue above 180 days

 

144,514

 

144,139

 

147,863

 

110,813

 

113,721

 

 

1,500,313

 

1,530,601

 

1,435,036

 

627,935

 

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 14 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$303,028  as of March 31, 2013  (R$224,718  as of December 31, 2012), less the trade receivables.

 

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

 

           

Consolidated

 

 

 

Parent Company

   

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Opening balance

 

(111,532)

 

(124,939)

 

(117,402)

 

(86,391)

 

(101,407)

Allowance for losses on trade receivables

 

(3,426)

 

(11,073)

 

(20,005)

 

(2,096)

 

(6,668)

Recovery of receivables

 

8,269

 

24,480

 

12,468

 

6,953

 

21,684

Closing balance

 

(106,689)

 

(111,532)

 

(124,939)

 

(81,534)

 

(86,391)

 

 

 

 

 

 

 

 

 

 

 

 

 

PAGE 49 of 108

 


 

 

7.     INVENTORIES 

                                                    

 

Consolidated

 

Parent Company

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Finished products

847,078

 

980,375

 

855,020

 

635,028

 

755,770

Work in process

646,338

 

668,170

 

778,718

 

554,279

 

584,952

Raw materials

721,469

 

722,922

 

836,760

 

476,316

 

477,350

Storeroom supplies

1,011,292

 

1,018,625

 

922,141

 

876,860

 

885,819

Iron ore

133,021

 

74,340

 

79,687

 

133,022

 

74,341

Advances to suppliers

134,939

 

36,921

 

141,531

 

118,838

 

16,414

(-) Allowance  for inventory losses

(107,769)

 

(108,160)

 

(94,950)

 

(90,344)

 

(90,344)

 

3,386,368

 

3,393,193

 

3,518,907

 

2,703,999

 

2,704,302

                   

 

 

Changes in the allowance for inventory losses are as follows:

 

           

Consolidated

 

 

 

Parent Company

   

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

Opening balance

 

(108,160)

 

(94,950)

 

(80,571)

 

(90,344)

 

(77,814)

Allowance for on/reversals of slow-moving inventories and obsolescence

391

 

(13,210)

 

(14,379)

     

(12,530)

Closing balance

 

(107,769)

 

(108,160)

 

(94,950)

 

(90,344)

 

(90,344)

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

As of March 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

 

3/31/2013

 

12/31/2012

 

'1/1/2012

 

3/31/2013

 

12/31/2012

 

'1/1/2012

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Judicial deposits (Note 17)

 

 

 

 

 

 

710,267

 

718,026

 

938,381

 

 

 

 

 

672,098

 

680,603

Credits with the PGFN (*) (Note 16)

     

 

 

 

85,345

 

84,392

 

806,103

 

     

 

85,345

 

84,392

Recoverable taxes (**)

416,462

 

407,297

 

573,827

 

168,529

 

183,092

 

227,199

 

258,300

 

267,172

 

57,473

 

68,675

Prepaid expenses

54,683

 

38,767

 

19,535

 

41,660

 

42,893

 

47,563

 

32,254

 

17,757

 

20,835

 

21,580

Actuarial asset - related party

 

 

 

 

 

 

93,546

 

93,546

 

 

 

 

 

 

 

93,163

 

93,163

Unrealized gains on derivatives (Note 14 I)

154,501

 

239,266

 

53,045

 

       

374,455

 

143,341

 

237,525

       

Guarantee margin on financial instruments (Note 14 V)

218,911

 

426,328

 

407,467

 

 

 

 

 

 

 

16,855

 

17,024

 

 

 

 

Ore inventory (Note 7)

           

144,483

 

144,483

 

144,483

         

144,483

 

144,483

Northeast Investment Fund (FINOR)

 

 

 

 

 

 

8,452

 

8,452

 

46,292

 

 

 

 

 

8,452

 

8,452

Trade receivables

           

7,165

 

8,983

 

10,043

         

10,688

 

10,649

Receivables from related parties (Note 19 b and c)

22,039

 

25,671

 

3,843

 

324,077

 

325,214

 

288,873

 

111,880

 

114,478

 

689,465

 

527,252

Other

20,728

 

14,826

     

11,278

 

18,058

 

47,451

         

20,163

 

17,708

 

887,324

 

1,152,155

 

1,057,717

 

1,594,802

 

1,627,139

 

2,930,843

 

562,630

 

653,956

 

1,802,165

 

1,656,957

 

 (*) Refers to the excess judicial deposit originated by the 2009 REFIS (Tax Debt Refinancing Program) as described in note 16.

 

(**) 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.

 

 

 

PAGE 50 of 108

 


 

 

9.     INCOME TAX AND SOCIAL CONTRIBUTION

 

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

 

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

 

 

Consolidated

 

Parent Company

 

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Income tax and social contribution income/(expenses)

             

Current

(77,835)

 

(80,684)

       

Deferred

219,813

 

112,812

 

217,504

 

115,281

 

141,978

 

32,128

 

217,504

 

115,281

 

 

 

 

 

 

 

 

 

 

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:

 

 

Consolidated

 

Parent Company

 

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Profit before income tax and social contribution

(125,662)

 

60,507

 

(190,178)

 

(4,587)

Tax rate

34%

 

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

42,725

 

(20,572)

 

64,661

 

1,560

Adjustment to reflect effective rate:

             

Interest on capital benefit

190,400

 

40,185

 

190,400

 

40,185

Equity in subsidiaries

       

(37,787)

 

63,408

Income subject to special tax rates or untaxed

(83,214)

 

(3,742)

       

Tax loss carryforwards without recognizing deferred taxes

(11,648)

           

Other permanent deductions (add-backs)

3,715

 

16,257

 

230

 

10,128

Income tax and social contribution in profit (loss) for the period

141,978

 

32,128

 

217,504

 

115,281

Effective rate

-113%

 

53%

 

-114%

 

-2,513%

 

 

(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 interim financial statements. They are presented at net amounts when related to a sole jurisdiction.

 

 

 

 

PAGE 51 of 108

 


 

 

     

Consolidated

     

Opening balance

 

Movement

 

Closing balance

 

'1/1/2012

 

12/31/2012

 

Comprehen-sive income

 

Profit or loss

 

Other

 

3/31/2013

Deferred tax assets

                     

Income tax loss carryforwards

416,276

 

818,705

     

181,842

 

(5,316)

 

995,231

Social contribution loss carryforwards

154,571

 

242,606

     

65,792

     

308,398

Temporary differences

902,892

 

1,115,768

 

131,232

 

(33,645)

 

4,123

 

1,217,478

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

210,725

 

271,878

     

7,453

     

279,331

- Allowance for asset impairment losses

58,576

 

48,190

     

(980)

     

47,210

- Allowance for inventory impairment losses

29,406

 

29,638

     

1,214

     

30,852

- Allowance for gains/(losses) on financial instruments

253,985

 

363,966

 

131,232

 

34,251

     

529,449

- Accrued pension and healthcare plan (actuarial liability)

144,066

 

157,684

             

157,684

- Accrued supplies and services

67,445

 

55,072

     

3,984

     

59,056

- Allowance for doubtful debts

45,342

 

30,761

     

(1,450)

     

29,311

- Goodwill on acquisitions

23,406

 

(89,402)

     

(4,204)

 

4,130

 

(89,476)

- Unrealized exchange differences (*)

2,143

 

197,944

     

(101,277)

     

96,667

- Other

67,798

 

50,037

     

27,364

 

(7)

 

77,394

Non-current assets

1,473,739

 

2,177,079

 

131,232

 

213,989

 

(1,193)

 

2,521,107

                       

Deferred tax liabilities

                     

- Business combination

17,960

 

225,965

     

(6,161)

 

(9,080)

 

210,724

- Other

1,803

 

12,276

     

337

 

(444)

 

12,169

Non-current liabilities

19,763

 

238,241

     

(5,824)

 

(9,524)

 

222,893

                       

 

 

Parent Company

 

Opening balance

 

Movement

 

Closing balance

 

12/31/2012

 

Comprehensive income

 

Profit or loss

 

3/31/2013

Deferred tax assets

             

Income tax loss carryforwards

639,247

     

182,987

 

822,234

Social contribution loss carryforwards

231,805

     

66,205

 

298,010

Temporary differences

998,723

 

97,712

 

(31,688)

 

1,064,747

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

264,958

     

8,058

 

273,016

- Asset impairment losses

40,035

     

(966)

 

39,069

- Inventory impairment losses

29,472

     

1,214

 

30,686

- Gains/(losses) on financial instruments

191,511

 

97,712

 

34,221

 

323,444

- Actuarial liability (pension and healthcare plan)

157,802

         

157,802

- Accrued supplies and services

52,379

     

5,173

 

57,552

- Estimated losses on doubtful debts

29,752

     

(1,514)

 

28,238

- Goodwill on merger

10,031

     

(3,344)

 

6,687

- Unrealized exchange differences (*)

197,944

     

(101,277)

 

96,667

- Other

24,839

     

26,747

 

51,586

Non-current assets

1,869,775

 

97,712

 

217,504

 

2,184,991

               

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

 

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.

 

 

PAGE 52 of 108

 


 

 

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

 

1,370,791

 

1,061,149

From 1 to 2 years

 

425,737

 

413,903

From 2 to 3 years

 

464,478

 

451,930

From 3 to 5 years

 

260,101

 

258,009

 

 

2,521,107

 

2,184,991

 

 

     

 

 

Certain group companies have tax assets amounting to R$812,001  and R$266,350, related to income tax and social contribution loss carryforwards, for which no deferred taxes were set up, of which R$10,329  expire in 2013, R$739  in 2014, R$29,713  in 2015, and R$49,495  in 2025. The remaining tax assets refer to domestic companies and, therefore, are not subject to statute of limitations.

 

The undistributed profits of the Company’s foreign subsidiaries have been invested and will continue to be indefinitely invested in their operations. These undistributed profits of the Company’s foreign subsidiaries amounted to R$6,307,956  as of March 31, 2013  (R$6,307,956  as of December 31, 2012). 

 

(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

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Income tax and social contribution

             

Gain/(loss) on defined benefit pension plan

66,155

 

66,155

 

65,980

 

65,980

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

(245,932)

 

(377,164)

 

(187,452)

 

(285,164)

Exchange differences on translating foreign operations

(425,510)

 

(425,510)

 

(425,510)

 

(425,510)

 

(605,287)

 

(736,519)

 

(546,982)

 

(644,694)

 

             

 

(d)   Tax incentives

 

The Company enjoys Income Tax incentives based on the legislation in effect, such as:  Worker Food Program, the Rouanet Law (tax incentives related to cultural activities), Tax Incentives for Audiovisual Activities, and Funds for the Rights of Children and Adolescents.  As of March 31, 2013, these tax incentives total R$645  (R$3,366  as of December 31, 2012).

 

 

 

 

PAGE 53 of 108

 


 

 

10.   INVESTMENTS 

 

a)     Direct equity interests in subsidiaries and jointly controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2013

       

 

 

 

12/31/2012

 

3/31/2012

Companies

 

Number of shares

                     

 

 

             
 

held by CSN

 

%

         

Shareholders' equity

 

Profit

 

%

         

Shareholders' equity

 

Profit

 

(in units)

 

Direct equity

           

(loss)

 

Direct equity

           

(loss)

 

Common

 

Preferred

 

interest

 

Assets

 

Liabilities

   

for the period

 

interest

 

Assets

 

Liabilities

   

for the period

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VII Corp.

 

20,001,000

     

100.00

 

6,887,446

 

7,005,332

 

(117,886)

 

84,826

 

100.00

 

7,058,295

 

7,261,007

 

(202,712)

 

(2,450)

CSN Islands VIII Corp.

 

2,501,000

 

 

 

100.00

 

1,300,748

 

1,281,875

 

18,873

 

(34,862)

 

100.00

 

1,419,190

 

1,365,455

 

53,735

 

16,899

CSN Islands IX Corp.

 

3,000,000

     

100.00

 

823,802

 

821,926

 

1,876

 

3

 

100.00

 

856,329

 

854,456

 

1,873

 

(97)

CSN Islands X Corp.

 

1,000

 

 

 

100.00

 

50

 

44,815

 

(44,765)

 

461

 

100.00

 

57

 

45,283

 

(45,226)

 

981

CSN Islands XI Corp.

 

50,000

     

100.00

 

1,518,244

 

1,511,370

 

6,874

 

(22)

 

100.00

 

1,566,837

 

1,559,941

 

6,896

 

(261)

CSN Islands XII Corp.

 

1,540

 

 

 

100.00

 

1,704,318

 

2,013,651

 

(309,333)

 

(29,356)

 

100.00

 

1,763,078

 

2,043,055

 

(279,977)

 

(23,532)

Tangua Inc.

             

 

 

 

         

     

(681)

International Investment Fund

 

50,000

 

 

 

100.00

 

70

 

 

70

 

(27)

 

100.00

 

98

 

 

 

98

 

(1,094)

CSN Minerals S.L.U.

 

131,649,926  

     

100.00

 

3,626,160

 

790

 

3,625,370

 

(136,622)

 

100.00

 

3,762,487

 

495

 

3,761,992

 

212,846

CSN Export Europe, S.L.U.

 

35,924,748  

 

 

 

100.00

 

776,079

 

233

 

775,846

 

(14,057)

 

100.00

 

790,202

 

299

 

789,903

 

(14,012)

CSN Metals S.L.U.

 

256,951,582  

     

100.00

 

1,233,544

 

3,949

 

1,229,595

 

(24,717)

 

100.00

 

1,254,559

 

247

 

1,254,312

 

(14,968)

CSN Americas S.L.U.

 

151,877,946

 

 

 

100.00

 

1,640,665

 

10,046

 

1,630,619

 

(44,821)

 

100.00

 

1,688,612

 

10,383

 

1,678,229

 

45,068

CSN Steel S.L.U.

 

454,072,527  

     

100.00

 

2,253,720

 

351,055

 

1,902,665

 

(25,545)

 

100.00

 

2,337,092

 

368,325

 

1,968,767

 

(114,377)

Sepetiba Tecon S.A.

 

254,015,052

 

 

 

99.99

 

277,986

 

45,414

 

232,572

 

9,253

 

99.99

 

259,258

 

35,939

 

223,319

 

4,378

Mineração Nacional S.A.

 

999,999

     

99.99

 

1,158

 

97

 

1,061

 

7

 

99.99

 

1,151

 

97

 

1,054

 

20

Florestal Nacional S.A.

 

24,616,207

 

 

 

99.99

 

404,057

 

755,224

 

(351,167)

 

(12,947)

 

99.99

 

440,909

 

742,238

 

(301,329)

 

(15,310)

Estanho de Rondônia S.A.

 

34,236,306

     

99.99

 

49,356

 

14,519

 

34,837

 

1,081

 

99.99

 

48,986

 

15,231

 

33,755

 

935

Companhia Metalic Nordeste

 

92,293,155

 

 

 

99.99

 

166,188

 

41,747

 

124,441

 

2,056

 

99.99

 

169,282

 

46,897

 

122,385

 

262

Companhia Metalúrgica Prada

 

4,668,787

     

99.99

 

708,357

 

507,671

 

200,686

 

(21,580)

 

99.99

 

686,299

 

456,952

 

229,347

 

(34,909)

CSN Cimentos S.A.

 

3,734,582,664

 

 

 

99.99

 

1,231,265

 

103,686

 

1,127,579

 

13,417

 

99.99

 

1,237,779

 

102,523

 

1,135,256

 

(3,464)

Congonhas Minérios S.A.

 

64,610,862

     

99.99

 

2,021,588

 

2,043,019

 

(21,431)

 

623

 

99.99

 

1,984,592

 

2,006,645

 

(22,053)

 

(6,211)

CSN Energia S.A.

 

43,149

 

 

 

99.99

 

14,140

 

4,699

 

9,441

 

1,390

 

99.99

 

15,796

 

7,744

 

8,052

 

(12,397)

Transnordestina Logística S.A.

 

22,966,531

 

1,397,545

 

75.92

 

4,013,128

 

2,574,645

 

1,438,483

 

(13,663)

 

76.13

 

3,902,500

 

2,450,426

 

1,452,074

 

(9,626)

FTL - Ferrovia Transnordestina Logística S.A.

9,999

 

 

 

99.99

 

10

 

 

 

10

 

 

 

99.99

 

10

 

 

 

10

 

 

Jointly Controlled Entities

                                               

Nacional Minérios S.A.

 

285,040,443

 

 

 

60.00

 

9,141,758

 

1,220,973

 

7,920,785

 

119,095

 

60.00

 

9,118,928

 

1,317,238

 

7,801,690

 

120,863

Itá Energética S.A.

 

253,606,842

     

48.75

 

351,157

 

22,773

 

328,384

 

(1,420)

 

48.75

 

375,370

 

45,566

 

329,804

 

10,742

MRS Logística S.A.

 

52,414,154

 

40,301,916

 

27.27

 

1,688,169

 

986,847

 

701,322

 

17,081

 

27.27

 

1,712,266

 

1,026,680

 

685,586

 

26,901

CBSI - Companhia Brasileira de Serviços de Infraestrutura

1,876,146

     

50.00

 

14,071

 

12,408

 

1,663

 

(237)

 

50.00

 

14,635

 

12,747

 

1,888

 

(6)

CGPAR - Construção Pesada S.A.

500

 

 

 

50.00

 

40,652

 

38,338

 

2,314

 

1,384

 

50.00

 

37,599

 

36,669

 

930

 

 

Associates

                                               

Arvedi Metalfer do Brasil

 

15,406,408

 

 

 

20.00

 

26,843

 

14,054

 

12,789

 

(189)

 

20.00

 

22,718

 

9,740

 

12,977

 

 

 

 

The number of shares, the balances of assets, liabilities and shareholders' equity, and the amounts of profit or loss for the period refer to the equity interests held by CSN in those companies.

 

b)     Changes in investments in associates, subsidiaries and jointly controlled entities

 

     

Parent Company

 

3/31/2013

 

12/31/2012

Opening balance of investments

23,356,506

 

22,573,890

Opening balance of impairment loss allowance

(851,298)

 

(476,463)

Capital increase/acquisition of shares

   

649,496

Capital reduction

   

(1,855,208)

Dividends

419

 

(585,675)

Share of profits (losses) of investees

(112,473)

 

1,331,593

Comprehensive income (*)

(395,801)

 

867,905

Other

70

 

(330)

Closing balance of investments

22,842,004

 

23,356,506

Closing balance of impairment loss allowance

(844,581)

 

(851,298)

       

 

(*) Refers to the mark-to-market of investments classified as available-for-sale and the translation into the presentation currency, and, as described in Note 9.f).  

 

PAGE 54 of 108

 


 

 

 

c)     Additional information on the main operating subsidiaries

 

·       SEPETIBA 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 network, the concession of which is granted to MRS Logística. 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.

 

Sepetiba 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 - 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.

 

·       CIA. METALIC NORDESTE

 

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

 

Steel containers

 

Companhia Metalúrgica Prada (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 at March 31, 2013 , Companhia Metalúrgica 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’s Distribution unit is 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

 

 

PAGE 55 of 108

 


 

 

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.

 

At the beginning of 2011, CSN Cimentos started manufacturing clinker in its Arcos plant, in Minas Gerais. This unit was sold to CSN in January 2012 and became a Company branch.

 

·       CSN ENERGIA

 

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.

 

·         TRANSNORDESTINA LOGÍSTICA

 

It is primarily engaged in the operation and development of the railroad freight transportation public service in the Northeast of Brazil network.

 

As of March 31, 2013 CSN held 75.92% of Transnordestina Logística’s share capital.

 

d)     Investments in jointly controlled entities

 

The balances in the balance sheet and the statement of operations whose entities is shared are shown below:

   

 

 

 

 

 

 

 

 

3/31/2013

         

 

     

12/31/2012

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

Balance sheet

 

                                     

Current assets

 

5,718,795

 

53,875

 

760,102

 

23,783

 

42,596

 

5,654,420

 

89,370

 

931,922

 

25,383

 

42,676

Non-current assets

 

9,482,851

 

666,447

 

5,430,606

 

4,358

 

38,707

 

9,513,580

 

680,621

 

5,347,154

 

3,887

 

32,522

Long-term receivables

 

8,260,655

 

34,202

 

426,831

 

2

 

5

 

8,296,673

 

39,771

 

440,545

     

246

Investments, PP&E and intangible assets

 

1,222,196

 

632,245

 

5,003,775

 

4,356

 

38,702

 

1,216,907

 

640,850

 

4,906,609

 

3,887

 

32,276

TOTAL ASSETS

 

15,201,646

 

720,322

 

6,190,708

 

28,141

 

81,303

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

                                         

Current liabilities

 

1,735,245

 

40,738

 

990,940

 

16,093

 

33,511

 

1,889,429

 

87,658

 

1,209,841

 

16,131

 

58,524

Non-current liabilities

 

350,511

 

5,975

 

2,627,941

 

8,723

 

43,164

 

355,401

 

5,812

 

2,555,114

 

9,364

 

14,814

Shareholders’ equity

 

13,115,890

 

673,609

 

2,571,827

 

3,325

 

4,628

 

12,923,170

 

676,521

 

2,514,121

 

3,775

 

1,860

Total liabilities and shareholders' equity

15,201,646

 

720,322

 

6,190,708

 

28,141

 

81,303

 

15,168,000

 

769,991

 

6,279,076

 

29,270

 

75,198

                                         
                   

3/31/2013

         

3/31/2012

       

 

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

 

CBSI

 

CGPAR

 

Nacional Minérios (*)

 

Itá Energética

 

MRS Logística

       

Equity interest (%)

 

60.00%

 

48.75%

 

27.27%

 

50.00%

 

50.00%

 

60.00%

 

48.75%

 

27.27%

       

Statement of operations

 

                                     

Net revenue

 

484,621

 

28,712

 

630,885

 

22,024

 

26,419

 

798,717

 

63,417

 

705,374

       

Cost of sales and services

 

(285,348)

 

(20,463)

 

(452,884)

 

(21,168)

 

(22,293)

 

(668,129)

 

(16,644)

 

(475,026)

       

Gross profit

 

199,273

 

8,249

 

178,001

 

856

 

4,127

 

130,588

 

46,773

 

230,348

       

Operating (expenses) income

 

(52,561)

 

(10,868)

 

(50,214)

 

(1,250)

 

(9)

 

(101,582)

 

(12,513)

 

(56,174)

       

Finance income (costs), net

 

214,563

 

151

 

(28,628)

 

51

 

68

 

278,800

 

(883)

 

(28,499)

       

Income before income tax and social contribution

361,275

 

(2,468)

 

99,159

 

(343)

 

4,185

 

307,806

 

33,377

 

145,675

       

Current and deferred income tax and social contribution

(168,554)

 

(444)

 

(36,521)

 

(131)

 

(1,417)

 

(116,021)

 

(11,342)

 

(47,025)

       

Profit for the period

 

192,721

 

(2,912)

 

62,638

 

(474)

 

2,768

 

191,785

 

22,035

 

98,650

       
                                         

 

(*) 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 – NAMISA

 

 

PAGE 56 of 108

 


 

 

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 the sale of its products. Its major operations are carried out in the cities of Congonhas, Ouro Preto, Itabirito and Rio Acima, in the State of Minas Gerais, and in Itaguaí, in the State of Rio de Janeiro.

 

CSN holds 60% of Namisa’s share capital.

 

·       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

 

This subsidiary, located in Rio de Janeiro, RJ, is engaged in providing public railroad freight transportation services, on the basis of an onerous concession agreement, on the tracks of the Southeast Network, 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 March 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.

 

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 March 31, 2013 is R$30,293 (R$30,584 as of December 31, 2012) and the amount of the expense as of March 31, 2013 is R$1,316 (R$1,270 as of March 31, 2012).

 

·       CBSI - COMPANHIA BRASILEIRA DE SERVIÇOS DE INFRAESTRUTURA

 

In December 2011, CSN subscribed to 1,876,146 common shares, corresponding to 50% of the capital of CBSI - Companhia Brasileira de Serviços de Infraestrutura (“CBSI”). 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.   

 

 

 

 

PAGE 57 of 108

 


 

 

·       CGPAR CONSTRUÇÃO PESADA S.A.

 

On July 18, 2012 CSN subscribed 50,000 common shares, corresponding to 50% of the capital of CGPAR CONSTRUÇÃO PESADA S.A. (“CGPAR”), totaling R$50,000. This subscription is the result of a joint venture formed by CSN and GPA Construção Pesada e Mineração Ltda. Based in the city of Belo Horizonte, MG, CGPAR is mainly engaged in the provision of services related to the support to the extraction of iron ore, earth leveling, earthmoving, and dam construction.

 

e)     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 the company Stahlwerk Thüringen Gmbh, as mentioned in note 4. 

 

Stahlwerk Thüringen Gmbh 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 

 

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.

 

f)      Other investments

 

·       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 9.40% of Panatlântica’s total share capital.

 

·       USIMINAS 

 

Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations. USIMINAS produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, 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 March 31, 2013, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of Usiminas' share capital.

 

PAGE 58 of 108

 


 

 

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

 

 

·       ARVEDI METALFER DO BRASIL

 

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

 

The breakdown of consolidated investments is as follows:

 

 

 

 

 

 

Consolidated

 

3/31/2013

 

12/31/2012

 

1/1/2012

Nacional Minérios S.A.

7,920,785

 

7,801,690

 

7,303,836

MRS Logística S.A.

701,322

 

685,586

 

626,915

CBSI - Companhia Brasileira de Serviços de Infraestrutura

1,663

 

1,888

 

1,876

Arvedi Metalfer do Brasil

12,789

 

12,977

   

Panatlântica

13,792

 

12,965

 

12,030

Usiminas

1,936,369

 

2,323,172

 

2,077,277

Outros

1,512

 

1,509

 

(4,478)

 

10,588,232

 

10,839,787

 

10,017,456

           

 

 

 

 

 

PAGE 59 of 108

 


 

 

11.   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 24 and 31)

               

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

(1,757)

 

(6,015)

 

(24,703)

 

(122)

 

(157)

 

(183)

 

(32,937)

Acquisitions

   

372

 

55,521

 

752

 

379,647

 

4,150

 

440,442

Capitalized interest (Notes 24 and 31)

               

116,774

     

116,774

Write-offs

       

(1,808)

     

(370)

 

346

 

(1,832)

Depreciation

   

(14,270)

 

(261,976)

 

(1,594)

     

(7,917)

 

(285,757)

Estimated losses on disposal of assets

                   

(3,890)

 

(3,890)

Transfers to other asset categories

   

9,449

 

238,981

 

246

 

(249,612)

 

936

   

Transfers to intangible assets

       

(247)

             

(247)

Other

       

(32,912)

     

150,837

 

20,467

 

138,392

Balance at March 31, 2013

183,282

 

1,517,768

 

7,189,834

 

33,544

 

9,589,488

 

376,093

 

18,890,009

Cost

183,282

 

1,830,890

 

11,566,859

 

145,859

 

9,589,488

 

708,623

 

24,025,001

Accumulated depreciation

   

(313,122)

 

(4,377,025)

 

(112,315)

     

(332,530)

 

(5,134,992)

Balance at March 31, 2013

183,282

 

1,517,768

 

7,189,834

 

33,544

 

9,589,488

 

376,093

 

18,890,009

                           

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

Land

 

Buildings

 

Machinery, equipment and facilities

 

Furniture and fixtures

 

Construction in progress

 

Other (*)

 

Total

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

   

372

 

47,098

 

684

 

229,298

 

2,377

 

279,829

Capitalized interest (Notes 24 and 31)

               

71,320

     

71,320

Depreciation

   

(7,650)

 

(223,524)

 

(1,170)

     

(3,076)

 

(235,420)

Transfers to other asset categories

   

9,345

 

237,124

 

192

 

(247,116)

 

455

   

Transfers to intangible assets

       

(247)

             

(247)

Other

       

(37,565)

     

121,503

 

20,885

 

104,823

Balance at March 31, 2013

105,342

 

937,200

 

5,842,413

 

26,803

 

4,761,406

 

183,323

 

11,856,487

Cost

105,342

 

1,076,995

 

9,296,545

 

126,811

 

4,761,406

 

283,310

 

15,650,409

Accumulated depreciation

   

(139,795)

 

(3,454,132)

 

(100,008)

     

(99,987)

 

(3,793,922)

Balance at March 31, 2013

105,342

 

937,200

 

5,842,413

 

26,803

 

4,761,406

 

183,323

 

11,856,487

                           
                           
 

PAGE 60 of 108

 


 

 

(*) In consolidated, refer basically to railway assets, such as yards, tracks and railway sleepers. In Company, it also includes leasehold improvements, vehicles, hardware, mines and fields and replacement storeroom supplies.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Project objective

 

Start date

 

Scheduled

completion

 

3/31/2013

 

12/31/2012

 

1/1/2012

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

 

4,855,701

 

4,642,102

 

3,489,871

 

 

Current investments for maintenance of current operations.

 

       

59,740

 

37,589

 

15,479

               

4,915,441

 

4,679,691

 

3,505,350

Mining

 

 

 

                 
   

Expansion of Casa de Pedra Mine capacity production to 42 Mtpa.

 

2007

 

2015

(1)

1,498,252

 

1,613,130

 

1,322,433

 

 

Expansion of TECAR to permit an annual exportation of 60 Mtpa.

 

2009

 

2016

 

708,659

 

714,986

 

425,134

   

Current investments for maintenance of current operations.

         

33,204

 

29,947

 

50,901

 

 

 

 

       

2,240,115

 

2,358,063

 

1,798,468

Steel

                       

 

 

Implementation of the long steel mill in the states of Rio de Janeiro, Minas Gerais and São Paulo for production of rebar and wire rod.

 

2008

 

2013

(2)

1,592,747

 

1,460,694

 

907,521

   

Current investments for maintenance of current operations.

         

449,855

 

416,855

 

256,718

 

 

 

 

       

2,042,602

 

1,877,549

 

1,164,239

Cement

                       

 

 

Construction of cement plants in the Northeast, South, and in Arcos, MG.

 

2011

 

2014/2015

(3)

353,660

 

241,412

 

132,986

   

Construction of clinker plant in Arcos, MG

 

2007

 

2013

(4)

11,452

 

10,109

 

27,536

 

 

Current investments for maintenance of current operations.

 

       

26,218

 

25,545

 

4,751

               

391,330

 

277,066

 

165,273

Total construction in progress

 

       

9,589,488

 

9,192,369

 

6,633,330

                         

 

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

(2)   Expected date for completion of the Rio de Janeiro unit

(3)   Expected date for completion of new grinding mills in Arcos, MG

(4)   Expected date for completion of construction works: first half of 2013.

 

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$10,404  as of March 31, 2013 (R$83,715  as of March 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 2012 management performed the review for all the Company’s units. As a result, the estimated useful lives for the current year are as follows:

 

 

 

PAGE 61 of 108

 


 

 

 

 

Consolidated

 

Parent Company

Buildings

46

 

45

Machinery, equipment and facilities

14

 

12

Furniture and fixtures

11

 

10

Other

30

 

12

 

 

a)             As of March 31, 2013, the Company capitalized borrowing costs amounting to R$116,774 (R$102,526 as of March 31, 2012) in consolidated and R$71,320 (R$67,011 as of March 31, 2012) in Company. These costs are basically estimated for mining, cement, long steel and Transnordestina projects, mainly relating to: (i) Casa de Pedra Mine expansion; (ii) construction of the cement plant in Volta Redonda, RJ, and the clinker plant in the city of Arcos, MG; (iii) construction of the long steel mill in the city of Volta Redonda, RJ; and (iv) extension of Transnordestina railroad, which will connect the countryside of the northeast region to the Suape, State of Pernambuco, and Pecém, State of Ceará, ports (See notes 24 and 31).

 

The rates used to capitalize borrowing costs are as follows:

 

Rates

 

3/31/2013

 

12/31/2012

Specific projects

 

TJLP + 1.3% to 3.2%

 

TJLP + 1.3% to 3.2%

 

UM006 + 2.7%

 

UM006 + 2.7%

Non-specific projects

 

7.06%

 

8.47%

 

 

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

 

     

Consolidated

     

Parent Company

 

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Production cost

281,055

 

245,899

 

226,190

 

215,107

Selling expenses

2,072

 

1,988

 

1,618

 

1,519

General and administrative expenses

4,109

 

3,557

 

2,022

 

1,977

 

287,236

 

251,444

 

229,830

 

218,603

Other operating expenses (*)

7,037

 

3,219

 

6,785

 

2,982

 

294,273

 

254,663

 

236,615

 

221,585

               

(*) Refers to the depreciation of unused equipment (see note 23).

 

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

                                                                                                                                                                   

As of March 31, 2013 the net property, plant and equipment of Casa de Pedra was R$2,916,592 (R$2,892,120 as of December 31, 2012), represented mainly by construction in progress amounting to R$1,501,399 (R$1,612,000 as of December 31, 2012).

 

 

 

 

 

 

PAGE 62 of 108

 


 

 

12.   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

           

Accumulated amortization

(150,004)

 

 

 

(26,523)

 

 

 

(176,527)

 

 

 

 

 

 

Adjustment for accumulated recoverable value

(60,861) 

             

(60,861)

           

Balance at January 1, 2012

220,308

 

 

 

9,730

 

941

 

230,979

 

 

 

 

 

 

Effect of foreign exchange differences

   

30,501  

 

104

 

14,043

 

44,648

           

Acquisitions through business combination (*)

235,595

 

316,939

 

 

 

77,232

 

629,766

 

 

 

 

 

 

Acquisitions and expenditures

       

916

 

472

 

1,388

           

Disposals

 

 

 

 

 

 

(564)

 

(564)

 

 

 

 

 

 

Transfer of property, plant and equipment

       

3,861  

     

3,861

           

Amortization

 

 

 

 

(5,442)

 

 

 

(5,442)

 

 

 

 

 

 

Other movements

       

225

     

225

           

Balance at December 31, 2012

455,903

 

347,440

 

9,394

 

92,124

 

904,861

 

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

   

(14,061) 

 

(45)

 

(3,763)

 

(17,869)

         

Acquisitions through business combination

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions and expenditures

       

30

     

30

     

12

 

12

Transfer of property, plant and equipment

 

 

 

 

247  

 

 

 

247

 

 

 

247

 

247

Amortization

   

(7,026)

 

(1,490)

     

(8,516)

     

(1,195)

 

(1,195)

Other movements

 

 

 

 

22

 

 

 

22

 

 

 

 

 

Balance at March 31, 2013

455,903

 

326,353

 

8,158

 

88,361

 

878,775

 

13,091

 

5,641

 

18,732

Cost

666,768

 

333,248

 

64,388

 

88,361

 

1,152,765

 

14,135

 

27,046

 

41,181

Accumulated amortization

(150,004)

 

(6,895)

 

(56,230)

     

(213,129)

 

(1,044)

 

(21,405)

 

(22,449)

Adjustment for accumulated recoverable value

(60,861) 

 

 

 

 

 

 

 

(60,861)

 

 

 

 

 

Balance at March 31, 2013

455,903

 

326,353

 

8,158

 

88,361

 

878,775

 

13,091

 

5,641

 

18,732

 

 

(*) 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 one to five years and of other intangible assets is 13 to 30 years.

 

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

 

Goodwill on investments

 

Balance at 3/31/2013

 

Investor

Flat steel

 

13,091

 

CSN

Subtotal Parent Company

 

13,091

   

Containers (*)

 

207,217

 

CSN

Long steel

 

235,595

 

CSN Steel S.L.

Total consolidated

 

455,903

 

 

         

 

(*) Goodwill of the cash-generating unit (CGU) Containers is presented net of impairment losses.

 

 

 

 

 

 

PAGE 63 of 108

 


 

 

 

13.   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

 

Rates p.a. (%)

 

Current liabilities

 

Non-current liabilities

   

3/31/2013

 

12/31/2012

 

'1/1/2012

 

3/31/2013

 

12/31/2012

 

'1/1/2012

 

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepayment

1% to 3.50%

 

149,641

 

162,290

 

381,333

 

1,575,680

 

1,104,271

 

573,388

 

1% to 3.50%

 

149,641

 

162,290

 

1,575,680

 

1,104,271

Prepayment

3.51% to 3.50%

 

3,251

 

8,954

 

148,597

 

372,553

 

878,705

 

1,281,171

 

3.51% to 7.50%

 

94,075

 

121,962

 

2,546,648

 

3,105,474

Perpetual bonds

7.00%

 

2,741

 

2,781

 

2,553

 

2,013,800

 

2,043,500

 

1,875,800

                   

Fixed rate notes

6.5% to 10%

 

1,188,571

 

1,265,330

 

119,030

 

4,732,430

 

4,802,225

 

5,064,660

 

4.14% to 9.13%

 

1,331,436

 

1,422,531

 

2,091,956

 

2,122,809

Financed imports

6.01% to 3.50%

 

5,396

 

6,813

 

6,515

         

5,758

 

6.01% to 8.00%

 

5,396

 

6,813

       

CCB

1.54%

 

 

 

 

 

176,440

 

 

 

 

 

 

 

1.54%

 

 

 

 

 

 

 

 

BNDES/FINAME

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

 

31,917

 

32,395

 

25,903

 

2,641

 

10,755

 

36,750

 

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

 

29,265

 

29,703

 

2,424

 

9,863

Intercompany

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6M Libor + 2.25 and 3.9961%

 

624,574

 

91,505

 

93,818

 

634,124

Other

1.40% to 8.00% and CDI + 1.2%

 

5,259

 

9,860

 

89,931

 

393,385

 

409,337

 

81,629

                   

 

 

 

1,386,776

 

1,488,423

 

950,302

 

9,090,489

 

9,248,793

 

8,919,156

 

 

 

2,234,387

 

1,834,804

 

6,310,526

 

6,976,541

LOCAL CURRENCY

                                             

BNDES/FINAME

TJLP + 1.5% to 5%

 

312,842

 

346,623

 

377,867

 

1,501,411

 

1,535,255

 

1,359,263

 

TJLP + 1.5% to 3.2%

 

235,102

 

253,852

 

811,073

 

835,513

Debentures

103.6% to 110.8% CDI and 1% + TJLP

 

674,370

 

128,239

 

656,334

 

3,926,497

 

4,436,892

 

2,733,014

 

103.6% and 110.8% CDI

587,877

 

46,355

 

2,182,500

 

2,715,000

Prepayment

104.8%, 109.5% and 111% CDI

253,863

 

163,812

 

536,870

 

5,145,000

 

4,800,000

 

4,466,667

 

104.8% and 109.5 % CDI

201,680

 

147,713

 

3,145,000

 

2,800,000

CCB

112.5% CDI

 

57,828

 

62,072

 

101,280

 

7,200,000

 

7,200,000

 

7,200,000

 

112.5% CDI

 

57,828

 

62,072

 

7,200,000

 

7,200,000

Intercompany

 

 

 

 

 

 

 

 

 

 

 

 

 

 

110.79% CDI

 

383,417

 

302,299

 

1,023,596

 

1,077,420

Other

   

10,917

 

10,983

 

8,277

 

15,422

 

16,581

 

18,987

     

2,008

 

1,986

 

4,020

 

3,973

 

 

 

1,309,820

 

711,729

 

1,680,628

 

17,788,330

 

17,988,728

 

15,777,931

 

 

 

1,467,912

 

814,277

 

14,366,189

 

14,631,906

Total borrowings and financing

   

2,696,596

 

2,200,152

 

2,630,930

 

26,878,819

 

27,237,521

 

24,697,087

     

3,702,299

 

2,649,081

 

20,676,715

 

21,608,447

Transaction costs and issue premiums

 

 

(30,597) 

 

(31,030)

 

(32,885)

 

(94,357)

 

(101,939)

 

(145,445)

 

 

 

(27,281)

 

(27,578)

 

(83,361)

 

(89,958)

Total borrowings and financing + transaction costs

   

2,665,999

 

2,169,122

 

2,598,045

 

26,784,462

 

27,135,582

 

24,551,642

     

3,675,018

 

2,621,503

 

20,593,354

 

21,518,489

 

 

The balances of prepaid intercompany borrowings related to the Company total R$2,264,919  as of March 31, 2013 (R$2,339,776  as of December 31, 2012) and the balances of Fixed Rate Notes and Intercompany Bonds total R$3,423,392  (R$3,545,340  as of December 31, 2012), see note 19.

 

·       Funding transaction costs

 

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

 

   

Consolidated

 

Parent Company

 

 

 

 

   

Current

 

Non-current

 

Circulante

 

Non-current

 

TJ (1)

 

TIR (²)

             

Fixed rate notes

 

1,465

 

460

 

526

 

1,432

 

6.5% to 10%

 

6.75% to 10.7%

BNDES

 

1,869

 

5,184

 

1,639

 

2,822

 

1.3% to 3.2%

 

1.44% to 9.75%

Prepayment

 

8,059

 

12,354

 

6,707

 

6,058

 

109.50% and 110.79% CDI

 

10.08% to 12.44%

Prepayment

 

908

 

2,742

 

509

 

1,747

 

2.37% and 3.24%

 

2.68% to 4.04%

CCB

 

17,472

 

67,938

 

17,472

 

67,938

 

112.5% CDI

 

11.33% to 14.82%

Other

 

824

 

5,679

 

428

 

3,364

 

105.8% and 110.8% CDI

 

12.59% and 13.27%

 

 

30,597

 

94,357

 

27,281

 

83,361

 

 

 

 

                         

 

 

(1)           TJ – Annual interest rate contracted

(2)           TIR – Annual internal rate of return

 

 

 

PAGE 64 of 108

 


 

 

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

 

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

 

   

 

 

Consolidated

 

 

 

Parent Company

2014

 

2,240,358

 

8%

 

2,218,500

 

11%

2015

 

3,759,437

 

14%

 

3,764,296

 

18%

2016

 

3,403,989

 

13%

 

2,940,886

 

14%

2017

 

3,394,528

 

13%

 

2,716,996

 

13%

2018

 

3,614,378

 

13%

 

2,740,722

 

13%

After 2018

 

8,452,329

 

31%

 

6,295,315

 

31%

Perpetual bonds

 

2,013,800

 

8%

       

 

 

26,878,819

 

100%

 

20,676,715

 

100%

 

 

 

 

 

 

 

 

 

 

·       Amortizations and new borrowings, financing and debentures

 

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

 

       

Consolidated

     

Parent Company

 

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Opening balance

 

29,304,704

 

27,149,687

 

24,139,992

 

23,335,636

Funding

 

349,329

 

3,510,834

 

350,078

 

2,712,471

Amortization

 

(615,410)

 

(4,539,026)

 

(446,349)

 

(4,713,335)

Other (*)

 

411,838

 

3,183,209

 

224,651

 

2,805,220

Closing balance

 

29,450,461

 

29,304,704

 

24,268,372

 

24,139,992

                 

 

 

(*) Includes foreign exchange differences and inflation adjustments.

 

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 March 31, 2013.

 

In February 2013, the Company contracted an Export Credit Note amounting to R$100,000 from Banco Bradesco, which will mature in February 2016. This NCE (export credit note) bears interest equivalent to 8% per year released and interest will be paid on a semiannual basis, in February and August.

 

In February 2013, the Company contracted an Export Credit Note amounting to R$45,000 from Banco HSBC, which will mature in February 2016. This NCE (export credit note) bears interest equivalent to 8% per year released and interest will be paid on a semiannual basis, in February and August.

 

In March 2013, the Company contracted an Export Credit Note amounting to R$200,000 billion from Banco do Brasil, which will mature in March 2016. This NCE (export credit note) bears interest equivalent to 7.995% per year released and interest will be paid on a semiannual basis, in March and September.

 

 

 

PAGE 65 of 108

 


 

 

·       Debentures 

 

i. Companhia Siderúrgica Nacional

 

Fifth issue

 

In July 2011 the Company issued 115 nonconvertible, unsecured debentures, in single series, with a unit face value of R$10,000 totaling R$1,150,000 that pay interest equivalent to 110.80% of the CDI Cetip rate per year, and mature in July 2019, with early redemption option.

 

Sixth 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.

 

ii. Transnordestina Logística

 

In March 2010 Transnordestina Logística S.A. obtained approval from the Northeast Development Fund – FDNE for its 1st Private Issue of convertible debentures, consisting of eight series in the total amount of R$2,672,400. The first, third, and fourth series refer to funds to be invested in the Missão Velha – Salgueiro – Trindade and Salgueiro – Porto de Suape module, which also includes the investments in the Suape Port, and the reconstruction of the Cabo to Porto Real de Colégio railroad section. The second, fifth and sixth series refer to funds to be invested in the Eliseu Martins – Trindade module. The seventh and eighth series refer to funds to be invested in the Missão Velha – Pecém module, which also includes the investments in the Pecém Port.

 

   

Number  

 

Unit

             

Balance (R$)

Series

 

Issued

 

face value

 

Issue

 

Maturity

 

Charges

 

3/31/2013

1st

 

336,647,184

 

R$ 1.00

 

3/09/2010

 

10/03/27

 

TJLP + 0.85% p.a

 

336,647

2nd

 

350,270,386

 

R$ 1.00

 

11/25/2010

 

10/03/27

 

TJLP + 0.85% p.a

 

350,270

3rd

 

338,035,512

 

R$ 1.00

 

12/01/2010

 

10/03/27

 

TJLP + 0.85% p.a

 

338,036

4th

 

468,293,037

 

R$ 1.00

 

10/04/2011

 

10/03/27

 

TJLP + 0.85% p.a

 

468,293

5th

 

121,859,549

 

R$ 1.00

 

9/21/2012

 

10/03/27

 

TJLP + 0.85% p.a

 

121,860

 

 

·       Guarantees provided

 

Guarantees provided for the borrowings comprise property, plant and equipment items and sureties, as shown in the table below, and do not include guarantees provided for subsidiaries and jointly controlled entities.

 

   

3/31/2013

 

12/31/2012

'Property, plant and equipment

 

10,803

 

12,233

   

10,803

 

12,233

         

 

 

 

PAGE 66 of 108

 


 

 

14.   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

     

 

 

3/31/2013

 

 

 

12/31/2012

 

 

 

'1/1/2012

 

Note

 

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

 

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

 

 

 

 

 

11,332,139

 

 

 

11,332,139

 

 

 

 

 

11,891,821

 

 

 

11,891,821

 

 

 

 

 

13,440,690

 

 

 

13,440,690

Trade receivables, net

 

6

 

 

 

 

 

1,505,989

 

 

 

1,505,989

 

 

 

 

 

1,646,090

 

 

 

1,646,090

 

 

 

 

 

1,443,916

 

 

 

1,443,916

Guarantee margin on financial instruments

 

8 and 14

 

 

 

218,911

 

 

 

218,911

 

 

 

 

 

426,328

 

 

 

426,328

 

 

 

 

 

407,467

 

 

 

407,467

Derivative financial instruments

 

8 and 14

 

154,501

         

154,501

     

239,266

         

239,266

 

   

53,045

         

53,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

                     

                 

 

               

Other trade receivables

 

8

 

 

 

 

 

7,165

 

 

 

7,165

 

 

 

 

 

8,983

 

 

 

8,983

 

 

 

 

 

10,043

 

 

 

10,043

Investments

     

1,950,161

             

1,950,161

 

2,336,137

             

2,336,137

 

2,089,307

             

2,089,307

Derivative financial instruments

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

374,455

 

 

 

 

 

374,455

Short-term investments

             

118,648

     

118,648

         

116,753

     

116,753

         

139,679

     

139,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

                     

                 

                 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

13

             

2,696,596

 

2,696,596

             

2,200,152

 

2,200,152

             

2,630,930

 

2,630,930

Derivative financial instruments

 

14 and 15

 

145,176

 

 

 

 

 

145,176

 

 

 

244,333

 

 

 

 

 

244,333

 

 

 

2,971

 

 

 

 

 

2,971

Trade payables

                 

1,827,730

 

1,827,730

             

2,025,461

 

2,025,461

             

1,102,600

 

1,102,600

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

13

             

26,878,819

 

26,878,819

             

27,237,521

 

27,237,521

             

24,697,087

 

24,697,087

Derivative financial instruments

 

14 and 15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

373,430

 

 

 

 

 

373,430

 

 

·           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.

 

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

 

 

Consolidated

 

 

 

 

 

 

 

3/31/2013

 

 

 

 

 

 

 

12/31/2012

 

 

 

 

 

 

 

'1/1/2012

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

 

Level 1

 

Level 2

 

Level 3

 

Balances

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                                               

Derivative financial instruments

 

 

 

154,501

 

 

 

154,501

 

 

 

239,266

 

 

 

239,266

 

 

 

53,045

 

 

 

53,045

Non-current assets

                                               

Investments

 

1,950,161

 

 

 

 

 

1,950,161

 

2,336,137

 

 

 

 

 

2,336,137

 

2,089,307

 

 

 

 

 

2,089,307

Derivative financial instruments

     

     

     

     

     

374,455

     

374,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

                                               

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

     

145,176

     

145,176

     

244,333

     

244,333

     

2,971

     

2,971

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative financial instruments

                                     

373,430

     

373,430

 

 

 

PAGE 67 of 108

 


 

 

 

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.

 

Beginning this date, pursuant to a Company's policy, gains arising from the positive variation of the quotation of shares during the second six month-period ended December 31, 2012 amounting to R$730,812, net of income tax and social contribution, were recognized in other comprehensive income. Losses resulting from share depreciations in first quarter ended March 31, 2013, amounting to R$255,290, have also been accounted for in other comprehensive income as this line item records positive balances. The positive balance totals R$475,523.

 

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.

 

 

 

PAGE 68 of 108

 


 

 

The estimated fair values of consolidated long-term borrowings and financing were calculated at prevailing market rates, taking into consideration the nature, terms and risks similar to those of the recorded contracts, as compared below:

 

 

 

 

3/31/2013

 

 

 

12/31/2012

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

2,016,541

 

2,051,907

 

2,046,281

 

2,102,366

Fixed rate notes

5,921,001

 

6,601,998

 

6,067,555

 

6,811,081

 

IV            Financial risk management policy

 

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

  

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

 

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

 

·         Liquidity risk

 

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 13.

 

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

 

 

 

 

 

 

 

 

 

 

Consolidated

At March 31, 2013

Less than one year

 

From one to two years

 

From two to five years

 

Over five years

 

Total

Borrowings, financing and debentures

2,696,596

 

5,999,795

 

10,412,895

 

10,466,129

 

29,575,415

Derivative financial instruments

145,176

             

145,176

Trade payables

1,827,730

             

1,827,730

 

                 

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

 

                 

At January 1, 2012

                 

Borrowings, financing and debentures

2,630,930

 

2,148,416

 

6,403,430

 

16,145,241

 

27,328,017

Derivative financial instruments

2,971

 

373,430

         

376,401

Trade payables

1,102,600

             

1,102,600

 

 

 

PAGE 69 of 108

 


 

 

·         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.

 

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;

 

The consolidated net exposure as of March 31, 2013 is as follows.

 

 

 

 

 

3/31/2013

Foreign Exchange Exposure

 

(Amounts in US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

 

5,086,931

 

3,969

Derivative guarantee margin

 

100,336

   

Trade receivables

 

216,551

 

35,489

Intercompany borrowings

 

156,522

 

80,422

Advances to suppliers

 

57,259

 

715

Other assets

 

181

 

39,895

Total assets

 

5,617,780

 

160,490

Borrowings and financing

 

(4,992,905)

 

(119,711)

Trade payables

 

(238,573)

 

(2,448)

Other liabilities

 

(25,406)

 

(12,871)

Intercompany borrowings

 

(34,527)

   

Total liabilities

 

(5,291,411)

 

(135,030)

Gross exposure

 

326,369

 

25,460

Notional amount of derivatives contracted

 

10,000

 

(180,000)

Net exposure

 

336,369

 

(154,540)

         
 

PAGE 70 of 108

 


 

 

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.

 

As of March 31, 2013, the Company had a long position in exchange swap of US$10,000,000 (US$10,000 as of December 31, 2011) where we received, in the long position, exchange rate change plus 3.5% per year on average (in 2012, exchange rate change plus 3.5% per year), and paid 100% of CDI, in the short position of the exchange swap contract.

 

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

 

 

·         US dollar-to-real exchange swap

 

       

 

 

 

 

 

 

3/31/2013

 

 

 

 

 

 

 

12/31/2012

 

 

 

 

 

 

 

1/1/2012

       

 

 

Appreciation (R$)

 

Fair value (market)

 

 

 

Appreciation (R$)

 

Fair value (market)

 

 

 

Appreciation (R$)

 

Fair value (market)

Counterparties

 

Transaction maturity

 

Notional amount (US$’000)

 

Asset position

 

Liability position

 

Amount receivable

 

Notional amount (US$’000)

 

Asset position

 

Liability position

 

Amount receivable

 

Notional amount (US$’000)

 

Asset position

 

Liability position

 

Amount receivable

Santander

 

1/02/2015

 

10,000

 

22,392

 

(21,284)

 

1,108

 

10,000

 

22,686

 

(20,946)

 

1,740

 

10,000

 

19,329

 

(19,321)

 

8

Goldman Sachs

 

1/02/2015

                                 

190,000

 

371,174

 

(352,514)

 

18,660

HSBC

 

4/12/2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

93,000

 

176,930

 

(162,537)

 

14,393

       

10,000

 

22,392

 

(21,284)

 

1,108

 

10,000

 

22,686

 

(20,946)

 

1,740

 

293,000

 

567,433

 

(534,372)

 

33,061

 

 

The position of outstanding transactions was recorded in the Company’s assets and totals R$1,108  as of March 31, 2013 (R$1,740 in assets as of December 31, 2012) and its effects are recognized in the Company’s finance income (costs) as loss totaling R$633  as of March 31, 2013 (loss of R$11,532  as of March 31, 2012) (see note 24). 

 

·         Real-to-US dollar exchange swap

 

       

 

 

 

 

1/1/2012

       

Appreciation (R$)

 

Fair value (market)

Counterparties

 

Notional amount (US$)

 

Asset position

 

Liability position

 

Amount (payable)

Goldman Sachs

 

(70,000)

 

130,266

 

(130,787)

 

(521)

Santander

 

(30,000)

 

55,704

 

(56,030)

 

(326)

 

 

(100,000)

 

185,970

 

(186,817)

 

(847)

                 

 

 

 

 

PAGE 71 of 108

 


 

 

·         Euro-to-US dollar exchange swap

 

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.

 

 

As of March 31, 2013, the consolidated position of these contracts was as follows:

 

           

 

 

 

 

3/31/2013

     

 

 

 

 

12/31/2012

     

 

 

 

 

1/1/2012

           

Appreciation (R$)

 

Fair value (market)

     

Appreciation (R$)

 

Fair value (market)

     

Appreciation (R$)

 

Fair value (market)

Counterparties

 

Transaction maturity

 

Notional amount (€’000)

 

Asset position

 

Liability position

 

Amount receivable

 

Notional amount (€’000)

 

Asset position

 

Liability position

 

Amount (payable)

 

Notional amount (€’000)

 

Asset position

 

Liability position

 

Amount (payable)

Itaú BBA

 

4/2/2013

 

65,000

 

174,934

 

(167,771)

 

7,163

 

40,000

 

51,793

 

(52,876)

 

(1,083)

 

 

 

 

 

 

 

 

HSBC

 

4/2/2013 to 5/15/2013

 

115,000

 

299,587

 

(296,743)

 

2,844

 

25,000

 

32,373

 

(33,047)

 

(674)

 

25,000

 

51,469

 

(48,556)

 

2,913

Goldman Sachs

 

 

 

 

 

 

 

 

 

 

 

25,000

 

32,363

 

(33,047)

 

(684)

 

40,000

 

128,761

 

(121,389)

 

7,372

Deutsche Bank

                                     

25,000

 

51,521

 

(48,556)

 

2,965

 

 

 

 

180,000

 

474,521

 

(464,514)

 

10,007

 

90,000

 

116,529

 

(118,970)

 

(2,441)

 

90,000

 

231,751

 

(218,501)

 

13,250

 

 

The position of outstanding transactions was recorded in the Company’s assets and totals R$10,007  as of March 31, 2013 (R$2,441  in liabilities as of December 31, 2012) and its effects are recognized in the Company’s finance income (costs) as gain totaling R$5,396  as of March 31, 2013 (loss of R$5,423  as of March 31, 2012), of which R$4,611 refers to already settled transactions (see note 24).

 

·         Euro-to-US dollar exchange swap

 

The subsidiary Lusosider carries out transactions with derivatives to hedge its exposure against the euro-dollar fluctuation. As of March 31, 2013, the gross position was US$6,162 and the net position was US$38,230  (including the derivatives below).

 

 

       

 

 

 

 

 

 

3/31/2013

 

 

 

 

 

 

 

12/31/2012

       

Notional amount (US$’000)

 

Appreciation (R$)

 

Fair value (market)

 

Notional amount (US$’000)

 

Appreciation (R$)

 

Fair value (market)

Counterparties

 

Transaction maturity

   

Asset position

 

Liability position

 

Amount (payable)

   

Asset position

 

Liability position

 

Amount (payable)

BES

 

9/28/2013

 

30,092

 

60,755

 

(61,274)

 

(519)

 

44,392

 

90,687

 

(94,928)

 

(4,241)

BNP

                                 

 

 

 

 

30,092

 

60,755

 

(61,274)

 

(519)

 

44,392

 

90,687

 

(94,928)

 

(4,241)

 

 

The position of outstanding transactions was recorded in the Company’s liabilities and totals R$519  as of March 31, 2013 (R$4,241  in liabilities as of December 31, 2012) and its results were consolidated in finance income (costs) as gain totaling R$3,478  as of March 31, 2013 (loss of R$1,293  as of March 31, 2012), of which R$2,959  refers to already settled transactions (see note 24).

 

 

 

PAGE 72 of 108

 


 

 

·         Yen-to-US dollar exchange swap

 

       

 

 

 

 

 

 

3/31/2013

 

 

 

 

 

 

 

12/31/2012

       

Notional amount (yen)

 

Accounting position

 

Fair value (market)

 

Notional amount (yen)

 

Accounting position

 

Fair value (market)

Counterparties

 

Transaction maturity

   

Asset position

 

Liability position

 

Amount receivable

   

Asset position

 

Liability position

 

Amount receivable

Deutsche Bank

 

12/12/2013

 

59,090,000

 

143,341

 

(142,788)

 

553

 

59,090,000

 

237,525

 

(236,964)

 

561

       

59,090,000

 

143,341

 

(142,788)

 

553

 

59,090,000

 

237,525

 

(236,964)

 

561

 

 

The position of outstanding transactions was recorded in the Company’s assets and totals R$553  as of March 31, 2013 (R$561  in assets as of December 31, 2012) and its and its results were consolidated in finance income (costs) as loss totaling R$ as of March 31, 2013 (loss of R$28  as of March 31, 2012) (see note 24).

 

·         Sensitivity analysis of the US dollar-to-real exchange swap

 

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values as of March 31, 2013 recognized in assets, amounting to R$1,108. The Company considered the scenarios below for the real-dollar parity volatility.

 

- Scenario 1: (25% real appreciation) R$-US$ parity of 1.5104;

- Scenario 2: (50% real appreciation) R$-US$ parity of 1.0069;

- Scenario 3: (25% real depreciation) R$-US$ parity of 2.5173;

- Scenario 4: (50% real depreciation) R$-US$ parity of 3.0207.

 

 

                       

3/31/2013

   

Risk

 

Notional amount (US$’000)

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

                         
       

2.0138

 

1.5104

 

1.0069

 

2.5173

 

3.0207

                         

Net currency swap

 

US dollar fluctuation

10,000

 

(5,035)

 

(10,069)

 

5,035

 

10,069

                         

Exchange exposure in functional currency R$

US dollar fluctuation

326,369

 

(164,310)

 

(328,621)

 

164,310

 

328,621

(not including exchange derivatives above)

                       
                         

Consolidated exchange exposure

 

US dollar fluctuation

336,369

 

(169,345)

 

(338,690)

 

169,345

 

338,690

(including exchange derivatives above)

                       

 

 

·         Sensitivity analysis of the euro-to-dollar exchange swap

 

The sensitivity analysis is based on the assumption of maintaining, as a probable scenario, the fair values as of March 31, 2013 recognized in assets, amounting to R$10,007. The Company considered the scenarios below for the real-dollar parity volatility.

 

- Scenario 1: (25% real appreciation) R$-Euro parity of 1.9390;

- Scenario 2: (50% real appreciation) R$-Euro parity of 1.2927;

- Scenario 3: (25% real depreciation) R$-Euro parity of 3.2316;

- Scenario 4: (50% real depreciation) R$-Euro parity of 3.8780.

 

 

PAGE 73 of 108

 


 

 

                       

3/31/2013

   

Risk

 

Notional amount (€’000)

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

                         
       

2.5853

 

1.9390

 

1.2927

 

3.2316

 

3.8780

                         

Net currency swap

 

Euro fluctuation

 

(180,000)

 

116,339

 

232,677

 

(116,339)

 

(232,677)

                         

Exchange exposure in functional currency R$

Euro fluctuation

 

25,460

 

(16,455)

 

(32,911)

 

16,455

 

32,911

(not including exchange derivatives above)

                       
                         

Consolidated exchange exposure

 

Euro fluctuation

 

(154,540)

 

99,884

 

199,766

 

(99,884)

 

(199,766)

(including exchange derivatives above)

                       

 

 

·         Sensitivity analysis of the dollar-to-euro swap

 

The sensitivity analysis is based in the assumption of maintaining, as a probable scenario, the fair values as of March 31, 2013 amounting to R$519  recognized in liabilities. The Company considered the scenarios below for the real-dollar parity volatility.

 

- Scenario 1: (25% real appreciation) Euro-dollar parity of 0.9629;

- Scenario 2: (50% real appreciation) Euro-dollar parity of 0.6419;

- Scenario 3: (25% real depreciation) Euro-dollar parity of 1.6048;

- Scenario 4: (50% real depreciation) Euro-dollar parity of 1.9257.

 

 

                       

3/31/2013

   

Risk

 

Notional amount (US$’000)

 

Scenario 1

 

Scenario 2

 

Scenario 3

 

Scenario 4

                         
       

1.2838

 

0.9629

 

0.6419

 

1.6048

 

1.9257

                         

Net currency swap

 

US dollar fluctuation

30,092

 

(9,658)

 

(19,316)

 

9,658

 

19,316

                         

Exchange exposure in functional currency euro

US dollar fluctuation

(29,230)

 

9,381

 

18,763

 

(9,381)

 

(18,763)

(not including exchange derivatives above)

                       
                         

Consolidated exchange exposure

 

US dollar fluctuation

862

 

(277)

 

(553)

 

277

 

553

(including exchange derivatives above)

                       

 

·         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.

 

·         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). The notional amount of this swap as of March 31, 2013 is US$64,500  thousand, hedging an export prepayment transaction in the same amount. The gains and losses on these contracts are directly related to fluctuations in exchange rates (US$) 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.

 

 

 

 

PAGE 74 of 108

 


 

 

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

 

       

 

 

 

 

 

 

3/31/2013

     

 

 

 

 

 

 

12/31/2012

 

 

 

 

Notional amount (US$’000)

 

Appreciation (R$)

 

Fair value (market) (R$)

 

 

 

Notional amount (US$’000)

 

Appreciation (R$)

 

Fair value (market) (R$)

Counterparties

 

Transaction maturity

 

2013

 

Asset position

 

Liability position

 

Amount payable

 

Transaction maturity

 

2012

 

Asset position

 

Liability position

 

Amount payable

CSFB

 

5/13/2013

 

64,500

 

109,515

 

(110,178)

 

(663)

 

2/13/2013

 

64,500

 

109,540

 

(110,226)

 

(686)

 

 

The position of outstanding transactions was recorded in the Company’s liabilities and totals R$663  as of March 31, 2013 (R$686  in liabilities as of December 31, 2012) and its effects are recognized in the Company’s finance income (costs) as gain totaling R$1,197  as of March 31, 2013 (loss of R$3,519  as of March 31, 2012), of which R$534  refers to already settled transactions.

 

·         Sensitivity analysis of interest rate swaps (LIBOR to CDI)

 

The sensitivity analysis is based in the assumption of maintaining, as a probable scenario, the fair values as of March 31, 2013 amounting to R$663  recognized in liabilities. The Company considered the scenarios below for the LIBOR (US$) and CDI interest rates volatility.

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2013

 

Notional amount (US$’000)

 

Risk

 

25%

 

50%

25%

 

50%

LIBOR-to-CDI interest rate swap

64,500  

 

(Libor) US$

 

(8,323)

 

(9,850)

8,323

 

9,850

 

 

·         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 notional amount of this swap as of March 31, 2013 is R$265,000. 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.

 

         

 

 

 

 

 

3/31/2013

 

 

 

 

 

 

Appreciation (R$)

 

Fair value (market) (R$)

Counterparties

 

Transaction maturity

 

Notional amount

 

Asset position

 

Lialibity position

 

Amounts receivable/ (payable)

Itaú BBA

 

3/1/2016

 

120,000

 

120,472

 

(120,462)

 

10

HSBC

 

2/5/2016 to 2/11/2016

 

145,000

 

144,528

 

(145,699)

 

(1,171)

 

 

   

265,000

 

265,000

 

(266,161)

 

(1,161)

                     

 

 

The position of outstanding transactions was recognized in the Company’s liabilities and totals R$1,161  as of March 31, 2013  and its effects were recognized in the Company’s finance income (costs) as loss totaling R$1,166 as of March 31, 2013

 

 

 

 

PAGE 75 of 108

 


 

 

·         Sensitivity analysis of interest rate swaps (Fixed rate to CDI)

 

The sensitivity analysis is based in the assumption of maintaining, as a probable scenario, the fair values as of March 31, 2013 amounting to R$1,161  recognized in liabilities. The Company considered the scenarios below for the fixed and CDI interest rates volatility.

 

                   

3/31/2013

 

Notional amount (US$’000)

 

Risk

 

25%

 

50%

25%

 

50%

Fixed rate-to-CDI interest rate swap

265,000

 

Fixed rate

 

285

 

(4,359)

9,573

 

14,217

 

 

·         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 March 31, 2013 in the consolidated interim financial statements.

 

       

Impact on profit or loss

Changes in interest rates

 

% p.a.

 

3/31/2013

 

12/31/2012

 

1/1/2012

TJLP

 

5.00

 

7,465

 

8,409

 

8,676

Libor

 

0.44

 

5,590

 

6,535

 

11,510

CDI

 

7.01

 

51,505

 

49,566

 

71,766

 

 

·         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.

 

           

Consolidated

   

Other comprehensive income

   

3/31/2013

 

12/31/2012

 

1/1/2012

Net change in available-for-sale assets

 

477,397

 

732,141

 

(767,015)

 

 

The Company considers as probable scenario the amounts recognized at market prices as of March 31, 2013. Sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of March 31, 2013. Therefore, there is no impact on the financial instruments classified as available for sale already presented above. The Company considered the scenarios below for volatility of the shares.

 

- Scenario 1: (25% appreciation of shares);

- Scenario 2: (50% appreciation of shares);

- Scenario 3: (25% devaluation of shares);

- Scenario 4: (50% devaluation of shares);

 

   

 

Impact on equity

Companies

 

Probable

 

25%

 

50%

 

25%

 

50%

Usiminas

 

475,523

 

200,536

 

401,072

 

(200,536)

 

(401,072)

Panatlântica

 

1,874

 

2,738

 

5,476

 

(2,738)

 

(5,476)

 

 

477,397

 

203,274

 

406,548

 

(203,274)

 

(406,548)

                     
 

PAGE 76 of 108

 


 

 

 

·         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.

 

V – Margin deposits

 

The Company holds margin deposits totaling R$218,911 (R$426,328 as of December 31, 2012); this amount is invested at Deutsche Bank and Credit Suisse as guarantee of the derivative financial instrument contracts, basically swaps between CSN Islands VIII and CSN.

 

 

15.   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

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Payables to related parties (Note 19 b and c )

718,282

 

703,236

 

456,902

 

7,860,473

 

7,758,093

 

7,736,132

 

940,127

 

889,414

 

7,968,837

 

7,905,889

Unrealized losses on derivatives (Note 14 I)

145,176

 

244,333

 

2,971

 

 

 

 

 

373,430

 

663

 

686

 

 

 

 

Dividends payable to Company owners (Note 19 a)

290,335

 

155,537

 

622,164

 

 

 

 

 

 

 

290,335

 

155,537

 

 

 

 

Dividends payable non-controlling shareholders

187,342

 

146,081

 

305,761

 

         

 

187,342

 

146,081

       

Advances from customers

27,182

 

31,062

 

13,136

 

 

 

 

 

 

 

20,151

 

17,927

 

 

 

 

Taxes in installments (Note 16)

167,657

 

166,818

 

312,664

 

1,097,709

 

1,085,079

 

1,922,283

 

140,255

 

139,731

 

933,196

 

917,602

Profit sharing - employees

38,201

 

7,771

 

127,762

 

 

 

 

 

 

 

26,498

 

 

 

 

 

 

Other payables

122,864

 

127,202

 

97,839

 

170,554

 

165,877

 

178,428

 

29,181

 

33,803

 

110,426

 

103,605

 

1,697,039

 

1,582,040

 

1,939,199

 

9,128,736

 

9,009,049

 

10,210,273

 

1,634,552

 

1,383,179

 

9,012,459

 

8,927,096

 

 

16.   TAXES IN INSTALLMENTS

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Parent Company

 

Current

 

Non-current

 

Current

 

Non-current

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

 

1/1/2012

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Federal REFIS (a)

120,324

 

119,977

 

276,387

 

971,142

 

998,668

 

1,806,110

 

102,699

 

102,689

 

814,830

 

840,621

Other taxes in installments (b)

47,333

 

46,841

 

36,277

 

126,567

 

86,411

 

116,173

 

37,556

 

37,042

 

118,366

 

76,981

 

167,657

 

166,818

 

312,664

 

1,097,709

 

1,085,079

 

1,922,283

 

140,255

 

139,731

 

933,196

 

917,602

 

 

a)             Tax Recovery Program (REFIS)

 

On November 26, 2009, the Group companies joined the Tax Recovery Programs established by Law 11,941/09 and Provisional Measure 470/2009, aimed at settling tax liabilities through a special payment system and installment plan for the settlement of tax and social security obligations. Joining the special tax programs reduced the amount of fines, interest and legal charges previously due.

 

PAGE 77 of 108

 


 

 

 

In June 2011, the Group companies consolidated the debts enrolled in the tax program set forth by Law 11,941/09, payable in 180 SELIC-adjusted installments.

 

With respect to judicial deposits linked to REFIS proceedings, the Company obtained a favorable opinion from the National Treasury Attorney General’s Office (PGFN) that allows that part of this excess is used by the Company to partially settle the remaining balance of the tax installment program under Law 11,941/09 through offset, with the benefits granted to payments in cash. In light of this PGFN guidance and supported by previous court rulings, the Company carried out this offset. The balance of this excess deposit as of March 31, 2013 after these offsets was R$85,345 (R$84,392 as of December 31, 2012), recognized in line item Credits with the PGFN/RFB, in other non-current assets.

 

b)             Other tax installments (regular and other)

 

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

 

 

17.   PROVISIONS 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

 

 

 

3/31/2013

 

 

 

12/31/2012

 

 

 

1/1/2012

 

Provisioned liabilities

 

Judicial deposits

 

Provisioned liabilities

 

Judicial deposits

 

Provisioned liabilities

 

Judicial deposits

Tax

192,855

 

76,233

 

178,657

 

99,400

 

95,840

 

355,337

Social security and labor

281,515

 

162,685

 

263,700

 

156,772

 

263,006

 

121,809

Civil

87,230

 

35,545

 

96,705

 

36,109

 

82,469

 

42,777

Environmental

6,680

     

7,056

     

6,906

   

Escrow deposits

   

9,188

     

11,350

     

26,805

 

568,280

 

283,651

 

546,118

 

303,631

 

448,221

 

546,728

Legal obligations challenged in courts:

                     

Tax

                     

Education salary premium

24,077

 

46,193

 

24,077

 

46,193

 

33,121

 

36,189

Income tax/”Verão” plan

20,892

 

352,697

 

20,892

 

348,969

 

20,892

 

345,676

Other provisions

98,450

 

27,726

 

97,157

 

19,233

 

102,965

 

9,788

 

143,419

 

426,616

 

142,126

 

414,395

 

156,978

 

391,653

 

711,699

 

710,267

 

688,244

 

718,026

 

605,199

 

938,381

                       

 

 

PAGE 78 of 108

 


 

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

3/31/2013

 

 

12/31/2012

 

 

Provisioned liabilities

 

Judicial deposits

 

Provisioned liabilities

Depósitos Judiciais

Tax

 

155,942

 

70,570

 

152,481

94,419

Social security and labor

 

239,718

 

136,553

 

223,127

131,399

Civil

 

67,841

 

32,132

 

74,134

32,110

Environmental

 

4,780

     

7,056

 

Escrow deposits

 

   

6,227

   

8,280

   

468,281

 

245,482

 

456,798

266,208

Legal obligations challenged in courts:

 

           

Tax

             

Education salary premium

 

24,077

 

46,193

 

24,077

46,193

Income tax/”Verão” plan

 

20,892

 

352,697

 

20,892

348,969

Other provisions

 

98,450

 

27,726

 

97,157

19,233

   

143,419

 

426,616

 

142,126

414,395

 

 

611,700

 

672,098

 

598,924

680,603

               

 

 

The changes in the provisions for tax, social security, labor, civil and environmental risks in the period ended March 31, 2013 were as follows:

 

 

                                 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Current + non-current

 

 

 

 

Current

Nature

 

1/1/2012

 

12/31/2012

 

Additions

 

Inflation adjustment

 

Utilization

 

3/31/2013

 

3/31/2013

 

12/31/2012

1/1/2012

Tax

 

252,818

 

320,783

 

17,364

 

115

 

(1,988)

 

336,274

 

 

220

Social security

 

61,541

 

43,858

             

43,858

         

Labor

 

201,465

 

219,842

 

20,504

 

14,533

 

(17,222)

 

237,657

 

237,657

 

219,842

183,065

Civil

 

82,469

 

96,705

 

1,199

 

737

 

(11,411)

 

87,230

 

87,230

 

96,705

75,629

Environmental

 

6,906

 

7,056

 

1,900

 

800

 

(3,076)

 

6,680

 

 

 

 

 

   

605,199

 

688,244

 

40,967

 

16,185

 

(33,697)

 

711,699

 

324,887

 

316,547

258,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

 

Current + non-current

 

 

 

Current

Nature

 

12/31/2012

 

Additions

 

Inflation

 

Utilization

 

3/31/2013

 

3/31/2013

 

12/31/2012

Tax

 

294,607

 

4,646

 

115

 

(7)

 

299,361

 

 

 

 

Social security

 

43,288

             

43,288

       

Labor

 

179,839

 

19,416

 

12,974

 

(15,799)

 

196,430

 

196,430

 

179,839

Civil

 

74,134

 

1,171

 

474

 

(7,938)

 

67,841

 

67,841

 

74,134

Environmental

 

7,056

 

 

 

800

 

(3,076)

 

4,780

 

 

 

 

   

598,924

 

25,233

 

14,363

 

(26,820)

 

611,700

 

264,271

 

253,973

 

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

 

a) Tax lawsuits

 

I - Income tax and social contribution

 

“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”).

 

 

PAGE 79 of 108

 


 

 

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 March 31, 2013, there is an amount of R$352,697 (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 March 31, 2013 the accrued totals R$24,077 (R$24,077 as of December 31, 2012) amount and 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$98,450  as of March 31, 2013 (R$97,157 as at December 31, 2012), which includes legal charges.

 

b) Payroll and related taxes

 

As of March 31, 2013, the Group is a defendant in 10,149 labor lawsuits, for which a provision has been recorded in the amount of R$237,657 (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, and differences in profit sharing from 1997 to 1999 and from 2000 to 2002.

 

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$87,230  as of March 31, 2013 (R$96,705  as of December 31, 2012

 

d) Other

 

§  Competition 

 

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

 

PAGE 80 of 108

 


 

              

§  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 claim regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. The environmental proceedings total R$6,680 (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.

 

§  Other administrative proceedings and lawsuits

 

The Group is a defendant in other administrative and judicial proceedings (tax, social security, labor, civil, and environmental), in the approximate amount of R$14,923,400, of which R$1,131,418  related to labor and social security lawsuits, R$535,213  to civil lawsuits, and R$41,287  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.

 

As for the tax lawsuits these represent R$13,215,482, broken down as follows: 

 

a)      R$1,835,394  refers to the assessment notice issued against the Company for an alleged nonpayment of income tax (IRPJ) and social contribution on net income (CSLL) on profits recognized in the balance sheets of its foreign subsidiaries. In view of the recent changes in administrative and judicial decisions, our outside legal counsel classified the possibility of an unfavorable outcome as possible.

 

b)      R$7,433,676  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. In light of the evidence that shows that such sale was not completed, our outside legal counsel classified the possibility of an unfavorable outcome as possible.

 

c)      R$3,946,412 refers to other tax (federal, state, and municipal) and social security lawsuits.

 

 

18.   PROVISIONS FOR ENVIRONMENTAL LIABILITIES AND ASSET DECOMMISSIONING

 

a) Environmental liabilities

 

As of March 31, 2013, a provision is recognized in the amount of R$390,774 (R$383,405 as of December 31, 2012) in consolidated and Company 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.

 

PAGE 81 of 108

 


 

 

The long-term interest rate used to discount the provision to present value through March 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. The liability recognized as of March 31, 2013 is R$21,961  (R$21,292  as of December 31, 2012) in consolidated and R$17,626  (R$17,082  as of December 31, 2012) in Company.

 

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% interest in CSN.

 

·  Liabilities 

 

Companies

 

Proposed

 

Paid

 

Dividends

 

Interest on capital

 

Dividends

Vicunha Siderurgia

 

   

267,984

 

143,563

Rio Iaco

     

22,351

 

11,974

Total at 3/31/2013

 

   

290,335

 

155,537

Total at 12/31/2012

 

155,537

 

290,335

 

622,164

             

 

Vicunha Siderurgia’s corporate structure is as follows (information not reviewed):

 

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.

 

 

 

PAGE 82 of 108

 


 

 

b)     Transactions with subsidiaries, jointly controlled entities, associates and exclusive funds.

 

·  Assets 

 

                   

Consolidated

Companies

 

Trade receivables

 

Loans/ Prepayment (1)

 

Dividends receivable

 

Other

 

Total

         

Joint controlled entities

 

                 

Nacional Minérios S.A.

 

64,931

 

315,204

 

926,949

 

2,679

 

1,309,763

MRS Logística S.A.

 

87

     

28,501

     

28,588

CBSI - Companhia Brasileira de Serviços e Infraestrutura

     

9,575

 

9,575

CGPAR - Contrução Pesada S.A.

 

           

12,646

 

12,646

Associates

                   

Arvedi Metalfer do Brasil S.A.

 

   

5,109

         

5,109

Total at 3/31/2013

 

65,018

 

320,313

 

955,450

 

24,900

 

1,365,681

Total at 12/31/2012

 

182,410

 

319,907

 

955,869

 

30,075

 

1,488,261

Total at 1/1/2012

 

78,948

 

292,716

 

655,879

     

1,027,543

                     

 

(1)  Nacional Minérios S.A - Refers to prepayment transactions with indirect subsidiaries CSN Europe, CSN Portugal , andCSN Ibéria. US$ contract: interest of 5.37% p.a. to 6.8% p.a. and final maturity in June 2015. As of March 31, 2013, loans total R$315,204 (R$314,844 as of December 31, 2012) of which R$5,079 is classified in current (R$145 as of December 31, 2012) and R$310,125 is classified in non-current (R$314,699 as of December 31, 2012).

 

 

                               

Parent Company

Companies

 

Trade receivables (*)

 

Loans (1)

 

Dividends receivable

 

Advance for future capital increase

 

Short-term and other investments (2)

 

Derivative financial instruments (3)

 

 

 

Total

             

Other (4)

 
             

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VIII Corp.

                     

143,341

     

143,341

Sepetiba Tecon S.A.

 

135

 

 

 

16,701

 

 

 

 

 

 

 

 

 

16,836

Mineração Nacional S.A.

         

95

                 

95

Florestal Nacional S.A.

 

 

 

184,565

 

 

 

26

 

 

 

 

 

 

 

184,591

Estanho de Rondônia S.A.

         

4,688

 

850

             

5,538

Cia Metalic Nordeste

 

 

 

 

 

 

 

220

 

 

 

 

 

 

 

220

Companhia Metalúrgica Prada

 

224,885

         

20,000

             

244,885

CSN Cimentos S.A.

 

13,524

 

 

 

 

 

 

 

 

 

 

 

 

 

13,524

Transnordestina Logística S.A.

     

358,007

     

129,703

             

487,710

CSN Europe Lda.

 

9,883

 

 

 

 

 

 

 

 

 

 

 

 

 

9,883

CSN Portugal, Unipessoal Lda.

 

21,942

                         

21,942

CSN Handel GmbH

 

209,333

 

 

 

 

 

 

 

 

 

 

 

 

 

209,333

Companhia Brasileira de Latas

 

14,972

                     

64,416

 

79,388

 

 

494,674

 

542,572

 

21,484

 

150,799

 

 

 

143,341

 

64,416

 

1,417,286

Joint controlled entities

                               

Nacional Minérios S.A.

 

64,931

 

 

 

926,949

 

 

 

 

 

 

 

2,679

 

994,559

Itá Energética S.A.

         

7,750

                 

7,750

MRS Logística S.A.

 

87

 

 

 

28,501

 

 

 

 

 

 

 

 

 

28,588

CBSI - Companhia Brasileira de Serviços e Infraestrutura

                 

9,575

 

9,575

CGPAR - Contrução Pesada S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

25,292

 

25,292

   

65,018

 

 

 

963,200

 

 

 

 

 

 

 

37,546

 

1,065,764

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

     

5,109

                     

5,109

Exclusive funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diplic, Mugen and Vértice

                 

746,786

         

746,786

Total at 3/31/2013

 

559,692

 

547,681

 

984,684

 

150,799

 

746,786

 

143,341

 

101,962

 

3,234,945

Total at 12/31/2012

 

508,133

 

397,624

 

985,973

 

134,858

 

1,008,151

 

237,525

 

108,345

 

3,380,609

 

 

(*) Intercompany receivables arise from product sales and service transactions between the parent and its subsidiaries.

 

PAGE 83 of 108

 


 

 

 

(1)  Florestal Nacional S.A. – R$ contracts: interest equivalent to 100.5% to 101.5% of the CDI p.a. with final maturity in May 2018. As of March 31, 2013, loans total R$184,565(R$181,595 as of December 31, 2012) of which R$39,847 is classified in current (R$36,877 as of December 31, 2012) and R$144,718 is classified in non-current (R$144,718 as of December 31, 2012).

 

 Transnordestina Logística S.A – R$ contracts: interest equivalent to 101.5% to 102.5% of the CDI p.a. with final maturity in March 2015. As of March 31, 2013, loans total R$358,007  (R$210,966  as of December 31, 2012) of which R$51,664  is classified in current (R$47,457  as of December 31, 2012) and R$306,343  is classified in non-current (R$163,509  as of December 31, 2012).

       

Arvedi Metalfer do Brasil S. A. – Euro contract: interest of 3.8% p.a. with maturity in June 2013, classified in short term .

 

(2)  Short-term investments total R$635,657  as of March 31, 2013  (R$874,395  as of December 31, 2012) and investments in Usiminas shares classified as available-for-sale total R$111,129  (R$133,756  as of December 31, 2012).

 

(3)  Financial instruments contract, specifically swap between CSN and CSN Islands VIII.

 

(4)  Companhia Brasileira de Latas - receivables of R$79,388 (R$80,295 as of December 31, 2012), of which R$14,972  is classified in current (R$15,879  as of December 31, 2012) and R$64,416  is classified in non-current (R$64,416  as of December 31, 2012). Refer to business and financial receivables totaling R$326,207, of which R$246,819  is accrued for transactions for the period before the acquisition, which is reversed only when received.

 

CBSI - Companhia Brasileira de Serviços de Infraestrutura – Advance amounting to R$9,575 (R$8,952 as of December 31, 2012), of which R$6,063 is classified in current (R$8,952 as of December 31, 2012) and R$3,512 is classified in non-current.

 

CGPAR – Construção Pesada S.A. – Advance amounting to R$25,292 (R$27,708 as of December 31, 2012) of which R$6,820 is classified in current (R$9,236 as of December 31, 2012) and R$18,472 is classified in non-current (R$18,472 as of December 31, 2012).

 

Nacional Minérios S.A. – Other receivables amounting to R$2,679 (R$7,269 as of December 31, 2012) of which R$2,149 is classified in current (R$6,739 as of December 31, 2012) and R$530 is classified in non-current (R$530 as of December 31, 2012).

 

·  Liabilities 

 

                   

Consolidated

Companies

 

Other payables

 

Loans (1)

 

Trade payables

 

Total

 

Accounts payable

 

Advances from
customers (4)

     

Joint controlled entities

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

13,150

 

8,560,355

 

69,528

     

8,643,033

MRS Logística S.A.

 

5,230

 

 

 

 

 

6,977

 

12,207

CBSI - Companhia Brasileira de Serviços e Infraestrutura

             

7,911

 

7,911

CGPAR - Contrução Pesada S.A.

 

 

 

 

 

 

 

177

 

177

Total at 3/31/2013

 

18,380

 

8,560,355

 

69,528

 

15,065

 

8,663,328

Total at 12/31/2012

 

24,791

 

8,436,319

 

71,506

 

10,154

 

8,542,770

Total at 1/1/2012

 

15,845

 

8,176,658

 

63,917

 

10,618

 

8,267,038

 

(1)  Nacional Minérios S.A – Refers to a loans between indirect subsidiaries Namisa Europe, Unipessoal Lda and CSN Europe Lda. US$ contract: interest of 5.37% p.a. and final maturity in June 2015. As of March 31, 2013, this loan totals R$69,528  (R$71,506  as of December 31, 2012). 

 

 

PAGE 84 of 108

 


 

 

                           

Parent Company

Companies

 

Borrowings and financing

 

Other payables

 

Trade payables

 

Total

 

Prepayment (1)

 

Fixed rate notes and intercompany bonds (2)

 

Intercompany loans (3)

 

Accounts payables

 

Advances from customers (4)

   
             

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VIII Corp.

     

1,287,161

                 

1,287,161

Estanho Rondônia S.A.

 

 

 

 

 

 

 

 

 

 

 

11,478

 

11,478

Companhia Metalúrgica Prada

             

200

     

9,176

 

9,376

CSN Cimentos S.A.

 

 

 

 

 

 

 

330,009

 

 

 

177

 

330,186

Congonhas Minérios S.A.

         

1,407,013

             

1,407,013

CSN Europe Lda.

 

 

 

 

 

66,054

 

 

 

 

 

 

 

66,054

CSN Ibéria Lda.

         

49,903

             

49,903

CSN Portugal, Unipessoal Lda.

 

187,448

 

 

 

 

 

 

 

 

 

 

 

187,448

CSN Resources S.A.

 

2,077,471

 

2,136,231

 

602,435

             

4,816,137

Other (*)

 

 

 

 

 

 

 

 

 

 

 

1,996

 

1,996

   

2,264,919

 

3,423,392

 

2,125,405

 

330,209

 

 

 

22,827

 

8,166,752

Joint controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

             

13,150

 

8,560,355

 

13

 

8,573,518

MRS Logística S.A.

 

 

 

 

 

 

 

5,230

 

 

 

6,977

 

12,207

CBSI - Companhia Brasileira de Serviços e Infraestrutura

             

7,911

 

7,911

CGPAR - Contrução Pesada S.A.

 

 

 

 

 

 

 

 

 

 

 

353

 

353

 

 

 

 

 

 

 

 

18,380

 

8,560,355

 

15,254

 

8,593,989

Total at 3/31/2013

 

2,264,919

 

3,423,392

 

2,125,405

 

348,589

 

8,560,355

 

38,081

 

16,760,741

Total at 12/31/2012

 

2,339,776

 

3,545,340

 

2,105,348

 

358,765

 

8,436,319

 

39,364

 

16,824,912

 

(1)     US$ contracts - CSN Portugal: interest of 6.15% p.a. maturing in May 2015.

US$ contracts - CSN Resources: interest of 4.07% p.a. maturing in August 2022.

(2)     Yen contracts - CSN Islands VIII: interest of 5.65% p.a. maturing in December 2013.

US$ contracts - CSN Resources: interest of 4.14% p.a. maturing in July 2015.

US$ contracts - CSN Resources: Intercompany bonds with interest of 9.125% p.a. maturing in June 2047.

(3)     US$ contracts - CSN Europe: semiannual Libor + 2.25% p.a. maturing in December 2013.

US$ contracts - CSN Resources: interest of 2.01% to 2.50% p.a. maturing in February 2014.

US$ contracts - CSN Ibéria: semiannual Libor + 3% p.a. with undefined maturity.

R$ contracts - Congonhas Minérios: 110.79% of CDI p.a. with final maturity in May 2018.

 

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

 

MRS Logística: We have recorded in other payables the amount accrued to cover contractual expenses for block rates, take or pay, and fuel trigger relating to the railroad transportation agreement.

 

(*) Other: Cia. Metalic Nordeste, Sepetiba Tecon and Companhia Brasileira de Latas.

 

·  Profit or loss

 

The main transactions carried out by CSN with its subsidiaries and jointly controlled entities are sales and purchases of products and services, which include the supply of iron ore, steel, the provision of port services and railroad transportation, as well as the supply of electric power for operations.

 

                   

 

 

Consolidated

Companies

 

Revenues

 

Expenses

 

Sales

 

Interest

 

Total

 

Purchases

 

Interest

 

Total

Joint controlled entities

 

                     

Nacional Minérios S.A.

 

69,632

     

69,632

 

9,966

 

101,701

 

111,667

MRS Logística S.A.

 

           

101,784

     

101,784

CBSI - Companhia Brasileira de Serviços e Infraestrutura

             

24,628

     

24,628

CGPAR - Contrução Pesada S.A.

 

           

14,983

     

14,983

Associates

                       

Arvedi Metalfer do Brasil S.A.

 

   

46

 

46

           

Total at 3/31/2013

 

69,632

 

46

 

69,678

 

151,361

 

101,701

 

253,062

Total at 3/31/2012

 

262,028

     

262,028

 

96,620

 

98,424

 

195,044

                         
 

PAGE 85 of 108

 


 

 

                               

Parent Company

Companies

 

Revenues

 

Expenses

 

Sales

 

Interest

 

Exchange differences

 

Total

 

Purchases

 

Interest

 

Exchange differences

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CSN Islands VIII Corp.

         

41,723

 

41,723

     

17,494

     

17,494

CSN Portugal, Unipessoal Lda.

 

 

 

 

 

2,931

 

2,931

 

 

 

2,834

 

 

 

2,834

CSN Europe Lda.

     

116

 

688

 

804

               

CSN Resources S.A.

 

 

 

 

 

69,853

 

69,853

 

 

 

58,609

 

 

 

58,609

CSN Handel GmbH

 

441,867

         

441,867

         

1,060

 

1,060

CSN Ibéria Lda.

 

 

 

 

 

728

 

728

 

 

 

328

 

 

 

328

Companhia Metalúrgica Prada

 

257,880

         

257,880

 

22,414

         

22,414

CSN Cimentos S.A.

 

32,061

 

 

 

 

 

32,061

 

590

 

5,361

 

 

 

5,951

Companhia Metalic Nordeste

 

22,433

         

22,433

 

345

         

345

Estanho de Rondônia S.A.

 

 

 

 

 

 

 

 

 

9,640

 

 

 

 

 

9,640

Florestal Nacional S.A.

     

2,969

     

2,969

               

Sepetiba Tecon S.A.

 

808

 

 

 

 

 

808

 

521

 

 

 

 

 

521

Congonhas Minérios S.A.

                     

27,294

     

27,294

Transnordestina Logística S.A.

 

 

 

4,174

 

 

 

4,174

 

 

 

 

 

 

 

 

CSN Energia S.A.

                 

60,188

         

60,188

Companhia Brasileira de Latas

 

21,030

 

 

 

 

 

21,030

 

542

 

 

 

 

 

542

   

776,079

 

7,259

 

115,923

 

899,261

 

94,240

 

111,920

 

1,060

 

207,220

Joint controlled entities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

 

69,632

         

69,632

 

9,966

 

254,252

     

264,218

MRS Logística S.A.

 

 

 

 

 

 

 

 

 

101,784

 

 

 

 

 

101,784

CBSI - Companhia Brasileira de Serviços e Infraestrutura

                 

24,628

         

24,628

CGPAR - Contrução Pesada S.A.

 

 

 

 

 

 

 

 

 

29,966

 

 

 

 

 

29,966

   

69,632

 

 

 

 

 

69,632

 

166,344

 

254,252

 

 

 

420,596

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

     

46

     

46

               

Exclusive funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diplic, Mugen and Vértice

     

12,760

     

12,760

               

Total at 3/31/2013

 

845,711

 

20,065

 

115,923

 

981,699

 

260,584

 

366,172

 

1,060

 

627,816

Total at 3/31/2012

 

820,634

 

5,520

 

157,546

 

983,700

 

192,231

 

354,245

 

56,340

 

602,816

 

 

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 27. 

 

 

 

 

PAGE 86 of 108

 


 

 

·  Fundação CSN

 

The Company develops socially responsible policies concentrated today in Fundação CSN, which it sponsors. 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

 

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.

 

The balances and transactions between the Company and these entities are as follows:

 

I) Assets and liabilities

 

Companies

 

Assets

 

Liabilities

 

Trade receivables

 

Loans (1) / Banks

 

Actuarial asset

 

Total

 

Accounts payable

 

Actuarial liability

 

Total

CBS Previdência (Note 27)

 

       

93,546

 

93,546

     

17,939

 

17,939

Fundação CSN

 

1,829

 

903

     

2,732

 

20

     

20

Banco Fibra

 

   

40

     

40

           

Usiminas

 

12,963

         

12,963

           

Panatlântica

 

32,555

         

32,555

           

Total at 3/31/2013

 

47,347

 

943

 

93,546

 

141,836

 

20

 

17,939

 

17,959

Total at 12/31/2012

 

44,611

 

975

 

93,546

 

139,132

 

219

 

17,939

 

18,158

Total at 1/1/2012

 

54,871

 

72

     

54,943

 

531

 

11,673

 

12,204

                             

 

 

(1)     Fundação CSN – R$ contracts: interest equivalent to 102% of CDI p.a. with final maturity in June 2016. As of March 31, 2013, loans total R$903 (R$903 as of December 31, 2012) of which R$229  is classified in current (R$154  as of December 31, 2012) and R$674  is classified in non-current (R$749  as of December 31, 2012).

 

 

ii) Profit or loss

 

Companies

 

Revenues

 

Expenses

 

Sales

 

Interest

 

Total

 

Expenses on pension fund

 

Purchases / other expenses

 

Total

Fundação CSN

 

   

15

 

15

     

232

 

232

Usiminas

 

11,470

     

11,470

           

Panatlântica

 

97,733

     

97,733

           

Ibis Participações e Serviços

                 

2,526

 

2,526

Companhia de Gás do Ceará

 

               

523

 

523

Total at 3/31/2013

 

109,203

 

15

 

109,218

     

3,281

 

3,281

Total at 3/31/2012

 

101,903

     

101,903

 

16,243

 

4,704

 

20,947

                         
 

PAGE 87 of 108

 


 

 

d)     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 the executive officers. The following is information on the compensation of such personnel and the related balances as of March 31, 2013.

 

 

     

3/31/2013

 

3/31/2012

     

Profit or loss

Short-term benefits for employees and officers

 

 

3,369

 

2,442

Post-employment benefits

   

33

 

27

Other long-term benefits

 

 

n/a

 

n/a

Severance benefits

   

n/a

 

n/a

Share-based compensation

 

 

n/a

 

n/a

     

3,402

 

2,469

           

n/a – not applicable

 

 

e)     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 6404/76, as amended by Law 9457/97, will entail the distribution of all the profit to the Company’s shareholders, provided that the following priorities are preserved, irrespective of their order: (i) carrying out the business strategy; (ii) fulfilling its obligations; (iii) making the required investments; and (iv) maintaining a healthy financial situation of the Company.

 

 

20.   SHAREHOLDERS' EQUITY

 

i. Paid-in capital

 

Fully subscribed and paid-in capital as of March 31, 2013 is R$4,540,000 (R$4,540,000 as of December 31, 2012) represented by 1,457,970,108 (1,457,970,108 as of December 31, 2012) 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 March 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 March 31, 2013, the Company did not have any treasury shares.

 

 

 

PAGE 88 of 108

 


 

 

v. Ownership structure

 

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

   

 

 

3/31/2013

 

 

 

12/31/2012

   

Number of common shares

 

% of total shares

 

Number of common shares

 

% of total shares

Vicunha Siderurgia S.A.

 

697,719,990

 

47.86%

 

697,719,990

 

47.86%

Rio Iaco Participações S.A. (*)

 

58,193,503

 

3.99%

 

58,193,503

 

3.99%

Caixa Beneficente dos Empregados da CSN - CBS

 

12,788,231

 

0.88%

 

12,788,231

 

0.88%

BNDES Participações S.A. - BNDESPAR

 

27,509,316

 

1.89%

 

27,509,316

 

1.89%

JP Morgan Chase Bank - ADRs

 

325,554,150

 

22.33%

 

342,997,950

 

23.53%

BOVESPA

 

336,204,918

 

23.05%

 

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.

 

21.   NET SALES REVENUE

 

Net sales revenue is comprised as follows:

 

       

Consolidated  

     

Parent Company

   

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Gross revenue

 

             

Domestic market

 

3,380,022

 

3,333,592

 

3,124,974

 

2,921,027

Foreign market

 

1,069,187

 

908,066

 

461,662

 

222,205

 

 

4,449,209

 

4,241,658

 

3,586,636

 

3,143,232

Deductions

 

             

Cancelled sales and discounts

 

(47,502)

 

(85,746)

 

(45,932)

 

(90,887)

Taxes levied on sales

 

(759,724)

 

(720,428)

 

(687,489)

 

(642,889)

 

 

(807,226)

 

(806,174)

 

(733,421)

 

(733,776)

Net revenue

 

3,641,983

 

3,435,484

 

2,853,215

 

2,409,456

 

 

 

 

 

 

 

 

 

 

22.   EXPENSES BY NATURE

 

   

 

 

Consolidated

 

 

 

Parent Company

   

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Raw materials and inputs

 

(1,391,167)

 

(1,205,315)

 

(914,581)

 

(843,015)

Labor cost

 

(348,026)

 

(312,534)

 

(285,876)

 

(244,429)

Supplies

 

(253,620)

 

(250,618)

 

(243,867)

 

(233,981)

Maintenance cost (services and materials)

 

(300,357)

 

(241,315)

 

(288,165)

 

(231,023)

Outsourcing services

 

(492,335)

 

(270,032)

 

(326,420)

 

(172,550)

Depreciation, amortization and depletion (Note 11 b)

(287,236)

 

(251,444)

 

(229,830)

 

(218,603)

Other (*)

 

(89,672)

 

(132,069)

 

(101,933)

 

(89,108)

   

(3,162,413)

 

(2,663,327)

 

(2,390,672)

 

(2,032,709)

                 

Classified as:

 

             

Cost of sales (Note 25)

 

(2,851,577)

 

(2,424,308)

 

(2,205,276)

 

(1,887,154)

Selling expenses (Note 25)

 

(201,250)

 

(132,345)

 

(109,267)

 

(68,204)

General and administrative expenses (Note 25)

 

(109,586)

 

(106,674)

 

(76,129)

 

(77,351)

 

 

(3,162,413)

 

(2,663,327)

 

(2,390,672)

 

(2,032,709)

                 

 

(*) Includes increase/reduction in finished goods and work in process, and sundry expenses of the group of plant administrative expenses (DAP).

 

PAGE 89 of 108

 


 

 

 

23.   OTHER OPERATING INCOME (EXPENSES)

 

       

Consolidated

     

Parent Company

   

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Other operating income

 

             

Lawsuit indemnities/wins

 

610

 

457

 

538

 

460

Rentals and leases

 

200

 

856

 

200

 

856

Reversal of provisions

     

1,171

     

25,011

Other income

 

3,446

 

2,986

 

2,780

 

1,602

   

4,256

 

5,470

 

3,518

 

27,929

                 

Other operating expenses

 

             

Taxes and fees

 

(4,203)

 

(7,088)

 

(2,697)

   

Provisions for tax, social security, labor, civil and environmental for contingencies, net of reversals

(17,940)

 

(23,837)

 

(19,737)

 

(16,703)

Contractual nondeductible fines

 

(10,058)

 

(6,854)

 

(9,889)

 

(8,799)

Depreciation of unused equipment (Note 11 b)

 

(7,037)

 

(3,219)

 

(6,785)

 

(2,982)

Residual value of write-offn long-lived assets (Note 11)

 

(1,832)

 

(794)

       

Inventory impairment losses/reversals (Note 7)

 

391

 

(6,908)

     

(6,515)

Expenses on studies and project engineering

 

(16,538)

 

(13,607)

 

(16,330)

 

(12,968)

Pension plan expenses

 

   

(17,389)

     

(16,243)

Healthcare plan expenses (Note 27 e)

 

(7,759)

 

(7,786)

 

(7,759)

 

(7,776)

Amortization of purchaseprice allocation - business combination

 

(7,026)

 

(23,840)

       

Other expenses

 

(26,898)

 

(2,926)

 

(15,330)

 

(23,614)

 

 

(98,900)

 

(114,248)

 

(78,527)

 

(95,600)

Other operating income (expenses), net

 

(94,644)

 

(108,778)

 

(75,009)

 

(67,671)

                 

 

 

 

PAGE 90 of 108

 


 

 

24.   FINANCE INCOME (COSTS)

 

 

   

 

 

Consolidated

 

 

 

Parent Company

   

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Finance income

 

 

 

 

 

 

 

 

Related parties (Note 19 b and c)

 

61  

     

20,080

 

5,520

Income from short-term investments

 

28,291  

 

53,648

 

2,286

 

6,088

Other income

 

9,468

 

43,717

 

2,667

 

35,179

 

 

37,820

 

97,365

 

25,033

 

46,787

Finance costs

               

Borrowings and financing - foreign currency

 

(166,685) 

 

(150,086)

 

(16,574)

 

(21,729)

Borrowings and financing - local currency

 

(328,360) 

 

(437,307)

 

(251,211)

 

(339,851)

Related parties (Note 19 b)

 

(101,701)

 

(98,424)

 

(366,172)

 

(354,245)

Capitalized interest (Notes 11 and 31)

 

116,774

 

102,526

 

71,320

 

67,011

Losses on derivatives (*)

 

(2,363)

 

(3,519)

 

(1,197)

 

(3,519)

Interest, fines and late payment charges

 

(6,408) 

 

(47,217)

 

(4,857)

 

(45,053)

Other finance costs

 

(47,675)

 

(36,996)

 

(37,794)

 

(27,276)

   

(536,418)

 

(671,023)

 

(606,485)

 

(724,662)

Inflation adjustment and exchange gains (losses), net

 

 

 

 

 

 

Inflation adjustments

 

(23,132)

 

(9,359)

 

(9,894)

 

2,721

Exchange differences

 

(13,786)

 

(37,371)

 

126,107

 

173,925

Exchange gains (losses) on derivatives (*)

 

8,233  

 

(18,276)

       

 

 

(28,685)

 

(65,006)

 

116,213

 

176,646

                 

Finance income (costs), net

 

(527,283)

 

(638,664)

 

(465,239)

 

(501,229)

 

 

 

 

 

 

 

 

 

(*) Statement of gains and losses on derivative transactions

           

Dollar to real swap

 

(633)

 

(11,532)

 

 

 

 

Euro to dollar swap

 

5,396

 

(5,423)

       

Yen to dollar swap

 

(8)

 

(28)

 

 

 

 

Dollar to euro swap

 

3,478

 

(1,293)

       

 

 

8,233

 

(18,276)

 

 

 

 

Libor to CDI swap

 

(1,197)

 

(3,519)

 

(1,197)

 

(3,519)

Fixed rate to CDI swap

 

(1,166) 

 

 

 

 

 

 

   

(2,363)

 

(3,519)

 

(1,197)

 

(3,519)

 

 

5,870

 

(21,795)

 

(1,197)

 

(3,519)

                 

 

 

25.   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.   

 

PAGE 91 of 108

 


 

 

 

For 2013, it is slated to begin production of long steel products. The initial production slated, of 500,000 metric tons per year, 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. Furthermore, CSN 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 two railroad companies: MRS Logística S.A., in which we share control which manages the former Southeast Network of Rede Ferroviária Federal S.A. (RFFSA), and our controlled subsidiary Transnordestina Logística S.A., which operates the former Northeast Network of 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) Transnordestina Logística

 

Together, CSN and the federal government are making investments for implementation of the Transnordestina Project for construction of around 1,728 km of new lines. The work on this project further includes complementing and renewing part of the infrastructure (or lines) of the concession held by Transnordestina Logística, which will be expanded from the nearly 2,600 kilometers of track presently operating to around 4,300 kilometers.

 

Transnordestina Logística S.A. has a 30-year concession granted in 1998 to operate the Northeastern Brazil railroad system. This railway system covers 4,238 kilometers of railroads in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.  Moreover, it links up 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. 

 

The project underway will increase the transportation capacity of Transnordestina Logística 20-fold, bringing it up the level of the most modern railroads in the entire world.

 

 

PAGE 92 of 108

 


 

 

With its new configuration, Transnordestina will become the best logistics option for export of grains through the Pecém and Suape ports, as well as other solid bulk cargos such as iron ore from the Northeast Region, playing an important role in the region’s development.

 

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 to 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 of 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 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 purposes of reconciliation of the consolidated profit or loss, the amounts of these companies were eliminated in the column “Corporate expenses/elimination”.

 

 

PAGE 93 of 108

 


 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2013

Profit or loss

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

     

Ports

 

Railroads

       

Metric tons (thou.) - (not reviewed) (*)

 

1,550,397  

 

3,258,560

 

 

 

 

 

 

 

455,791

 

 

 

 

Net revenues

                             

Domestic market

 

2,313,402

 

87,340

 

39,487

 

225,072

 

46,607

 

97,877

 

(217,804)

 

2,591,981

Foreign market

 

633,906

 

659,411

 

 

 

 

 

(243,315)

 

1,050,002

Total net revenue (Note 21)

 

2,947,308

 

746,751

 

39,487

 

225,072

 

46,607

 

97,877

 

(461,119)

 

3,641,983

Cost of sales and services (Note 22)

 

(2,455,764) 

 

(453,991)

 

(20,781)

 

(170,553)

 

(40,813)

 

(67,429)

 

357,754

 

(2,851,577)

Gross profit

 

491,544

 

292,760

 

18,706

 

54,519

 

5,794

 

30,448

 

(103,365)

 

790,406

General and administrative expenses (Note 22)

 

(157,890) 

 

(17,211)

 

(5,522)

 

(22,233)

 

(4,980)

 

(14,076)

 

(88,924)

 

(310,836)

Depreciation (Note 11 b)

 

193,932

 

50,904

 

1,749

 

30,754

 

4,259

 

7,498

 

(1,860)

 

287,236

Proportional EBITDA of jointly controlled entities

                         

135,118  

 

135,118

Adjusted EBITDA

 

527,586

 

326,453

 

14,933

 

63,040

 

5,073

 

23,870

 

(59,031)

 

901,924

                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2013

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

     

Ports

 

Railroads

       

Asia

 

8,656

 

484,133

 

 

 

 

 

 

 

 

 

 

 

492,789

North America

 

148,674

                         

148,674

Latin America

 

30,531

 

 

 

 

 

 

 

 

 

 

 

 

 

30,531

Europe

 

434,781

 

175,278

                     

610,059

Other

 

11,264

 

 

 

 

 

 

 

 

 

 

 

(243,315)

 

(232,051)

Foreign market

 

633,906

 

659,411

 

 

 

 

 

(243,315)

 

1,050,002

Domestic market

 

2,313,402

 

87,340

 

39,487

 

225,072

 

46,607

 

97,877

 

(217,804)

 

2,591,981

TOTAL

 

2,947,308

 

746,751

 

39,487

 

225,072

 

46,607

 

97,877

 

(461,119)

 

3,641,983

                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2012

Profit or loss

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

     

Ports

 

Railroads

       

Metric tons (thou.) - (not reviewed) (*)

 

1,304,205  

 

5,215,831

 

 

 

 

 

 

 

465,742

 

 

 

 

Net revenues

                               

Domestic market

 

1,935,455

 

143,532

 

32,615

 

248,268

 

54,748

 

86,751

 

36,831

 

2,538,200

Foreign market

 

463,678

 

987,200

 

 

 

 

 

(553,594)

 

897,284

Total net revenue (Note 21)

 

2,399,133

 

1,130,732

 

32,615

 

248,268

 

54,748

 

86,751

 

(516,763)

 

3,435,484

Cost of sales and services (Note 22)

 

(2,005,711) 

 

(574,179)

 

(20,092)

 

(175,050)

 

(32,344)

 

(65,390)

 

448,458

 

(2,424,308)

Gross profit

 

393,422

 

556,553

 

12,523

 

73,218

 

22,404

 

21,361

 

(68,305)

 

1,011,176

General and administrative expenses (Note 22)

 

(115,635) 

 

(13,229)

 

(5,013)

 

(21,647)

 

(5,575)

 

(18,851)

 

(59,069)

 

(239,019)

Depreciation (Note 11 b)

 

188,043

 

46,321

 

1,543

 

36,134

 

4,377

 

5,352

 

(30,326)

 

251,444

Proportional EBITDA of jointly controlled entities

                         

89,898  

 

89,898

Adjusted EBITDA

 

465,830

 

589,645

 

9,053

 

87,705

 

21,206

 

7,862

 

(67,802)

 

1,113,499

                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3/31/2012

Sales by geographic area

 

Steel

 

Mining

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate
expenses/
elimination

 

Consolidated

     

Ports

 

Railroads

       

Asia

 

 

 

747,250

 

 

 

 

 

 

 

 

 

 

 

747,250

North America

 

130,710

                         

130,710

Latin America

 

34,532

 

 

 

 

 

 

 

 

 

 

 

 

 

34,532

Europe

 

293,454

 

239,950

                     

533,404

Other

 

4,982

 

 

 

 

 

 

 

 

 

 

 

(553,594)

 

(548,612)

Foreign market

 

463,678

 

987,200

 

 

 

 

 

(553,594)

 

897,284

Domestic market

 

1,935,455

 

143,532

 

32,615

 

248,268

 

54,748

 

86,751

 

36,831

 

2,538,200

TOTAL

 

2,399,133

 

1,130,732

 

32,615

 

248,268

 

54,748

 

86,751

 

(516,763)

 

3,435,484

 

 

(*) 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). 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.

 

PAGE 94 of 108

 


 

 

 

       

Consolidated

   

3/31/2013

 

3/31/2012

Profit for the period

 

16,316

 

92,635

Depreciation (Note 11 b)

 

287,236

 

251,444

Income tax and social contribution (Note 9)

 

(141,978)

 

(32,128)

Finance income (Note 24)

 

527,283

 

638,664

EBITDA

 

688,857

 

950,615

Other operating income (expenses) (Note 23)

 

94,644

 

108,778

Share of profits (losses) of investees

 

(16,695)

 

(35,792)

Proportional EBITDA of jointly controlled entities

 

135,118

 

89,898

Adjusted EBITDA (*)

 

901,924

 

1,113,499

         

 

 

(*) 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.

 

26.   EARNINGS PER SHARE (EPS)  

 

Basic earnings per share:

 

Basic earnings 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

 

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

 

Common shares

 

Common shares

Profit for the period

             

Attributed to owners of the Company

27,326

 

110,694

 

27,326

 

110,694

Weighted average number of shares

1,457,970

 

1,457,970

 

1,457,970

 

1,457,970

Basic and diluted EPS

0.01874

 

0.07592

 

0.01874

 

0.07592

 

 

27.   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.

 

 

PAGE 95 of 108

 


 

 

As of March 31, 2013 CBS has 33,358 participants (33,037 as of December 31, 2012), of whom 18,631 were active contributors (18,262 as of December 31, 2012), 9,565 were retired employees (9,587 as of December 31, 2012), and 5,162 were associated beneficiaries (5,188 as of December 31, 2012). Out of the total participants as of March 31, 2013, 13,295 belonged to the defined benefit plan, 18,502 to the mixed plan, and 1,561 to the CBSPrev Namisa 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 March 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$4.2  billion as of March 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.

 

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.

 

CBSPrev Namisa plan

 

This plan began on January 6, 2012 and is a defined contribution plan, with a small portion of defined benefit. 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 determined based on the accumulated amount by monthly contributions of participants and sponsors. To receive the benefit, each participant can opt for: (a) a percentage of up to 25% in a bullet payment and the remaining balance through a monthly income through a percentage applied to the fund generating the benefit, or (b) receive only a monthly income through a percentage applied to the fund generating the benefit.

 

 

 

 

 

PAGE 96 of 108

 


 

 

b.             Investment policy

 

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

 

The investment plan is reviewed annually and approved by the Decision-Making Board considering a 5-year horizon, as established by resolution CGPC 7 of December 4, 2003. The investment limits and criteria established in the policy are based on Resolution 3792/09 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 interim financial statements pursuant to CPC 33 (R1) and IAS 19 Employee Benefits

 

             

Consolidated

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

 

Actuarial asset (*)

 

Actuarial liability

Pension plan benefits

93,546

 

93,546

 

17,939

 

17,939

Post-employment healthcare benefits

       

547,652

 

547,652

 

93,546

 

93,546

 

565,591

 

565,591

   

 

         

 

(*) Beginning 2012, the Company elected to recognize in its balance sheet the asset and the balancing items thereto resulting from the actuarial valuation of surplus plans, in accordance with paragraph 65  of CPC 33 (R1) and IAS 19 Employee Benefits.    

 

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

                               

 

12/31/2012

Present value of defined benefit obligations

2,666,261

Fair value of plan assets

(2,923,483)

Deficit/(surplus)

(257,222)

Restriction to actuarial assets due to recovery limitation

181,615

Liabilities/(assets), net

(75,607)

Liabilities

17,939

Assets

(93,546)

Net liabilities/(assets) recognized in the balance sheet

(75,607)

   

 

 

Changes in the present value of defined benefit obligation during 2012 are as follows:

 

 

12/31/2012

Present value of obligations at the beginning of the year

2,153,649

Cost of services

5,801

Interest cost

215,850

Benefits paid

(193,563)

Actuarial loss/(gain)

484,524

Present value of obligations at the end of the year

2,666,261

   

Changes in the fair values of plan assets during 2012 are as follows:

 

 

12/31/2012

Fair value of assets at the beginning of the year

(2,384,450)

Expected return on plan assets

(272,406)

Sponsors' contributions

(3,797)

Benefits paid

193,563

Actuarial gains/(losses)

(456,393)

Fair value of assets at the end of the year

(2,923,483)

   

 

 
 

PAGE 97 of 108

 


 

 

The amounts recognized in the income statement for the year ended December 31, 2012 are comprised as follows:

 

 

12/31/2012

Cost of current services

5,801

Interest cost

215,850

Expected return on plan assets

(272,406)

Sponsors' contributions transferred in prior year

(3,797)

 

(54,552)

Total unrecognized costs (income) (*)

(37,477)

Total costs/(income) recognized in the income statement

(17,075)

Total costs (revenue), net

(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 2012 are as follows:

 

 

12/31/2012

Actuarial (gains) and losses

28,131

Restriction due to recovery limitation

6,688

 

34,819

Actuarial (gains) and losses recognized in other comprehensive income

(2,657)

Unrecognized actuarial (gains) and losses (*)

37,476

Total cost of actuarial (gains) and losses

34,819

   

 

 

(*) The actuarial loss results from the fluctuation in the investments that form CBS’s asset portfolio.

 

The history of actuarial gains and losses is as follows:

 

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

'1/1/2009

Present value of defined benefit obligations

2,666,261

 

2,153,649

 

1,982,556

 

1,731,767

 

(1,415,029)

Fair value of plan assets

(2,923,483)

 

(2,384,450)

 

(2,316,018)

 

(2,160,158)

 

1,396,350

Deficit/(surplus)

(257,222)

 

(230,801)

 

(333,462)

 

(428,391)

 

(18,679)

Experience adjustments to plan obligations

484,524

 

141,674

 

225,341

 

287,146

   

Experience adjustments to plan assets

456,393

 

(81,038)

 

40,669

 

664,341

   

 

 

 

PAGE 98 of 108

 


 

 

The main actuarial assumptions used were as follows:

 

 

12/31/2012

Actuarial financing method

Projected unit credit

Functional currency

Real (R$)

Recognition of plan assets

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

Nominal discount rate

9.31%

Inflation rate

5.00%

Nominal salary increase rate

6.05%

Nominal benefit increase rate

5.00%

Rate of return on investments (*)

9.31%

General mortality table

AT 2000 segregated by gender

Disability table

Mercer Disability with probabilities multiplied by 2

Disability mortality table

Winklevoss - 1%

Turnover table

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

Household of active participants

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

 

 

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

 

 

12/31/2012

Longevity at age of 65 for current participants

 

Male

19.55

Female

22.17

Longevity at age of 65 for current participants who are 40

 

Male

19.55

Female

22.17

 

 

Allocation of plan assets:

 

 

 

 

12/31/2012

Variable income

110,668

 

3.79%

Fixed income

2,631,187

 

90.00%

Real estate

118,739

 

4.06%

Other

62,889

 

2.15%

Total

2,923,483

 

100.00%

       

 

 

The actual return on plan assets was 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.

 

PAGE 99 of 108

 


 

 

 

For the defined benefit plans, there were no expenses for the quarter ended March 31, 2013 (R$17,389 for the quarter ended March 31, 2012). 

 

For the mixed supplementary pension plan, which has defined contribution components, the expense for the quarter ended March 31, 2013 was R$6,954 (R$6,587 for the quarter ended March 31, 2012).

 

For the defined contribution plan CBSPrev Namisa, the expense for the quarter ended March 31, 2013 was R$317

 

d.             Expected contributions

 

Expected contributions of R$3,291  will be paid to defined benefits plans in 2013.

 

For the mixed supplementary pension plan, which has defined contribution components, expected contributions of R$27,980 will be paid in 2013.

 

e.             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:

 

 

3/31/2013

 

12/31/2012

Present value of obligations

547,652

 

547,652

Liabilities

547,652

 

547,652

       

 

 

The reconciliation of liabilities for healthcare benefits is as follows:

 

 

12/31/2012

Actuarial liabilities at the beginning of the year

457,377

Interest on actuarial obligation

45,967

Sponsors' contributions transferred in prior year

(32,874)

Recognition of (gain)/loss for the year

77,182

Actuarial liabilities at the end of the year

547,652

   

 

 

For the post-employment healthcare benefit plan, the expense for the quarter ended March 31, 2013 was R$7,759 (R$7,786 for the quarter ended March 31, 2012).

 

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

 

 

12/31/2012

Actuarial loss on obligation

77,182

Loss recognized in shareholders' equity

77,182

 

 

 

 

 

PAGE 100 of 108

 


 

 

The history of actuarial gains and losses is as follows:

 

 

12/31/2012

 

12/31/2011

 

12/31/2010

 

12/31/2009

 

1/1/2009

Present value of defined benefit obligation

547,652

 

457,377

 

367,839

 

317,145

 

(296,608)

Deficit/(surplus)

547,652

 

457,377

 

367,839

 

317,145

 

(296,608)

Experience adjustments to plan obligations

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:

 

 

12/31/2012

 

Increase

 

Reduction

Effect on total cost of current service and finance cost

 

 

 

Effect on defined benefit obligation

54,292  

 

(46,668)

 

 

The actuarial assumptions used for calculating postemployment healthcare benefits were:

 

 

12/31/2012

Biometrics

 

General mortality table

AT 2000 segregated by gender

Turnover

n/a

Household

Actual household

 

 

 

 

Financial

 

Actuarial nominal discount rate

9.31%

Inflation

5.00%

Nominal increase in medical cost based on age

5.53% - 8.15%

Nominal medical costs growth rate

8.15%

Average medical cost

345.61

 

 

 

 

 

 

PAGE 101 of 108

 


 

 

28.   GUARANTEES 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

Maturities

 

Loans

 

Tax foreclosure

 

Other

 

Total

         

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

 

3/31/2013

 

12/31/2012

Transnordestina

R$

 

Up to 5/08/2028 and indefinite

 

1,744,274

 

1,626,509

 

20,600

 

1,800

 

4,866

 

4,866

 

1,769,740

 

1,633,175

                                       

CSN Cimentos

R$

 

Up to 11/18/2014 and indefinite

         

25,403

 

25,403

 

42,397

 

42,397

 

67,800

 

67,800

                                       

Prada

R$

 

Up to 2/07/2014 and indefinite

 

 

 

 

 

10,133

 

10,133

 

21,616

 

21,616

 

31,749

 

31,749

                                       

Itá Energética

R$

 

9/15/2013

 

 

7,326

                 

 

7,326

                                       

CSN Energia

R$

 

Up to 12/30/2012 and indefinite

 

 

 

 

 

4,192

 

4,192

 

 

 

 

 

4,192

 

4,192

                                       

Congonhas Minérios

R$

 

5/21/2018

 

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$

       

3,745,277

 

3,634,838

 

60,328

 

41,528

 

68,879

 

68,879

 

3,874,484

 

3,745,245

                                       

CSN Islands VIII

US$

 

12/16/2013

 

550,000

 

550,000

 

 

 

 

 

 

 

 

 

550,000

 

550,000

                                       

CSN Islands IX

US$

 

1/15/2015

 

400,000

 

400,000

                 

400,000

 

400,000

                                       

CSN Islands XI

US$

 

9/21/2019

 

750,000

 

750,000

 

 

 

 

 

 

 

 

 

750,000

 

750,000

                                       

CSN Islands XII

US$

 

Perpetual

 

1,000,000

 

1,000,000

                 

1,000,000

 

1,000,000

                                       

CSN Resources

US$

 

7/21/2020

 

1,200,000

 

1,200,000

 

 

 

 

 

 

 

 

 

1,200,000

 

1,200,000

                                       

Total in US$

       

3,900,000

 

3,900,000

 

 

 

 

 

 

 

 

 

3,900,000

 

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$

 

 

 

 

8,164,056

 

8,218,991

 

 

 

 

 

 

 

 

 

8,164,056

 

8,218,991

         

11,909,333

 

11,853,829

 

60,328

 

41,528

 

68,879

 

68,879

 

12,038,540

 

11,964,236

 

 

 

PAGE 102 of 108

 


 

 

29.   COMMITMENTS  

 

a.             Take-or-pay contracts

 

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

 

         

Payments in the period

 

 

 

 

 

 

 

 

 

 

 

 

Contraparte

Type of service

 

Agreement terms and conditions

 

2012

 

2013

 

2013

 

2014

 

2015

 

2016

 

After 2016

 

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.

 

39,999

 

24,459

 

40,456

 

53,941

 

53,941

 

26,971

 

 

 

175,309

                                       

MRS Logística

Steel products transportation

 

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

 

18,113

 

15,937

 

49,137

 

65,516

 

65,516

 

27,298

     

207,467

                                       

MRS Logística

Iron ore, coke and coal transportation.

 

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

 

269

 

18,689

 

99,578

 

132,770

 

132,770

 

132,770

 

1,316,637

 

1,814,525

                                       

FCA

Mining products transportation.

 

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

     

36

 

52,363

                 

52,363

                                       

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.

 

2,268  

 

173

 

20,475

 

27,300

 

27,300

 

27,300

 

91,001

 

193,376

                                       

(*) ALL

Railway transportation of steel products.

 

Rail transportation of at least, 20,000 metric tons of steel products monthly, which can vary 10% up or down, originated at the Água Branca Terminal in São Paulo for CSN PR in Araucária, State of Paraná.

 

2,866

 

1,898

                     

-

                                       

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.

 

29,828

 

19,356

 

20,419

 

27,226

 

27,226

 

27,226

 

 

 

102,097

                                       

(*) CEG Rio

Supply of natural gas

 

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

 

124,160

 

35,575

 

282,669

                 

282,669

                                       

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.

 

89,972

 

35,863

 

118,584

 

105,408

 

 

 

 

 

 

 

223,992

                                       

Compagás

Supply of natural gas.

 

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

 

3,736

 

5,778

 

11,761

 

15,681

 

15,681

 

15,681

 

125,449

 

184,253

                                       

COPEL

Power supply.

 

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

 

 

 

3,622

 

2,851

 

8,553

 

8,553

 

8,553

 

37,063

 

65,573

                                       

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.

 

2,154

 

1,904

 

5,305

 

7,074

 

7,074

 

7,074

 

51,285

 

77,812

                                       

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.

 

11,005

 

9,861

 

22,500

 

15,000

 

 

 

 

 

 

 

37,500

                                       

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.

 

10,555

 

9,607

 

8,081

                 

8,081

(*) in renegotiation phase.

                               

 

 

 

 

 

334,925

 

182,758

 

734,179

 

458,469

 

338,061

 

272,873

 

1,621,435

 

3,425,017

 

 

b.             Concession agreements

 

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

 

Company

     

 

   

Concession

 

Type of service

 

2013

 

2014

 

2015

 

2016

 

After 2016

 

Total

MRS

 

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

 

64,835

 

86,446

 

86,446

 

86,446

 

799,626

 

1,123,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transnordestina

 

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. This railway system covers 4,238 kilometers of railroads in the states of Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

5,228  

 

5,228

 

5,228

 

5,228

 

54,456

 

75,368

                             

Tecar

 

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

 

158,453

 

185,771

 

185,771

 

185,771

 

1,114,626

 

1,830,392

                             

Tecon

 

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

 

17,879

 

23,838

 

23,838

 

23,838

 

214,546

 

303,939

                             

 

 

 

 

246,395

 

301,283

 

301,283

 

301,283

 

2,183,254

 

3,333,498

 

 

 

 

PAGE 103 of 108

 


 

 

30.   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 2012, 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, 2012 to June 30, 2013.  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, Mineração Arcos, CSN Paraná, CSN Porto Real, Terminal de Cargas Tecar, Terminal Tecon, Namisa and CSN Cimentos. 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 interim financial staements and, accordingly, were not reviewed by our independent auditors.

 

31.   ADDITIONAL INFORMATION TO CASH FLOWS

 

     

Consolidated

     

Parent Company

 

3/31/2013

 

3/31/2012

 

3/31/2013

 

3/31/2012

Deferred income tax and social contribution paid

9,295

 

873

 

 

 

 

Increase of PP&E with interest capitalization

116,774

 

102,526

 

71,320

 

67,011

 

126,069

 

103,399

 

71,320

 

67,011

               

 

 

32.   EVENTS AFTER THE REPORTING PERIOD

                                                                                                                                                                                                 

·       Infraction notice - INEA

 

On April 9, 2013 the company received from the INEA (State Environmental Institute) Infraction Notice No. COGEFISEAI/00138575 (Proceeding No. E-07/002,4266/2013), under which it imposes as fine of R$35,000 for alleged soil and water contamination in the Volta Grande IV district, Volta Redonda, RJ.

The Company is assessing, with its legal counsel, the content of this notice and will take all the applicable legal actions to challenge it.

 

·       Issue of Export Credit Note

 

In April 2013, the Company contracted an Export Credit Note amounting to R$200,000 from Banco do Brasil, which will mature in April 2017. This NCE (export credit note) bears interest equivalent to 107% of the average CDI as released by CETIP. Interest will be paid semiannually, in April and October.

 

 

 

 

 

 

PAGE 104 of 108

 


 

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

 

To the Board of Directors and Shareholders of

Companhia Siderúrgica Nacional

São Paulo – SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Companhia Siderúrgica Nacional (the “Company”), included in the Interim Financial Information Form (ITR), for the quarter ended March 31, 2013, which comprises the balance sheet as of March 31, 2013 and the related income statement, comprehensive income, changes in equity and cash flows for the three-month period then ended, including the explanatory notes.

Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the individual interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the Brazilian Securities Commission.

 

PAGE 105 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

Conclusion on the consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the Brazilian Securities Commission.

Emphasis of 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 interim financial information relating to income statement, comprehensive income, changes in equity, cash flows and value added (supplemental information) for the three months ended March 31, 2012, presented for comparative purposes, have been adjusted and are restated as required by CPC 23 - Accounting Policies, Changes in Accounting Estimates and Errors and CPC 26 (R1) - Presentation of Financial Statements. Our conclusion is not qualified in respect of this matter.

Other matters

Statements of value added

We have also reviewed the individual and consolidated interim statements of value added, for the three-month period ended March 31, 2013, prepared under the responsibility of the Company's management, the presentation of which is required by the standards issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Interim Financial Information (ITR), and considered as supplemental information for IFRS that does not require the presentation of DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.

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.

 

 

 

 

PAGE 106 of 108

 


 

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

 

ITR –– Quarterly Financial Information - March 31, 2013 – CIA SIDERURGICA NACIONAL 

Version: 1

 

The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, May 14, 2013

DELOITTE TOUCHE TOHMATSU

Roberto Wagner Promenzio

Auditores Independentes

Engagement Partner

 

 

 
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: June 03, 2013
 
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.