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____
Management's Proposal
Extraordinary Shareholders’ Meeting
Dear Shareholders
Below is the Management's proposal of Companhia Siderúrgica Nacional (“Company”) on the matters to be resolved at the Extraordinary Shareholders’ Meeting of the Company, to be held on December 11, 2017, at 11 a.m., in our headquarters, at Av. Brig. Faria Lima, 3400, 20º andar, in São Paulo - SP (“ESM”), which will resolve on the following matters:
(i) re-approve the Financial Statements for the fiscal year ended on December 31, 2015, restated by the Management; and
(ii) take the management’s accounts, assess, discuss and vote on the Company's Financial Statements for the fiscal year ended on December 31, 2016.
We propose that the Company’s shareholders make an assessment of the management’ accounts and approve the new Financial Statements for the fiscal year ended on December 31, 2015, voluntarily restated by the Company’s Management (“Restated Financial Statements”), as well as the Financial Statements and Management’s Report for the fiscal year ended on December 31, 2016 (“2016 Financial Statements”), as disclosed on October 28, 2017, on the websites of CVM - Brazilian Securities and Exchange Commission (www.cvm.gov.br), of B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and on the Investor Relations Webpage of the Company (www.csn.com.br/ri).
As explained in detail in explanatory note 2.ab of the Financial Statements disclosed on October 28, at the end of 2016, the Company decided to review the accounting treatment given to the transaction carried out by the Company on November 30, 2015 and concluded on December 31, 2015, which resulted in the combination of the businesses of mining and related logistics regarding its subsidiary CSN Mineração S.A (“CSN Mineração”) and Nacional Minérios S.A. (“Namisa”), with no change to its business structure, which resulted in significant adjustments and, therefore, the need to restate the financial statements for the year ended on December 31, 2015. It should be noted that these financial statements, in turn, had already been voluntarily restated on November 14, 2016 due to the change in the interpretation of Technical Pronouncement CPC 15/IFRS 3 - Business Combination identified during discussions of the Company with its independent auditors on the accounting procedure for the submission of the item of interest of non-controlling shareholders of CSN Mineração in the consolidated financial statements.
With the reopening of the financial statements for the year ended on December 31, 2015, there was a detailed review of the transaction of the aforementioned business combination, as well as a thorough review of several items and transactions, including studies to support the establishment and maintenance of the amounts of long-term assets, such as investments in subsidiaries and affiliates, goodwill, property, plant and equipment and tax credits. Due to this review, one long-term asset that depends on estimates with observable assumptions was re-evaluated and, in turn, had its forecast of actualization adjusted.
Thus, the financial statements for the year ended on December 31, 2015, originally dated of March 28, 2016 and resubmitted on November 14, 2016 due to the adjustments in the non-controlling shareholders’ interest, were restated for the second time as a result of the detailed reviews mentioned above, which led to significant adjustments in the following items:
a) Business combination between CSN Mineração and Namisa; and
b) Forecast of actualization of tax credits from income tax and social contribution.
Due to these adjustments, the 2015 Financial Statements have undergone the following changes:
· Income Statement
Amounts in R$ thousand
· Balance Sheet
Amounts in R$ thousand
As a result, a loss was recorded in the fiscal year ended on December 31, 2015, in the amount of R$1,214,120,757.10, and there is no proposal to allocate the result. The loss ascertained shall be absorbed by the existing profit reserves up to the limit available, pursuant to the Sole Paragraph of Article 189 of Law 6404/76 and the remaining balance shall be allocated in the Account of Accumulated Losses.
Thus, although the 2016 annual shareholders’ meeting, held on April 28, 2016, established that the interim dividends stated by the Company, in March 2015, in the amount of R$275,000,000.00, would be allocated to the minimum mandatory dividend for the year ended in 2015, since the Restated Financial Statements had no net income, the said dividends were distributed from the profit reserve account (statutory reserve of working capital) existing at the time of the distribution.
In addition, given that a loss was recorded in the fiscal year ended on December 31, 2016, in the amount of R$934,746,624.28, there is also no proposal for allocation of the result, since all the loss calculated will be fully allocated to the Account of Accumulated Losses.
In this sense, we report that Attachment 9-1-II of CVM Instruction No. 481/09 is not being presented, since a loss was recorded in the 2015 and 2016 fiscal years.
We further clarify that the matters included in the ESM’s agenda were not resolved at the Annual Shareholders’ Meeting held on July 3, 2017, because the 2016 Financial Statements and the Restated Financial Statements were not yet available on the date.
We highlight, as appropriate, that the Company's Audit Committee recommended the approval of the 2016 Financial Statements and the Restated Financial Statements in a meeting held on October 27, 2017, whose summary was also made available by the Company on the websites of CVM and B3, through the Empresas.Net System.
In addition, we also highlight, pursuant to Item III of Article 9 of CVM Instruction No. 481, of December 17, 2009 (“CVM Instruction 481/09”), as amended, that the information in Attachment I of this proposal reflects our comments on the Company's financial situation, as well as on the 2016 Financial Statements and the Restated Financial Statements.
São Paulo, November 10, 2017.
The Management
Companhia Siderúrgica Nacional
Attachment I - Comments of the Officers
(pursuant to item 10 of Attachment 24 of CVMI 480)
Base Date: December 31, 2016
10.1 - The comments below refer to the consolidated financial statements of the Company for the year ended on December 31, 2016, December 31, 2015 and December 31, 2014.
10.2
In 2016, there was no introduction or disposal of operating segment. |
· Sale of Cia. Metalic Nordeste (“Metalic”) On November 30, 2016, the Company sold 100% (one hundred percent) of the shares issued by its subsidiary Cia. Metalic Nordeste to Can-Pack Brasil Indústria de Embalagens Ltda. for R$372,536,929.29. In compliance with the criteria of CPC 31 (Noncurrent Assets Held for Sale and Discontinued Operations), the Company reclassified the investment and results of September 30, 2016 to the Assets Held for Sale group, in the amount of R$123,289,258.60 and the accumulated results of September 2016 and of the 2015 fiscal year, in the amount of R$(6,786,426.26) and R$1,911,203.36, respectively, to the Discontinued Operations group, to meet the requirements of the CPC and allow a better comparability. |
In 2016, there were no unusual events or transactions that significantly affected the Company's business. |
10.4
The table below lists the standards and interpretations issued by IASB (International Accounting Standard Board), but that have not yet come into effect and have not been adopted in advance by the Company for the year ended on December 31, 2016, since the adoption is not allowed for entities that disclose their financial statements in accordance with the accounting practices adopted in Brazil. To date, the impacts of the new standards are under study and evaluation and, therefore, the Management is unable to establish the qualitative and quantitative effects of the application of these standards. In addition to those listed below, there are no other standards and interpretations issued and not yet adopted that may, in the Management's opinion, have a significant impact on the results or equity disclosed by the Company. | ||
Standard |
Main points introduced by the standard |
Comes into effect on |
IFRS 9 - Financial Instruments |
IFRS 9 maintains, but simplifies, the combined measurement model and establishes two main categories of measurement for financial assets: amortized cost and fair value. The classification depends on the entity's business model and on the characteristics of the contractual cash flow of the financial asset. |
January 1, 2018 |
For financial liabilities, the standard maintains most of the requirements of IAS 39. | ||
The main change refers to cases in which the calculated fair value of the financial liabilities should be segregated so that the part concerning the fair value related to the credit risk of the entity itself is accounted in “Other comprehensive results” and not in the result of the period. | ||
The guidance in IAS 39 on impairment of financial assets and hedge accounting remains applicable. | ||
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This new standard provides the principles that an entity will apply to establish the revenue measurement and when it should be accounted. |
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IFRS15 - Revenue from Agreements with Customers |
The standard replaces IAS 11 - Construction agreements, IAS 18 - Revenues and corresponding interpretations. |
January 1, 2018 |
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This new standard establishes the principles to account, measure, present and disclose leases and introduces a single model for the accounting of leases in the balance sheet for the lessees. A lessee accounts an asset of right of use that represents its right to use the leased asset and a lease liability that represents its obligation to pay for the lease. Optional exemptions are available for short-term leases and low-cost items. For lessors, the accounting treatment remains basically the same, with the classification of leases as operating leases or financial leases, and the accounting of these two types of lease being different. IFRS 16 replaces the current lease standards, including IAS 17/CPC 06 (R1) - Leasing transactions and ICPC 03 (IFRIC 4, SIC 5 and SIC 27) - Other aspects of leasing transactions. |
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IFRS16 - Leases |
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January 1, 2019 | |
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Initiative of |
The changes require additional disclosures that enable the users of the financial statements to understand and assess the changes in liabilities arising from financing activities, both cash flow and other changes. |
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Disclosure |
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(Changes to the |
January 1, 2017 | |
CPC 26/IAS 1) |
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Accounting |
The changes clarify the accounting of assets deferred taxes for unrealized losses on debt instruments measured at fair value. |
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of Assets |
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Deferred Taxes |
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for Unrealized |
January 1, 2017 | |
Losses |
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(Changes to the |
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CPC 32/IAS 12) |
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IFRIC 22 - Transaction in Foreign Currency and Early Payment |
This interpretation deals with transaction in foreign currency (or part thereof) when the entity recognizes the non-monetary asset or non-monetary liability arising from the payment or early receipt before the entity accounting the related asset, expense or revenue (or part thereof). |
January 1, 2018 |
IFRIC 23 - Uncertainties Regarding Tax Treatments |
It may not be clear how the tax law may be applied to a particular transaction or circumstance. This interpretation complements CPC 32/IAS 12 - Taxes on profit, clarifying how to deal with the effects of uncertainty in the accounting of taxes on profit. |
January 1, 2019 |
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There was no change in accounting practice. | ||
c) reservations and emphasis in the auditor's legal opinion: | ||
Reservations We report that there are no reservations in the independent auditors' reports regarding the 2016, 2015 and 2014 fiscal years.
Emphasis We comment below the emphasis paragraphs in the independent auditors' report for the 2016 and 2015 fiscal years.
1. Restatement of financial statements of December 31, 2015
At the end of 2016, the Company decided to review the accounting treatment given to the transaction made by the Company on November 30, 2015 and concluded on December 31, 2015, which resulted in the combination of the mining and related logistics businesses of its subsidiary CSN Mineração S.A. (former Congonhas Minérios S.A.) and Nacional Minérios S.A. (NAMISA), with no change in its business structure, which led to significant adjustments and, therefore, the need to restate the financial statements for the year ended on December 31, 2015. It should be noted that these financial statements, in turn, had already been voluntarily restated on November 14, 2016 due to the change of the interpretation of Technical Pronouncement CPC 15/IFRS 3 - Business Combination identified during discussions of the Company with its independent auditors on the accounting procedure for the presentation of the item of interest of non-controlling shareholders of CSN Mineração S.A. in the consolidated financial statements.
With the reopening of the financial statements for the year ended on December 31, 2015, there was a detailed review of the transaction of the aforementioned business combination, as well as a thorough review of several items and transactions, including studies to support the recognition and maintenance of the amounts of long-term assets, such as investments in subsidiaries and affiliates, goodwill, property, plant and equipment and tax credits. Due to this review, one long-term asset that depends on estimates with observable premises was re-evaluated and, in turn, had its forecast of actualization adjusted.
Thus, the financial statements for the year ended on December 31, 2015, originally dated of March 28, 2016 and resubmitted on November 14, 2016 due to the adjustments in the non-controlling shareholders’ interest, were restated for the second time as a result of the detailed reviews mentioned above.
2. Operational continuity of the jointly-owned subsidiary Transnordestina Logística S.A.
Explanatory note No. 10.d) of the financial statements for the year ended on December 31, 2016, describes the stage of completion of the new railway network of the jointly-owned subsidiary Transnordestina Logística S.A. (“TLSA”), currently under construction, and whose deadline for completion of the project, initially scheduled for January 2017, is currently under review and discussion with government agencies. The completion of the project’s construction works, and the consequent start-up depend on the continued availability of resources from its shareholders and third parties.
In this sense, TLSA carried out an impairment test of its own long-term assets using the discounted cash flow method. In addition, CSN, as an investor, carried out an impairment test of its interest in TLSA through the dividend distribution capacity of TLSA, a methodology known as Dividend Discount Model, or DDM, to remunerate the capital invested by its shareholders. Further details on the impairment test and assumptions used are included in explanatory note n.10.d) of the financial statements for the year ended on December 31, 2016. As a result of the test carried out, the Company recognized a loss in the value-added of the investment of TLSA in the amount of R$387,989 thousand recorded in other operating and R$131,916 thousand in deferred taxes. |
10.5 The officers must appoint and comment on the Company's key accounting policies, in particular the accounting estimates made by management on matters that are uncertain and significant to the description of the financial situation and results that require subjective or complex evaluation, such as: provisions, contingencies, revenue accounting, tax credits, long-term assets, useful lives of noncurrent assets, pension plans, exchange adjustments to foreign currency, costs with environmental recovery, criteria for the test of assets recovery and financial instruments
Key accounting policies of the Company: |
The preparation of the financial statements in accordance with International Financial Reporting Standards (IFRS) and the standards issued by the Accounting Pronouncements Committee (CPC - Comitê de Pronunciamentos Contábeis) require the use of certain accounting estimates and also the evaluation of the management in the application of the Company's accounting policies.
The estimates are based on the best current knowledge of each fiscal year. Changes in facts and circumstances may lead to a review of these estimates. Actual future results may differ from these estimates.
The significant assumptions and estimates that, in the evaluation of the Company's management, require deeper evaluation or are more complex in order to prepare the financial statements, are as follows:
(a) Cash and Cash Equivalents
Cash and cash equivalents include cash, bank deposits and other short-term investments of immediate liquidity, redeemable within 90 days after being contracted, promptly convertible into an amount known as cash and with insignificant risk of change in its market value. Bank certificates of deposit and government bonds that do not meet the criteria above are not considered cash equivalents and are classified as financial investments.
(b) Fair Value of Business Combination
The identifiable assets acquired and liabilities undertaken in a business combination are measured at fair values at the acquisition date, as required by CPC 15 (R1) “Business Combination”. Consequently, when establishing the allocation of the purchase price, the fair values of certain items are adjusted, such as inventories, property, plant and equipment, mines, actual value of noncurrent assets and liabilities, among others, which are established by valuation reports made by independent evaluators. As of acquisition date, the Company has a maximum term of 12 months (measurement period) to account other (better) information on the fair value accounted on the acquisition date. The acquisition method is used to account for each business combination carried out. The Company accounts the non-controlling interest in its financial statements, by the proportional percentage of the fair value of the net assets of the acquiree.
Goodwill is represented by the positive difference between the amount paid and/or payable for the acquisition of a business and the net amount of the fair value of the assets and liabilities of the subsidiary acquired. If there is a gain due to an advantageous purchase, the Company must immediately account the result for the period, at the acquisition date.
(c) Asset’s Useful Life
Depreciation is calculated by the linear method based on the remaining useful life of the assets as per note 11 of the consolidated financial statements. The useful lives initially established by independent experts are reviewed, at least every year, for all units. If there are parts of a fixed asset with different useful lives, these parts are accounted separately as items of property, plant and equipment.
(d) Mineral Reserves and Useful Life of Mines
Estimates of proven and likely reserves are periodically evaluated and updated. These reserves are established using geological assessment techniques generally accepted. The calculation of reserves requires the use of several assumptions by the mining team and changes in some of these assumptions may have a significant impact on the likely and proven reserves recorded and on the useful life of the mines.
(e) Impairment Test of Tangible and Intangible Assets
Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually to verify the impairment. Assets that are subject to amortization or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the book value may not be recoverable. The amount accounted in an impairment loss corresponds to the book value of the asset that exceeds its recoverable value, this being the higher amount between the asset's fair value less costs to sell and its value in use. To carry out the impairment evaluation, the assets are grouped at the lowest levels for which there are separately identifiable cash inflows (Cash Generating Units - CGUs). Non-financial assets, except goodwill, that have been impaired are subsequently reviewed to verify a possible reversal of the impairment at the reporting date.
For equity instruments (share) classified as available for sale, a significant or prolonged decrease in the fair value of the security below its cost is also evidence that the assets are impaired. An evaluation is needed to identify a “significant” or “prolonged” decrease, and several factors are evaluated, such as the historical variations of the share price, duration and proportion in which the fair value of the investment is lower than its cost, in addition to the financial health and short-term business prospects for the investee, such as industry and segment performance, changes in technology and operating and financial cash flow.
(f) Pension and Post-Employment Benefits
The pension plans granted by the Company substantially cover all employees. The amounts recorded depend on several assumptions that are established by actuarial calculations, in accordance with CPC 33 (R1) - Employee’s benefits. These assumptions are described in note 28 of the Company's consolidated financial statements and include, among others, the return rate on investments and nominal salary growth. When the benefits of a plan are increased, the part of the increased benefit related to past employees’ service is accounted as profit or loss by the linear method over the average term until the benefits become vested. Under the condition of the benefits becoming vested, the expense is immediately accounted in the result.
The Company opted to immediately account all actuarial gains and losses resulting from current benefit plans in other comprehensive results and subsequently transferred to accumulated profit or loss. In the event of extinction of the plan, the accumulated actuarial gains and losses are accounted in the result.
The Company and some subsidiaries offered post-retirement health benefits to their employees. The expected costs of these benefits were accrued throughout the employment, using the same accounting methodology that is used for the current pension plan benefits.
These obligations are evaluated annually with qualified independent actuaries.
(g) Provisions
Provisions for legal proceedings are account only when the possibility of loss is considered likely and the amount can be estimated with reasonable certainty. This estimation is carried out by the Company's management together with legal advisors. The estimates are duly recognized in our financial statements in accordance with CPC 25 - Provisions, Contingent Liabilities and Contingent Assets.
The Company is also involved in legal and administrative proceedings in order to obtain or defend legal rights in tax matters that it deems unconstitutional and considers that the amounts should not be paid. The amounts accounted for these tax disputes and other contingencies may be subject to future changes, due to the developments in each case, such as changes in legislation or specific final court ruling for the Company. In the currently uncertain Brazilian legal environment, as well as in other jurisdictions, require the management to make estimates and evaluations regarding the results of future events. Other details on provisions can be found in explanatory note 18 of the Company's consolidated financial statements.
(h) Deferred Income Tax and Social Contribution
The actual and deferred income tax and social contribution are calculated based on the tax laws enacted on the date of the balance sheet, including in countries where the Group operates and generates taxable income. The management periodically evaluates the positions taken in the ascertainment of income taxes, assessing situations in which the applicable tax regulations may have different interpretations. The Company establishes provisions, when appropriate, based on the estimated amounts of payment to the tax authorities. Actual and deferred taxes are accounted in the result, unless related to the business combination, or items accounted directly in the net equity.
The actual tax is the event to be paid or expected to be received on the taxable profit or loss for the year at rates decreed on the date of submission of the financial statements and any adjustment to taxes payable concerning prior years.
The deferred tax is established for temporary differences between the book value of assets and liabilities for accounting purposes and the corresponding amounts used for tax purposes. The deferred tax is not established for temporary differences from the initial accounting of assets and liabilities in a transaction that is not a business combination and does not affect the accounting profit nor loss or tax loss, and the differences concerning investments in subsidiaries when it is likely that they will not be reversed in the foreseeable future.
In addition, the deferred tax liabilities are not established for temporary tax differences from the initial accounting of goodwill. The deferred tax is measured by applying the rates that are expected to be applied to temporary differences when they are reversed, based on the laws issued up to the date of submission of the financial statements. The actual tax income and social contribution are submitted as net, by the taxpayer, in liabilities when there are amounts payable, or in assets when the amounts paid in advance exceed the total amount due at the reporting date.
The deferred tax assets and liabilities are offset if there is a legal right to offset actual tax liabilities and assets and they are related to income taxes levied by the same taxing authority on the same taxable entity.
An asset of deferred income tax and social contribution is established for tax losses, tax credits and deductible temporary differences not used, in cases in which is likely that the future taxable income will be available and against which it will be used. A review is carried out annually to verify the existence of taxable future profits and a provision for loss is established when the realization of these credits is not likely in a period of less than 10 years.
(i) Provisions for Doubtful Credits
Estimated losses with doubtful credits were established in an amount considered enough to withstand possible losses. To establish these estimated losses the management's assessment considers the client's background, financial situation and the position of our legal advisors regarding the receipt of these credits.
(j) Fair Value of Derivative Financial Instruments
· Derivative instruments
The Company accounts in its balance sheet all derivative financial instruments at fair value. Certain derivative instruments do not qualify for hedge accounting. The variation in the fair value of any of these derivative instruments are immediately included in the income statement under “financial result”.
Regarding the measurement of the fair value, we must address factors such as the exchange rate and future interest rates. For a better understanding of the possible impact of the exchange and interest rates on the Company's main instruments and positions, see explanatory note 13 of the Company's consolidated financial statements.
· Hedge activities
The Company adopts the hedge accounting and establishes certain financial liabilities as hedging instruments for exchange rate risks connected to cash flows from expected and highly likely exports (cash flow hedge).
At the beginning of the transaction, the Company documents the relationship between the hedging instruments and hedged items (expected exports), as well as the purposes of the risk management and the strategy to carry out several hedging transactions. The Company also documents its assessment, both at the start of the hedge and on an ongoing basis, that the hedge transactions are highly effective to offset variations in the cash flows of hedged items.
The effective part of the changes in the fair value of the financial liabilities established and classified as cash flow hedges is accounted in the net equity under “Hedge Accounting”. Gains or losses related to the non-effective part are accounted as financial income, when applicable.
The amounts accumulated in the equity are realized in the income statement for the periods in which the expected exports affect the result. When a hedge instrument prescribes or is settled in advance, or the hedge relationship no longer meets the Hedge Accounting criteria or if the Management decides to discontinue the Hedge Accounting, any cumulative gain or loss in the equity remains accounted in the net equity. When the expected transaction is carried out, the gain or loss will be reclassified as result. When an expected transaction is no longer expected, the cumulative gain or loss accounted in the net equity is immediately transferred to the income statement under “Financial income”.
The transfers of hedged amounts are shown in note 14.b |
10.6 Relevant items not evidenced in the Company's financial statements:
a) assets and liabilities held by the Company, directly or indirectly, that were not included on its balance sheet (off-balance sheet items), such as: (i) operating leases, assets and liabilities; (ii) wrote-off receivables portfolios on which the entity has risks and obligations, indicating their respective liabilities; (iii) agreements for future purchase and sale of goods or services; (iv) agreements for constructions not completed; (v) agreements to receive future financing. |
The Company has the following significant liabilities that are not included in its financial statements (amounts in R$ thousand): Take-or-Pay Agreements On December 31, 2016 and 2015, the Company had take-or-pay agreements, as shown in the table below:
Concession and Lease Agreements The future minimum payments regarding government concessions, on December 31, 2016, are as shown in the table below:
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b) other items not included in the financial statements: |
Not applicable. |
10.7. Concerning each of the items not evidenced in the financial statements indicated in item 10.8, comment on:
a) how these items change or may change the revenues, expenses, operating results, financial expenses or other items of the Company's financial statements: |
See item 10.6 |
b) nature and purpose of the transaction: |
See item 10.6 |
c) nature and amount of the obligations undertaken and of the rights generated in favor of the Company as a result of the transaction: |
See item 10.6 |
10.8. Main elements of the Company's business plan:
(a) investments, including: (i) quantitative and qualitative description of the investments in progress and the investments planned; (ii) sources of investment financing; and (iii) relevant divestitures in progress and planned divestitures. b) already disclosed acquisitions of plants, equipment, patents or other assets that should materially affect the productive capacity of the Company; |
Quantitative and Qualitative Description of Investments in Progress and Planned Investments The Company’s 2017 Investment Budget includes the conclusion of ongoing capital projects and current investment projects that are key to maintain the current conditions of operating capacity, environment and safety. New investments will be evaluated considering the market conditions, financial capacity and prospect to generate additional cash of each project. Considering these guidelines, the planned investments for 2017 are of around R$1 Bi. Up until September, R$720 million were already used, with the following highlights:
Steel industry: R$467 million, especially for current investment projects in UPV coke plants, environmental projects (TAC UPV), projects of technological modernization of the UPV, investments in operational safety at the UPV and maintenance projects of the other units; Mining: R$343 million, especially in current investments in dams, ongoing projects of iron ore processing, projects of volume increase and quality improvement of iron ore, studies for Stage 60 Mtpa in Tecar and current investment and maintenance projects at the units; Cement: R$96 million, especially in final balances of the Arcos project and current investments in the units; Other investments: R$94 million for current investments in other operations (such as FTL and Tecon) and corporate investments (such as IT).
In 2016, the investments made by the Company totaled R$1.6 billion, highlighting the following:
Cement: R$657 million for the conclusion of the new clinker kiln in Arcos; Steel industry: R$588 million, especially for current investment projects in UPV coke plants, environmental projects (TAC UPV), general repair to recover Alto Forno 2, conclusion of the expansion of the Mogi das Cruzes Service Center and maintenance projects of the other units; Mining: R$257 million, especially to pay the balance of mine equipment, ongoing projects in iron ore processing, studies for Stage 60 Mtpa in Tecar and current investment projects in the units; Other investments: R$130 million for current investments in other operations (such as FTL and Tecon) and corporate investments (such as IT); and
Following is a breakdown of the main investments planned by the Company: Mining (iron ore) Considering the market conditions, the financial capacity and the project’s prospect to generate additional cash, an initial study is being carried out to increase the production capacity of Casa de Pedra mine to 40 million tons per year and to increase the capacity in the Itaguaí/RJ (Tecar) Port from 45 million tons (capacity expanded in 2013) to 60 million tons. Steel Industry The investment plan for the coming years focuses on current investment projects with efficiency gains, such as the revamp of coke plants, steel mills, pickling, casting, as well as environmental projects (TAC UPV), technological updates at the UPV and maintenance projects in the other units. Cement CSN started the operation of a new clinker kiln in Arcos in the second half of 2016, where the company already operates a clinker kiln using its own limestone and two cement mills. With this project, the cement production capacity in the Southeast should reach 4.4 million tons per year. At a later stage, the company evaluates the implementation of an advanced milling unit, adding another 1 million tons. FTL - Ferrovia Transnordestina Logística S.A. A new company with the purpose of incorporating the spun-off portion of Transnordestina Logística S.A. and operating the former Northeast Network. It has a 30-year concession granted on December 31, 1997, renewable for another 30 years, to develop a public service in order to explore the railway system in northeast of Brazil. The railway system of the northeast covers 4,238 km of railroad network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte. The planned investments are current investment projects and update projects of the permanent track infrastructure, rolling material and operational management, in order to increase the competitiveness of the railway and attract new cargo volumes. Ports (Tecon) The container terminal (Tecon), managed by Sepetiba Tecon S.A., a company controlled by CSN, is a hub port of cargo. According to the Brazilian Association of Container Terminals for Public Use (ABRATEC - Associação Brasileira de Terminais de Contêineres de Uso Público), Tecon is positioned as the largest container terminal in Rio de Janeiro and one of the largest in Brazil in its segment. Tecon was recently expanded with the implementation of the 301-cradle equalization project, providing a continuous port for the simultaneous operation of large ships. With this project, the capacity of the terminal was increased to around 440 thousand containers per year. The planned investments are prioritized for current investment projects, focused on operating modernization.
Sources of Investment Financing The Company expects to finance the investments with its own resources, financing with public and private agents and possible strategic partnerships.
Relevant Divestitures in Progress and Planned Divestitures With the main purpose of reducing the Company's financial leverage, the management is committed to the goal of implementing a plan to dispose a set of assets and understands that part of those assets may be sold. However, it is not possible to state that the sale, within a 12-month period, is highly likely for any of the assets included. The Company considers several sales scenarios that vary according to different macroeconomic and operational assumptions. In this context, the Company did not segregate and did not reclassify such assets as discontinued operations in the financial statements, pursuant to CPC 31 (IFRS 5).
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c) new goods and services, indicating: (i) description of ongoing studies already disclosed; (ii) total amounts spent by the Company on studies to develop new goods or services; (iii) ongoing projects already disclosed; and (iv) total amounts spent by the Company in the development of new goods or services. |
CSN invests in research and development to improve its goods and processes to meet the market demands and the expectations of its customers. Among the goods developed, we may highlight:
Expenditure with studies on innovation for new goods and services totaled R$2,270 thousand in 2016. The following goods are under development:
· Maintenance of the development of CHQ (Cold Heading Quality); · Development of CHQ for the segment of consumables for welding; Expenditure with the development of new goods and services totaled R$16,276 thousand in 2016. |
10.9 Other factors that impacted, in a significant manner, the operating performance and have not been identified or commented on other items in this section |
All significant and relevant information were identified or commented on the other items in this section. |
COMPANHIA SIDERÚRGICA NACIONAL | |
By: |
/S/ Benjamin Steinbruch
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Benjamin Steinbruch
Chief Executive Officer |
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By: |
/S/ David Moise Salama
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David Moise Salama
Executive Officer |
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.