siddf2015_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 May 2, 2016
Commission File Number 1-14732
 

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

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

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

Yes _______ No ___X____


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Table of Contents

 

Company Information

 

Capital Breakdown

1

Cash distribution

2

Parent Company Financial Statements

 

Balance Sheet – Assets

3

Balance Sheet – Liabilities

4

Statement of Income

5

Statement of Comprehensive Income

6

Statement of Cash Flows

7

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 12/31/2015

9

1/1/2014 to 12/31/2014

10

Statement of Value Added

11

Consolidated Financial Statements

 

Balance Sheet – Assets

12

Balance Sheet – Liabilities

13

Statement of Income

14

Statement of Comprehensive Income

15

Statement of Cash Flows

16

Statement of Changes in Shareholders’ Equity

 

1/1/2015 to 12/31/2015

18

1/1/2014 to 12/31/2014

19

Statement of Value Added

20

Comments on the Company’s Consolidated Performance

21

Notes to the Financial Statements

30

Reports and Statements

 

Unqualified Independent Auditors’ Review Report

117

Opnion of the Supervisory Board or Equivalent Body

119

Statement of Diretors on the Financial Statements

120

Statement of Diretors on Auditors’ Report

121

 

 


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Company Information / Capital Breakdown

 

Number of Shares

(Units)

Current Quarter

12/31/2015

 

Paid-in Capital

 

 

Common

1,387,524,047

 

Preferred

0

 

Total

1,387,524,047

 

Treasury Shares

 

 

Common

30,391,000

 

Preferred

0

 

Total

30,391,000

 

 

 

 

1


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Company Information / Cash distribution

         
             

Event

Approval

Dividends

Initial Payment

Type of share

Class of share

Dividends per common share (R$/share)

             

Meeting of Board of Directors

03/11/2015

Dividends

03/19/2015

Ordinary

 

0.20263

 

 

 

 

 

 

 

             

 

 

 

2


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Parent Company Statements / Balance Sheet - Assets

 

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year 12/31/2015

First prior year
12/31/2014

Second prior year 12/31/2013

1

Total assets

45,605,526

49,599,467

0

1.01

Current assets

8,842,440

8,692,821

0

1.01.01

Cash and cash equivalents

1,885,199

3,146,393

0

1.01.02

Financial investments

763,599

0

0

1.01.02.02

Financial investments measured at amortized cost

763,599

0

0

1.01.03

Trade receivables

2,467,523

1,604,498

0

1.01.04

Inventories

2,850,744

3,036,799

0

1.01.08

Other current assets

875,375

905,131

0

1.02

Non-current assets

36,763,086

40,906,646

0

1.02.01

Long-term receivables

4,510,431

3,509,307

0

1.02.01.06

Deferred taxes

3,228,961

2,438,929

0

1.02.01.09

Other non-current assets

1,281,470

1,070,378

0

1.02.02

Investments

23,323,565

24,199,129

0

1.02.03

Property, plant and equipment

8,866,348

13,109,294

0

1.02.04

Intangible assets

62,742

88,916

0

 

 

 

3


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Parent Company Statements / Balance Sheet – Liabilities

 

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2015

First prior year

12/31/2014

Second prior year

12/31/2013

2

Total liabilities

45,605,526

49,599,467

0

2.01

Current liabilities

4,272,372

5,630,365

0

2.01.01

Payroll and related taxes

141,496

165,718

0

2.01.02

Trade payables

742,364

919,632

0

2.01.03

Taxes payable

5,814

86,920

0

2.01.04

Borrowings and financing

2,879,073

3,190,914

0

2.01.05

Other payables

411,699

803,597

0

2.01.06

Provisions

91,926

463,584

0

2.01.06.01

Provision for tax, social security, labor and civil risks

91,926

463,584

0

2.02

Non-current liabilities

33,668,407

38,272,634

0

2.02.01

Borrowings and financing

31,109,017

26,369,912

0

2.02.02

Other payables

126,450

9,818,512

0

2.02.04

Provisions

2,432,940

2,084,210

0

2.02.04.01

Provision for tax, social security, labor and civil risks

564,372

174,649

0

2.02.04.02

Other provisions

1,868,568

1,909,561

0

2.02.04.02.03

Provision for environmental liabilities and decommissioning of assets

259,115

233,262

0

2.02.04.02.04

Pension and healthcare plan

514,367

587,740

0

2.02.04.02.05

Provision for losses on investments

1,095,086

1,088,559

0

2.03

Consolidated Shareholders’ equity

7,664,747

5,696,468

0

2.03.01

Issued capital

4,540,000

4,540,000

0

2.03.02

Capital reserves

30

30

0

2.03.04

Earnings reserves

2,104,804

1,131,298

0

2.03.04.01

Legal reserve

424,536

361,641

0

2.03.04.02

Statutory reserve

1,895,494

999,243

0

2.03.04.04

Earnings reserves to realize

23,750

0

0

2.03.04.09

Treasury shares

-238,976

-229,586

0

2.03.08

Other comprehensive income

1,019,913

25,140

0

 

 

                                                                                                                                                                                          

4


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Parent Company Statements / Statements of Income

 

 

 

(R$ thousand)

   

 

 

Code

Description

 

Current Year

1/1/2015 to 12/31/2015

First Prior Year

1/1/2014 to 12/31/2014

Second Prior Year

1/1/2013 to 12/31/2013

3.01

Net revenue from sales and/or services

 

11,718,369

13,165,514

0

3.02

Cost of sales and/or services

 

-9,137,528

-9,159,454

0

3.03

Gross profit

 

2,580,841

4,006,060

0

3.04

Operating expenses/income

 

4,158,366

-205,248

0

3.04.01

Selling expenses

 

-683,516

-455,525

0

3.04.02

General and administrative expenses

 

-374,253

-359,959

0

3.04.04

Other operating income

 

416,830

52,365

0

3.04.05

Other operating expenses

 

-1,169,567

-540,372

0

3.04.06

Equity in income of affiliates

 

5,968,872

1,098,243

0

3.05

Profit before finance income (costs) and taxes

 

6,739,207

3,800,812

0

3.06

Finance income (costs)

 

-6,041,223

-4,498,072

0

3.06.01

Finance income

 

914,350

300,552

0

3.06.02

Finance costs

 

-6,955,573

-4,798,624

0

3.06.02.01

Net exchange difference on financial instruments

 

-3,931,250

-1,309,963

0

3.06.02.02

Finance costs

 

-3,024,323

-3,488,661

0

3.07

Profit (loss) before taxes on income

 

697,984

-697,260

0

3.08

Income tax and social contribution

 

559,912

592,042

0

3.09

Profit (loss) from continuing operations

 

1,257,896

-105,218

0

3.11

Profit (loss) for the year

 

1,257,896

-105,218

0

3.99

Earnings per share - (R$/share)

 

 

 

0

3.99.01

Basic earnings per share

 

 

 

0

3.99.01.01

Common shares

 

0,92687

-0,07443

0

3.99.02

Diluted earnings per share

 

 

 

0

3.99.02.01

Common shares

 

0,92687

-0,07443

0

 

 

 

                                                                                                                                                                                          

5


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Parent Company Statements / Statement of Comprehensive Income

 

 

(R$ thousand)

   

 

 

Code

Description

Current Year

1/1/2015 to 12/31/2015

First Prior Year

1/1/2014 to 12/31/2014

Second Prior Year

1/1/2013 to 12/31/2013

4.01

Profit for the year

1,257,896

-105,218

0

4.02

Other comprehensive income

-949,903

-691,832

0

4.02.01

Actuarial (losses) gains on defined benefit plan from investments in subsidiaries

-722

2,243

0

4.02.02

Actuarial (losses) gains on defined benefit pension plan

93,663

-95,208

0

4.02.03

Income tax and social contribution on actuarial (losses) gains on defined benefit pension plan

-118

32,371

0

4.02.04

Cumulative translation adjustments for the year

530,540

28,227

0

4.02.05

Available-for-sale assets

-938,160

-971,251

0

4.02.06

Income tax and social contribution on available-for-sale assets

163,442

330,225

0

4.02.07

Available-for-sale assets from investments in subsidiaries

-20,817

3,347

0

4.02.08

Impairment of available-for-sale assets

555,298

199,372

0

4.02.09

Income tax and social contribution on impairment of available-for-sale assets

-33,269

-67,786

0

4.02.10

Gain (Loss) on percentage change in investments

1,980

-73,754

0

4.02.11

Loss on cash flow hedge accounting

-1,399,457

-120,633

0

4.02.12

Income tax and social contribution on gain on cash flow hedge accounting

117,865

41,015

0

4.02.13

Loss on net investment hedge on subsidiaries

-20,148

0

0

4.03

Comprehensive income for the year

307,993

-797,050

0

           

 

                                                                                                                                                                                          

6


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Parent Company Statements / Statement of Cash Flows – Indirect Method

 

(R$ thousand)

   

 

Code

Description

Current Year

1/1/2015 to 12/31/2015

First Prior Year

1/1/2014 to 12/31/2014

Second Prior Year

1/1/2013 to 12/31/2013

6.01

Net cash generated by operating activities

3,277,089

448,416

0

6.01.01

Cash generated from operations

3,964,641

4,088,199

0

6.01.01.01

Profit (loss) for the year

1,257,896

-105,218

0

6.01.01.02

Charges on borrowings and financing

2,852,609

3,229,036

0

6.01.01.03

Charges on loans and financing granted

-26,073

-14,102

0

6.01.01.04

Depreciation, depletion and amortization

863,741

1,023,612

0

6.01.01.05

Equity in income (losses) of affiliates

-5,968,872

-1,098,243

0

6.01.01.06

Deferred income tax and social contribution

-557,443

-622,512

0

6.01.01.07

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

37,228

-4,711

0

6.01.01.08

Inflation adjustment and exchange differences, net

4,875,358

1,427,714

0

6.01.01.09

Gain on derivative transactions

0

943

0

6.01.01.10

Impairment of available-for-sale assets

555,298

199,372

0

6.01.01.11

Residual value of permanent assets written off

3,990

13,474

0

6.01.01.13

Provision for actuarial liabilities

1,499

7,199

0

6.01.01.16

Other provisions

69,410

31,635

0

6.01.02

Changes in assets and liabilities

-687,552

-3,639,783

0

6.01.02.01

Trade receivables - third parties

149,439

-34,340

0

6.01.02.02

Trade receivables - related parties

-1,235,843

-600,943

0

6.01.02.03

Inventories

-265,868

-550,219

0

6.01.02.04

Receivables - related parties / Dividends

3,309,886

344,203

0

6.01.02.05

Recoverable taxes

-456,924

-60,005

0

6.01.02.06

Judicial deposits

-16,622

209,098

0

6.01.02.09

Trade payables

303,316

-326,714

0

6.01.02.10

Payroll and related taxes

129,147

1,689

0

6.01.02.11

Taxes in installments - REFIS

-82,025

-487,532

0

6.01.02.13

Payables to related parties

85,163

230,667

0

6.01.02.15

Interest paid

-2,663,272

-2,428,013

0

6.01.02.17

Interest on swaps paid

0

-1,279

0

6.01.02.18

Interest received

651

13,609

0

6.01.02.19

Other

55,400

49,996

0

6.02

Net cash used in investing activities

-4,319,281

1,407,716

0

6.02.01

Investments / Advances for future capital increase

-2,762,754

-99,927

0

6.02.02

Purchase of property, plant and equipment

-1,413,091

-1,596,050

0

6.02.03

Cash from acquisition of subsidiaries

129,745

0

0

6.02.05

Capital reduction in subsidiary

486,758

3,120,344

0

6.02.10

Intercompany loans granted

-61,217

-40,973

0

6.02.11

Intercompany loans received

5,546

168,340

0

6.02.12

Exclusive funds

59,331

-144,018

0

6.02.13

Financial Investments, net of redemption

-763,599

0

0

6.03

Net cash used in financing activities

-230,272

1,083,505

0

6.03.01

Borrowings and financing, net of transaction cost

367,879

1,628,729

0

6.03.02

Borrowings and financing - related parties

1,725,595

1,763,015

0

6.03.03

Amortization of principal on borrowings and financing

-974,049

-1,184,657

0

6.03.04

Amortization of principal on borrowings and financing - related parties

-568,872

-154,115

0

6.03.05

Payments of dividends and interests on shareholder´s equity

-549,835

-424,939

0

6.03.06

Forfaiting capitalization / drawee Risk

924,706

641,430

0

6.03.07

Forfaiting amortization / drawee Risk

-1,146,306

-276,754

0

6.03.08

Treasury shares

-9,390

-909,204

0

6.04

Exchange differences on translating cash and cash equivalents

11,270

132

0

6.05

Decrease increase in cash and cash equivalents

-1,261,194

2,939,769

0

6.05.01

Cash and equivalents at the beginning of the year

3,146,393

206,624

0

6.05.02

Cash and equivalents at the end of the year

1,885,199

3,146,393

0

 

                                                                                                                                                                                          

7


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2015 to 12/31/2015

 

(R$ thousand)

           

 

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserves

Retained earnings or accumulated losses

Other comprehensive income

Shareholders’ equity

5.01

Opening balances

4,540,000

30

1,131,298

0

25,140

5,696,468

5.03

Adjusted opening balances

4,540,000

30

1,131,298

0

25,140

5,696,468

5.04

Capital transactions with shareholders

0

0

-284,390

0

0

-284,390

5.04.04

Treasury shares acquired

0

0

-9,390

0

0

-9,390

5.04.06

Dividends

0

0

-275,000

0

0

-275,000

5.05

Total comprehensive income

0

0

0

1,257,896

994,773

2,252,669

5.05.01

Profit for the year

0

0

0

1,257,896

0

1,257,896

5.05.02

Other comprehensive income

0

0

0

0

994,773

994,773

5.05.02.04

Translation adjustments for the year

0

0

0

0

530,540

530,540

5.05.02.06

Actuarial gains on defined benefit pension plan, net of taxes

0

0

0

0

92,823

92,823

5.05.02.07

Available-for-sale assets, net of taxes

0

0

0

0

-273,506

-273,506

5.05.02.08

Gain on percentage change in investments

0

0

0

0

1,980

1,980

5.05.02.09

Loss on Cash Flow Hedge Accounting, net of

taxes

0

0

0

0

-1,281,592

-1,281,592

5.05.02.10

Loss on net investment hedge accounting

0

0

0

0

-20,148

-20,148

5.05.02.11

Gain on business combination

0

0

0

0

1,944,676

1,944,676

5.06

Internal changes in shareholders' equity

0

0

1,257,896

-1,257,896

0

0

5.06.01

Earnings reserves

0

0

1,257,896

-1,257,896

0

0

5.07

Closing balances

4,540,000

30

2,104,804

0

1,019,913

7,664,747

                         

 

                                                                                                                                                                                          

8


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

 

Parent Company Statements / Statement of Changes in Shareholders´ Equity - 1/1/2014 to 12/31/2014

 

(R$ thousand)

           

 

Code

Description

Paid-in capital

Capital reserve, granted options and treasury shares

Earnings reserves

Retained earnings or accumulated losses

Other comprehensive income

Shareholders’ equity

5.01

Opening balances

4,540,000

30

2,839,568

0

716,972

8,096,570

5.03

Adjusted opening balances

4,540,000

30

2,839,568

0

716,972

8,096,570

5.04

Capital transactions with shareholders

0

0

-1,609,204

0

0

-1,609,204

5.04.04

Treasury shares acquired

0

0

-909,204

0

0

-909,204

5.04.06

Dividends

0

0

-700,000

0

0

-700,000

5.04.08

Cancelation of treasury shares

0

0

679,618

0

0

679,618

5.04.09

Cancelation of treasury shares

0

0

-679,618

0

0

-679,618

5.05

Total comprehensive income

0

0

0

-99,066

-691,832

-790,898

5.05.01

Profit for the year

0

0

0

-105,218

0

-105,218

5.05.02

Other comprehensive income

0

0

0

6,152

-691,832

-685,680

5.05.02.04

Translation adjustments for the year

0

0

0

0

28,227

28,227

5.05.02.06

Actuarial losses on defined benefit pension plan, net of taxes

0

0

0

0

-54,442

-54,442

5.05.02.07

Actuarial gain recycled to retained earnings

0

0

0

6,152

-6,152

0

5.05.02.08

Available-for-sale assets, net of taxes

0

0

0

0

-506,093

-506,093

5.05.02.09

Loss on percentage change in investments

0

0

0

0

-73,754

-73,754

5.05.02.10

Loss on hedge accounting, net of taxes

0

0

0

0

-79,618

-79,618

5.06

Internal changes in shareholders' equity

0

0

-99,066

99,066

0

0

5.06.04

Reversal of statutory working capital reserve

0

0

-99,066

99,066

0

0

5.07

Closing balances

4,540,000

30

1,131,298

0

25,140

5,696,468

                         
 

                                                                                                                                                                                          

9


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

 

 

Parent Company Statements / Statement of Value Added

 

 

 

(R$ thousand)

   

 

 

       

 

Code

Description

Current Year

First Prior Year

Second Prior Year

1/1/2015 to 12/31/2015

1/1/2014 to 12/31/2014

1/1/2013 to 12/31/2013

7.01

Revenues

14,141,702

15,869,520

0

7.01.01

Sales of products and services

13,869,552

15,824,823

0

7.01.02

Other revenues

293,934

49,715

0

7.01.04

Allowance for (reversal of) doubtful debts

-21,784

-5,018

0

7.02

Raw materials acquired from third parties

-10,512,997

-9,698,101

0

7.02.01

Cost of sales and services

-8,152,169

-8,279,828

0

7.02.02

Materials, electric power, outside services and other

-1,816,802

-1,213,780

0

7.02.03

Impairment/recovery of assets

11,272

-5,121

0

7.02.04

Other

-555,298

-199,372

0

7.02.04.01

Impairment of available-for-sale assets

-555,298

-199,372

0

7.03

Gross value added

3,628,705

6,171,419

0

7.04

Retentions

-863,741

-1,023,612

0

7.04.01

Depreciation, amortization and depletion

-863,741

-1,023,612

0

7.05

Wealth created

2,764,964

5,147,807

0

7.06

Value added received as transfer

7,994,735

1,627,624

0

7.06.01

Equity in income of affiliates

5,968,872

1,098,243

0

7.06.02

Finance income

914,350

300,552

0

7.06.03

Other

1,111,513

228,829

0

7.06.03.01

Other and exchange gains

1,111,513

228,829

0

7.07

Wealth for distribution

10,759,699

6,775,431

0

7.08

Wealth distributed

10,759,699

6,775,431

0

7.08.01

Personnel

1,450,801

1,288,852

0

7.08.01.01

Salaries and wages

1,115,124

1,003,180

0

7.08.01.02

Benefits

262,697

213,521

0

7.08.01.03

Severance pay fund (FGTS)

72,980

72,151

0

7.08.02

Taxes, fees and contributions

-10,529

575,198

0

7.08.02.01

Federal

-143,376

417,447

0

7.08.02.02

State

122,819

135,477

0

7.08.02.03

Municipal

10,028

22,274

0

7.08.03

Remuneration on third-party capital

8,061,531

5,016,599

0

7.08.03.01

Interest

3,022,861

3,487,867

0

7.08.03.02

Leases

9,893

9,708

0

7.08.03.03

Other

5,028,777

1,519,024

0

7.08.03.03.01

Exchange losses

5,028,777

1,519,024

0

7.08.04

Remuneration on Shareholders capital

1,257,896

-105,218

0

7.08.04.03

Retained earnings (accumulated losses)

1,257,896

-105,218

0

                   

                                                                                                                                                                                          

10


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

 

Consolidated Financial Statements / Balance Sheet - Assets

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2015

First prior year

12/31/2014

Second prior year

12/31/2013

1

Total assets

48,649,974

49,767,100

0

1.01

Current assets

16,430,691

15,935,502

0

1.01.01

Cash and cash equivalents

7,861,052

8,686,021

0

1.01.02

Financial investments

763,599

0

0

1.01.02.02

Financial investments measured at amortized cost

763,599

0

0

1.01.03

Trade receivables

1,578,277

1,753,056

0

1.01.04

Inventories

4,941,314

4,122,122

0

1.01.08

Other current assets

1,286,449

1,374,303

0

1.02

Non-current assets

32,219,283

33,831,598

0

1.02.01

Long-term receivables

4,890,948

3,598,352

0

1.02.01.02

Short-term investments measured at amortized cost

0

34,874

0

1.02.01.06

Deferred taxes

3,307,027

2,616,058

0

1.02.01.09

Other non-current assets

1,583,921

947,420

0

1.02.02

Investments

3,998,227

13,665,453

0

1.02.03

Property, plant and equipment

17,871,599

15,624,140

0

1.02.04

Intangible assets

5,458,509

943,653

0

 

                                                                                                                                                                                          

11


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Consolidated Financial Statements / Balance Sheet – Liabilities

 

(R$ thousand)

 

 

 
     

 

 

Code

Description

Current Year
12/31/2015

First prior year

12/31/2014

Second prior year

12/31/2013

2

Total liabilities

48,649,974

49,767,100

0

2.01

Current liabilities

5,325,571

6,362,938

0

2.01.01

Payroll and related taxes

256,840

219,740

0

2.01.02

Trade payables

1,293,008

1,167,826

0

2.01.03

Taxes payable

700,763

318,675

0

2.01.04

Borrowings and financing

1,874,681

3,261,203

0

2.01.05

Other payables

1,073,017

845,109

0

2.01.06

Provisions

127,262

550,385

0

2.01.06.01

Provision for tax, social security, labor and civil risks

127,262

550,385

0

2.02

Non-current liabilities

34,588,740

37,669,187

0

2.02.01

Borrowings and financing

32,407,834

27,092,855

0

2.02.02

Other payables

131,284

9,315,363

0

2.02.03

Deferred taxes

494,851

238,892

0

2.02.04

Provisions

1,554,771

1,022,077

0

2.02.04.01

Provision for tax, social security, labor and civil risks

711,472

195,783

0

2.02.04.02

Other provisions

843,299

826,294

0

2.02.04.02.03

Provision for environmental liabilities and asset retirement obligations

328,931

238,539

0

2.02.04.02.04

Pension and healthcare plan

514,368

587,755

0

2.03

Consolidated Shareholders’ equity

8,735,663

5,734,975

0

2.03.01

Issued capital

4,540,000

4,540,000

0

2.03.02

Capital reserves

30

30

0

2.03.04

Earnings reserves

2,104,804

1,131,298

0

2.03.04.01

Legal reserve

424,536

361,641

0

2.03.04.02

Statutory reserve

1,895,494

999,243

0

2.03.04.04

Earnings reserves to realize

23,750

0

0

2.03.04.09

Treasury shares

-238,976

-229,586

0

2.03.08

Other comprehensive income

1,019,913

25,140

0

2.03.09

Non-controlling interests

1,070,916

38,507

0

 

                                                                                                                                                                                          

12


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Consolidated Financial Statements / Statements of Income

 

 

(R$ thousand)

   

 

Code

Description

Current Year

1/1/2015 to 12/31/2015

First Prior Year

01/01/2014 to 12/31/2014

Second Prior Year

01/01/2013 to 12/31/2013

3.01

Net revenue from sales and/or services

15,331,852

16,126,232

0

3.02

Cost of sales and/or services

-11,799,758

-11,592,382

0

3.03

Gross profit

3,532,094

4,533,850

0

3.04

Operating expenses/income

1,645,531

-1,715,837

0

3.04.01

Selling expenses

-1,436,000

-1,041,975

0

3.04.02

General and administrative expenses

-470,368

-438,383

0

3.04.04

Other operating income

3,725,882

90,488

0

3.04.05

Other operating expenses

-1,334,331

-657,127

0

3.04.06

Equity in income of affiliates

1,160,348

331,160

0

3.05

Profit before finance income (costs) and taxes

5,177,625

2,818,013

0

3.06

Finance income (costs)

-3,373,050

-3,081,433

0

3.06.01

Finance income

491,987

171,552

0

3.06.02

Finance costs

-3,865,037

-3,252,985

0

3.06.02.01

Net exchange difference on financial instruments

-739,790

-149,007

0

3.06.02.02

Finance costs

-3,125,247

-3,103,978

0

3.07

Profit (loss) before taxes on income

1,804,575

-263,420

0

3.08

Income tax and social contribution

-188,624

151,153

0

3.09

Profit (loss) from continuing operations

1,615,951

-112,267

0

3.11

Consolidated profit (loss) for the year

1,615,951

-112,267

0

3.11.01

Attributed to owners of the Company

1,257,896

-105,218

0

3.11.02

Attributed to non-controlling interests

358,055

-7,049

0

3.99

Earnings per share - (R$/share)

 

 

 

3.99.01

Basic earnings per share

 

 

 

3.99.01.01

Common shares

0,92687

-0,07443

0

3.99.02

Diluted earnings per share

 

 

 

3.99.02.01

Common shares

0,92687

-0,07443

0

 

                                                                                                                                                                                          

13


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Consolidated Financial Statements / Statement of Comprehensive Income

 

 

(R$ thousand)

   

 

 

Code

Description

Current Year

1/1/2015 to 12/31/2015

First Prior Year

01/01/2014 to 12/31/2014

Second Prior Year

01/01/2013 to 12/31/2013

4.01

Consolidated profit for the year

1,615,951

-112,267

0

4.02

Other comprehensive income

-949,903

-691,832

0

4.02.01

Actuarial gains on defined benefit plan from investments in subsidiaries

230

2,221

0

4.02.02

Actuarial gains (losses) on defined benefit pension plan

92,221

-95,175

0

4.02.03

Income tax and social contribution on actuarial (losses) gains on defined benefit pension plan

372

32,360

0

4.02.04

Cumulative translation adjustments for the year

530,540

28,227

0

4.02.05

Available-for-sale assets

-969,701

-971,808

0

4.02.06

Income tax and social contribution on available-for-sale assets

174,166

330,415

0

4.02.07

Impairment of available-for-sale assets

555,298

205,000

0

4.02.08

Income tax and social contribution on impairment of available-for-sale assets

-33,269

-69,700

0

4.02.09

Gain (loss) on percentage change in investments

1,980

-73,754

0

4.02.10

Loss on cash flow hedge accounting

-1,399,457

-120,633

0

4.02.11

Income tax and social contribution on loss on cash flow hedge accounting

117,865

41,015

0

4.02.12

Loss on net investment hedge on subsidiaries

-20,148

0

0

4.03

Consolidated comprehensive income for the year

666,048

-804,099

0

4.03.01

Attributed to owners of the Company

307,993

-797,050

0

4.03.02

Attributed to non-controlling interests

358,055

-7,049

0

               

                                                                                                                                                                                          

14


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Consolidated Financial Statements / Statement of Cash Flows – Indirect Method

 

(R$ thousand)

   

 

Code

Description

Current Year

1/1/2015 to 12/31/2015

First Prior Year

01/01/2014 to 12/31/2014

Second Prior Year

01/01/2013 to 12/31/2013

6.01

Net cash generated by operating activities

5,069,163

823,709

0

6.01.01

Cash generated from operations

4,828,950

4,368,382

0

6.01.01.01

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

1,257,896

-105,218

0

6.01.01.02

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

358,055

-7,049

0

6.01.01.03

Charges on borrowings and financing

2,889,163

2,782,681

0

6.01.01.04

Charges on loans and financing granted

-65,084

-41,373

0

6.01.01.05

Depreciation, depletion and amortization

1,176,840

1,281,485

0

6.01.01.06

Equity in income (losses) of affiliates

-1,160,348

-331,160

0

6.01.01.08

Deferred taxes

-192,207

-679,323

0

6.01.01.09

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

85,965

5,302

0

6.01.01.10

Inflation adjustments and exchange differences, net

3,389,448

1,185,761

0

6.01.01.11

Gain on buyback of debt securities

4,086

4,869

0

6.01.01.12

Impairment of available-for-sale assets

555,298

205,000

0

6.01.01.13

Residual value of permanent assets written off

6,466

15,232

0

6.01.01.14

Gain on repurchase of debt securities

-166,642

0

0

6.01.01.15

Provision for actuarial liabilities

1,193

7,350

0

6.01.01.16

Fair value gain - 60% Namisa investment

-3,413,033

0

0

6.01.01.20

Other provisions

101,854

44,825

0

6.01.02

Changes in assets and liabilities

240,213

-3,544,673

0

6.01.02.01

Trade receivables - third parties

208,488

88,736

0

6.01.02.02

Trade receivables - related parties

217,439

-143,218

0

6.01.02.03

Inventories

-726,800

-917,193

0

6.01.02.04

Receivables from related parties

3,545,142

263,569

0

6.01.02.05

Recoverable taxes

-537,669

-27,944

0

6.01.02.06

Judicial deposits

-35,415

203,065

0

6.01.02.08

Trade payables

301,118

219,353

0

6.01.02.09

Payroll and related taxes

188,734

9,777

0

6.01.02.10

Taxes in installments - REFIS

66,635

-567,000

0

6.01.02.12

Payables to related parties

-69,412

2,080

0

6.01.02.14

Interest paid

-2,964,826

-2,744,954

0

6.01.02.15

Interest on swaps paid

0

-1,279

0

6.01.02.16

Interest received

8,402

13,609

0

6.01.02.17

Other

38,377

56,726

0

6.02

Net cash used in investing activities

-2,864,993

-1,657,743

0

6.02.01

Investments / Advances for future capital increase

-2,727,036

-8,376

0

6.02.02

Purchase of property, plant and equipment

-1,616,173

-1,848,496

0

6.02.05

Capital reduction on joint venture

466,758

0

 

6.02.07

Receipt/payment in derivative transactions

903,153

76,607

0

6.02.09

Purchase of intangible assets

-1,462

-727

0

6.02.10

Cash and cash equivalent on Namisa Consolidation

456,364

0

 

6.02.11

Related-party loans

0

127,366

0

6.02.12

Intercompany loans granted

-61,217

0

 

6.02.13

Short-term investment, net of redeemed amount

-728,725

-4,117

0

6.02.15

Intercompany loans received

443,345

0

 

6.03

Net cash used in financing activities

-3,090,768

-531,339

0

                                                                                                                                                                                          

15


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

6.03.02

Amortization of principal on borrowings and financing

-2,380,968

-1,241,461

0

6.03.03

Amortization of principal on borrowings and financing - related parties

-52,839

-46,585

0

6.03.06

Payments of dividends and interests on shareholder´s equity

-549,835

-424,939

0

6.03.08

Treasury shares

-9,390

-909,204

0

6.03.09

Buyback of debt securities

-249,627

-172,432

0

6.03.10

Capitalization net of transactions cost

373,491

1,898,606

 

6.03.11

Forfaiting capitalization / drawee Risk

924,706

641,430

 

6.03.12

Forfaiting amortization / drawee Risk

-1,146,306

-276,754

 

6.04

Exchange differences on translating cash and cash equivalents

61,629

55,722

0

6.05

Decrease in cash and cash equivalents

-824,969

-1,309,651

0

6.05.01

Cash and equivalents at the beginning of the year

8,686,021

9,995,672

0

6.05.02

Cash and equivalents at the end of the year

7,861,052

8,686,021

0

 

                                                                                                                                                                                          

16


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Consolidated Financial Statements / Statement of Changes in Equity - 1/1/2015 to 12/31/2015

 

 

(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

1,131,298

0

25,140

5,696,468

38,507

5,734,975

5.03

Adjusted opening balances

4,540,000

30

1,131,298

0

25,140

5,696,468

38,507

5,734,975

5.04

Capital transactions with shareholders

0

0

-284,390

0

0

-284,390

0

-284,390

5.04.04

Treasury shares acquired

0

0

-9,390

0

0

-9,390

0

-9,390

5.04.06

Dividends

0

0

-275,000

0

0

-275,000

0

-275,000

5.05

Total comprehensive income

0

0

0

1,257,896

994,773

2,252,669

358,055

2,610,724

5.05.01

Profit for the year

0

0

0

1,257,896

0

1,257,896

358,055

1,615,951

5.05.02

Other comprehensive income

0

0

0

0

994,773

994,773

0

994,773

5.05.02.04

Translation adjustments for the year

0

0

0

0

530,540

530,540

0

530,540

5.05.02.06

Actuarial gains on defined benefit pension plan, net of taxes

0

0

0

0

92,823

92,823

0

92,823

5.05.02.07

Available-for-sale assets, net of taxes

0

0

0

0

-273,506

-273,506

0

-273,506

5.05.02.08

Gain on percentage change in investments

0

0

0

0

1,980

1,980

0

1,980

5.05.02.09

Loss on Cash Flow Hedge Accounting, net of taxes

0

0

0

0

-1,281,592

-1,281,592

0

-1,281,592

5.05.02.10

Loss on net investment hedge accounting

0

0

0

0

-20,148

-20,148

0

-20,148

5.05.02.11

Gain on business combination

 

 

 

 

1,944,676

1,944,676

0

1,944,676

5.06

Internal changes in shareholders’ equity

0

0

1,257,896

-1,257,896

0

0

674,354

674,354

5.06.01

Earnings reserve

0

0

1,257,896

-1,257,896

0

0

0

0

5.06.04

Non-controlling interests in subsidiaries

0

0

0

0

0

0

674,354

674,354

5.07

Closing balance

4,540,000

30

2,104,804

0

1,019,913

7,664,747

1,070,916

8,735,663

                             

                                                                                                                                                                                          

17


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

 

Consolidated Financial Statements / Statement of Changes in Equity - 1/1/2014 to 12/31/2014

 

 

(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

2,839,568

0

716,972

8,096,570

-27,511

8,069,059

5.03

Adjusted opening balances

4,540,000

30

2,839,568

0

716,972

8,096,570

-27,511

8,069,059

5.04

Capital transactions with shareholders

0

0

-1,609,204

0

0

-1,609,204

0

-1,609,204

5.04.04

Treasury shares acquired

0

0

-909,204

0

0

-909,204

0

-909,204

5.04.06

Dividends

0

0

-700,000

0

0

-700,000

0

-700,000

5.04.08

Cancelation of treasury shares

0

0

679,618

0

0

679,618

0

679,618

5.04.09

Cancelation of treasury shares

0

0

-679,618

0

0

-679,618

0

-679,618

5.05

Total comprehensive income

0

0

0

-99,066

-691,832

-790,898

-7,049

-797,947

5.05.01

Profit for the year

0

0

0

-105,218

0

-105,218

-7,049

-112,267

5.05.02

Other comprehensive income

0

0

0

6,152

-691,832

-685,680

0

-685,680

5.05.02.04

Translation adjustments for the year

0

0

0

0

28,227

28,227

0

28,227

5.05.02.06

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

0

0

0

0

-54,442

-54,442

0

-54,442

5.05.02.07

Actuarial gain recycled to retained earnings

0

0

0

6,152

-6,152

0

0

0

5.05.02.08

Available-for-sale assets, net of taxes

0

0

0

0

-506,093

-506,093

0

-506,093

5.05.02.09

(Loss) gain on percentage change in investments

0

0

0

0

-73,754

-73,754

0

-73,754

5.05.02.10

(Loss) gain on hedge accounting, net of taxes

0

0

0

0

-79,618

-79,618

0

-79,618

5.06

Internal changes in shareholders’ equity

0

0

-99,066

99,066

0

0

73,067

73,067

5.06.04

Reversal of statutory working capital reserve

0

0

-99,066

99,066

0

0

0

0

5.06.05

Non-controlling interests in subsidiaries

0

0

0

0

0

0

73,067

73,067

5.03

Adjusted opening balances

4,540,000

30

1,131,298

0

25,140

5,696,468

38,507

5,734,975

                             

                                                                                                                                                                                          

18


 

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

 

DFP –– Annual Financial Statements – December 31, 2015 – CIA SIDERURGICA NACIONAL

Version: 1

 

Consolidated Financial Statements / Statement of Value Added

(R$ thousand)

   

Code

Description

Current Year 1/1/2015 to 12/31/2015

First Prior Year 01/01/2014 to 12/31/2014

Second Prior Year 1/1/2013 to 12/31/2013

7.01

Revenues

18,022,991

19,181,869

0

7.01.01

Sales of products and services

17,732,606

19,141,235

0

7.01.02

Other revenues

314,982

53,685

0

7.01.04

Allowance for (reversal of) doubtful debts

-24,597

-13,051

0

7.02

Raw materials acquired from third parties

-9,885,152

-12,229,259

0

7.02.01

Cost of sales and services

-9,921,990

-10,203,567

0

7.02.02

Materials, electric power, outside services and other

576,961

-1,809,887

0

7.02.03

Impairment/recovery of assets

15,175

-10,805

0

7.02.04

Other

-555,298

-205,000

0

7.02.04.01

Impairment of available-for-sale assets

-555,298

-205,000

0

7.03

Gross value added

8,137,839

6,952,610

0

7.04

Retentions

-1,176,840

-1,281,485

0

7.04.01

Depreciation, amortization and depletion

-1,176,840

-1,281,485

0

7.05

Wealth created

6,960,999

5,671,125

0

7.06

Value added received as transfer

4,875,970

3,477,181

0

7.06.01

Equity in income of affiliates

1,160,348

331,160

0

7.06.02

Finance income

491,987

171,552

0

7.06.03

Other

3,223,635

2,974,469

0

7.06.03.01

Other and exchange gains

3,223,635

2,974,469

0

7.07

Wealth for distribution

11,836,969

9,148,306

0

7.08

Wealth distributed

11,836,969

9,148,306

0

7.08.01

Personnel

1,981,402

1,690,075

0

7.08.01.01

Salaries and wages

1,587,398

1,337,863

0

7.08.01.02

Benefits

310,107

268,251

0

7.08.01.03

Severance pay fund (FGTS)

83,897

83,961

0

7.08.02

Taxes, fees and contributions

1,150,868

1,353,710

0

7.08.02.01

Federal

811,488

1,070,234

0

7.08.02.02

State

314,855

247,275

0

7.08.02.03

Municipal

24,525

36,201

0

7.08.03

Remuneration on third-party capital

7,088,748

6,216,788

0

7.08.03.01

Interest

2,273,729

2,860,314

0

7.08.03.02

Leases

16,273

15,172

0

7.08.03.03

Other

4,798,746

3,341,302

0

7.08.03.03.01

Exchange losses

4,798,746

3,341,302

0

7.08.04

Shareholders

1,615,951

-112,267

0

7.08.04.03

Retained earnings (accumulated losses)

1,257,896

-105,218

0

7.08.04.04

Non-controlling interests in retained earnings

358,055

-7,049

0

             

 

                                                                                                                                                                                          

19


 

 

 

 

 

2015 MANAGEMENT REPORT

 

 

 

1-     MESSAGE FROM MANAGEMENT

 

CSN is still facing challenges with optimism and confidence in the economic development and potential of Brazil, and it was in that spirit that we faced the difficulties during 2015.

 

Our mining operations hit records in Casa de Pedra, with shipments amounting to 28 million tons in 2015. We successfully implemented a cost reduction plan, transforming CSN into one of the world’s most competitive mining companies, and placing it in a position which allows us to overcome global market instabilities. In addition, Casa de Pedra had certifications confirmed for more than 6 billion tons of resources and 3 billion tons of reserves. In December, we completed the merger of CSN’s and NAMISA’s mining and associated logisitics assets, including the rights to operate the Tecar Port Terminal in Itaguaí (RJ) and the interest in MRS, creating a global company, Congonhas Minérios.

 

In the steel segment, we continued modernizing the Presidente Vargas Steelworks (UPV) in Volta Redonda (RJ), ensuring competitiveness and sustainability gains, with emphasis on the programs for revamping the coke batteries and one of the turbines in our Thermoelectric Center. The Waste Management System is another project of the Presidente Vargas Steelworks, which was recognized internationally during the Congress of the Latin American Steel Association (ALACERO), in the Best Available Techniques category, for its innovation and applicability.

 

The delivery of two new crushing facilities in Arcos (MG) represents the conclusion of an important step in the plan to reach total annual production capacity of 5.4 million tons of cement in the Southeast.

 

Finally, with regard to our financial management, we extended most of our debt maturities scheduled for 2016 and 2017 in order to improve the amortization profile and adjust the Company to the global risk scenario.

 

All these achievements show that, commited to respect to the environment and the communities where we operate, we have worked to improve CSN’s efficiency and competitiveness, always driven by the challenge of doing more, doing better, doing always.

 

 

Benjamin Steinbruch

 

Chairman of the Board of Directors

 

 

 

                                                                                                                                                                                          

20


 

 

 

 

2-     THE COMPANY

 

With interests in steel, mining, cement, logistics and energy, CSN operates throughout the entire steel production chain, from the mining of iron ore to the production and sale of a diversified range of high value-added steel products. Thanks to this integrated production system and exemplary management, CSN’s production costs are among the lowest in the sector where it operates.

 

In 2015, Presidente Vargas Steelworks produced 4.2 million tons of crude steel and 4.0 million tons of rolled steel. Steel sales, in turn, came to 5 million tons, 59% of which sold in the domestic market and 41% in exports and sales by our overseas subsidiaries.

 

In December 2015, we concluded the merger of Namisa’s assets with CSN’s mining and associated logistics assets, involving the Casa de Pedra, Engenho and Pires mines, and their respective assets, the rights to operate the Tecar port terminal in Itaguaí and the 18.63% interest in MRS, resulting in the current structure of Congonhas Minérios.

 

In 2015, CSN produced and sold approximately 2.2 million tons of cement from two production units, Volta Redonda (RJ) and Arcos (MG).

 

CSN is one of the largest industrial electricity consumers in Brazil, holding electricity generation assets through interest in consortiums of hydropower plants. It also generates energy integrated to its production process, thereby ensuring its energy self-sufficiency.

 

 

3- OUTLOOK, STRATEGY and INVESTMENTS

 

CSN has been investing in its five operational segments to enhance its units’ competitive advantages and review the Company’s business portfolio and projects to maximize the return to the shareholders.

 

3.1- STEEL

 

The Presidente Vargas Steelworks in Volta Redonda is CSN’s most important steel production unit, with an installed crude steel production capacity of 5.9 million tons per year. In addition to its units in Brazil, CSN has three subsidiaries abroad: CSN LLC, in the U.S.A., Lusosider, in Portugal, and SWT, in Germany. In 2016, the main strategies of the steel units include: i) maximizing the use and sale of coated products; ii) the reduction of finished product inventory; and iii) cost reduction and increase in energy efficiency.

.

 

3.2- MINING

 

Congonhas Minérios is Brazil’s second largest iron ore exporter in terms of sales of iron ore finished products. In 2015, it sold approximately 27 million tons of iron ore and allocated 5.5 million tons to the Presidente Vargas Steelworks. In turn, Tecar shipped approximately 28.2 million tons of iron ore in 2015. In 2016, Congonhas Minérios will continue with its ongoing plan to reduce operating costs and capture synergies to face the current iron ore price scenario. 

 

3.3- CEMENT

 

The Company has continued to invest in expanding its production capacity to 5.4 million tons per year. In 2015, two new crushing facilities were delivered to Arcos (MG), increasing annual capacity by 2.2 million tons of cement. With the implementation of the new clinker kiln in Arcos (MG), scheduled for 2016, CSN will achieve self-sufficiency in the production of this raw material and it is expected to become one of the most competitive players in the regions where it operates. 

 

 

 

 

21


 

 

 

3.4 – LOGISTICS

 

Ports

 

The port of Tecon, managed by Sepetiba Tecon, a subsidary of CSN, is the largest container terminal in Rio de Janeiro and one of the largest in its segment in Brazil. In order to expand the terminal, the Company has been investing in infrastructure, including the acquisition of new equipment, as well as the equalization of Berth 301, transforming it into a continuous quay, and allowing it to handle several large vessels simultaneously, thereby raising capacity to more than 600,000 TEUs1 per year. The Company continues to expand its commercial lines through new routes with Asia, South America and Central America, consolidating itself as a cargo hub port.

 

Railways

 

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

 

MRS

 

CSN holds, directly and indirectly, a 34.94% interest in MRS Logística, which operates the former Southeastern Network of the Federal Railways (RFFSA), in the Rio de Janeiro - São Paulo - Belo Horizonte corridor. MRS’ rail services play a vital role in supplying the Presidente Vargas Steelworks with raw materials, such as iron ore, coke and coal. It also transports all the iron ore for export, as well as some of CSN’s steel and cement output.

 

Transnordestina Logística S.A. (TLSA)

 

With the support of the federal government, TLSA is building Nova Transnordestina, a 1,753 km railway connecting the rail terminal in Eliseu Martins (PI) to the Ports of Suape (PE) and Pecém (CE), crossing several cities in the states of Piauí, Pernambuco and Ceará. The railway’s projected annual operating capacity of 30 million tons will play a crucial role in the development of the Northeast, providing logistical support for the oil and by-product, agriculture and mining sectors, among others.

 

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

 

FTL operates the former Northeastern network of the RFFSA, traversing seven states: Maranhão, Piauí, Ceará, Rio Grande do Norte, Paraíba, Pernambuco and Alagoas, with a total extension of 4,534 km and a current operating capacity of around two million tons per year, with emphasis to fuel cargo, cement, and pulp, among others. Currently FTL’s operational railway network connects the states of Maranhão, Piauí and Ceará through its 1,191 kilometers. The traffic on the remaining rail stretches has been suspended. Said stretches are under negotiations to return to the ANTT and DNIT.

 

 

4- MAIN CORPORATE EVENTS

 

Corporate restructuring of indirect subsidiaries

 

On December 11 2014, CSN’s Board of Directors approved the establishment of a strategic alliance with the Asian Consortium comprising ITOCHU Corporation, JFE Steel Corporation, POSCO, Ltd., Kobe Steel, Ltd., Nisshin Steel Co, Ltd. and China Steel Corp. (“Asian Consortium”). The transaction was concluded on November 30, 2015.

 

It consisted of the combination, in a new company, Congonhas Minérios S.A., of the mining and associated logistics businesses of the Company and Namisa, including the commercial establishment associated with the Casa de Pedra iron ore mine, the 18.63% interest in MRS and the rights to operate the Tecar port terminal, in Itaguaí (RJ).

 

The various steps of the transaction are listed below:

 


1 TEU – Twenty-foot equivalent unit

 

 

22


 

 

 

 

•     Payment of dividends by Namisa totaling US$1.4 billion, equivalent to R$5.4 billion, which were paid before the closing of the transaction;

•     Restructuring of Congonhas with the transfer, by CSN, of CSN’s assets and liabilities related to Casa de Pedra, the rights to operate the Tecar, 60% of the shares of Namisa, 8.63% of the shares of MRS and US$850 million in debt, equivalent to R$3,370 million, as disclosed in note 9 c;

•   The acquisition by Congonhas of 40% of Namisa’s shares held by the Asian Consortium, with the merger of said company by Congonhas;

•     The signature of Congonhas’ shareholders’ agreement;

•     Payment by CSN of US$680 million related to the acquisition of 4% of the shares held by the Asian Consortium in Congonhas and additional US$27 million related to the acquisition of 0.16% of the shares also held by the Asian Consortium in Congonhas, totaling US$707 million, equivalent to R$2.7 billion; and

•    Settlement of the pre-existing agreements with Namisa related to the supply of high and low silica ROM, port services and iron ore processing.

 

Considering the position of Congonhas’ assets, the transfers by the Asian Consortium in the transaction, as well as the adjustments resulting from the negotiations between the parties, and debt, cash and working capital difference adjustments, on conclusion of the transaction, CSN and the Asian Consortium held 87.52% and 12.48% of Congonhas Minérios, respectively.

 

The transaction also includes an "earn-out" mechanism, which, in the case of a qualified liquidity event that occurs within certain valuation parameters and within an agreed period of time after conclusion of the transaction, could dilute, at CSN's sole discretion, the Asian Consortium’s interest in Congonhas Minérios from 12.48% to up to 8.21%. This mechanism was considered a contingent asset and no associated asset was booked.

 

Part of Congonhas Minérios’ iron ore production will be sold to members of the Asian Consortium and to CSN. These rights are reflected in long-term supply agreements, entered into on November 30, 2015, whose terms were negotiated adopting commonly used market conditions. The Company also secured the use of TECAR for raw materials imports by entering into a long-term agreement.

 

Also in 2015, CSN Cimentos was merged by the Company, resulting in an economy of scale due to the reduction of operational and administrative expenses.

 

In the same year, Companhia Metalúrgica Prada incorporated its subsidiary Rimet Empreendimentos Industriais e Comerciais in order to optimize processes and maximize results.

 

At the end of 2015, CSN Islands X was extinguished as a result of its merger with CSN Islands VII.

 

Constitution of subsidiaries1

 

In 2015, CSN constituted Nordeste Logística for the logistics exploration of the Private Use Terminal on the coast of Ceará state, in the region of influence of Pecém Port Terminal. Nordeste Logística is currently in pre-operating phase.

 

5- CORPORATE GOVERNANCE

 

Investor Relations

 

CSN continues to expand its communication channels, aiming to increase the Company’s transparency and exposure through new coverage by financial institutions and participation in events and conferences.

 

 

 

 

23


 

 

 

 

Capital Stock

 

CSN’s capital stock is divided into 1,387,524,047 book-entry common shares with no par value, each common share having the right of one vote at the Company’s Shareholders’ Meetings.

 

Controlled by Vicunha Aços S.A. and Rio Iaco Participações S.A., which retain 50.29% and 4.19% of the Company’s total capital, respectively, CSN’s management is exercised by the Board of Directors and Board of Executive Officers.

 

 

* Controlling Group

 

Annual Shareholders’ Meeting

 

In accordance with the prevailing legislation, once a year the shareholders meet at the Annual Shareholders’ Meeting to elect the members of the Board of Directors, examine management’s accounts and the financial statements, and decide on the allocation of annual net income and the eventual payment of dividends. Whenever necessary, Extraordinary Shareholders’ Meetings may be called to decide on specific issues that are not within the normal scope of the Annual Meeting.

 

 

Board of Directors

 

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

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

 

 

 

 

 

24


 

 

 

 

 

Board of Executive Officers

 

Currently composed of six Officers, one of whom is the CEO, the Board of Executive Officers is responsible for managing and administering the Company's social businesses, respecting the guidelines and resolutions of the Board of Directors and the Annual Shareholders’ Meeting. The members of the Board of Executive Officers meet whenever called to do so by the CEO or two other officers. Each officer is responsible for conducting the operations of his or her respective area. Officers are elected for a two-year term, re-election being permitted.

 

 

Audit Committee

 

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

 

 

Internal Audit

 

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

 

 

Independent Auditors

 

The independent auditors, Deloitte Touche Tohmatsu, who provided auditing services to CSN and its subsidiaries in 2015, were also hired to perform services in addition to those related to the audit of the financial statements. It is the belief of both the Company and its independent auditors that these services do not affect the latter’s independence.

External audit fees

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

Fees related to other audit services

Refers to the preparation and issue of appraisal reports related to business combinations and a review of Tax Bookkeeping (ECF).

 

Amounts related to services provided by the Company’s auditors

(R$ ‘000)

External audit fees

5,063

Fees related to other audit services

986

Total

6,049

 

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

In accordance with CVM Instruction 480/09, on March 28, 2016, the Board of Executive Officers declared that they had discussed, reviewed, and were in full agreement with the opinions expressed in the independent auditors’ report and with the financial statements for the fiscal year ended December 31, 2015.

 

Sarbanes-Oxley Act

 

The Company’s governance structure includes the Risk and Compliance area whose responsibilities include assessing the risks that may impact the financial statements and defining internal controls to mitigate such risks, together with the managers responsible for business processes.

 

 

 

25


 

 

 

 

The Company evaluates the effectiveness of its internal control structure, in compliance with 2013 COSO principles and the Sarbanes-Oxley Act (SOX), and the result of this assessment is reported to senior management and to the Audit Committee.

 

The Company’s governance structure also includes the Internal Audit department, responsible for auditing business processes and the independent monitoring of internal controls.

 

The Company is in the final stage of certification of its internal controls related to the 2015 Consolidated Financial Statements, in compliance with Section 404 of the Sarbanes-Oxley Act.

 

Code of Ethics

 

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

 

The code is made available to all stakeholders and business partners, and is used as a declaration of conduct in the company and of the commitments assumed. Its content is in the public domain and is available at www.csn.com.br.

 

The Company’s governance structure encompasses also the Compliance area, responsible for the Integrity Program aimed at ensuring business transparency and compliance with the standards of ethical conduct in the exercise of our activities. This process includes the continuous training of employees and third parties and the monitoring of compliance with laws, regulations, internal policies and standards.

 

Disclosure of Material Acts and Facts

 

CSN maintains a Material Act or Fact Disclosure Policy, which determines that all such disclosures must contain information that is accurate, consistent, appropriate, transparent, unified and within the proper timeframes, in accordance with CVM Instruction 358/2002 and Section 409 – Real Time Issuer Disclosure of the Sarbanes-Oxley Act.

 

 

6- INNOVATION

 

Companhia Siderúrgica Nacional has a tradition of pioneering spirit and innovation as an intrinsic part of its history. For more than 60 years, our Research Center has been recognized for developing new products and new solutions to the market. This represents the true essence of its activities – innovation, the engine powering economic growth.

 

In 2015, the company created the INOVA CSN unit, whose purpose is to enable innovation projects related to products, processes, energy efficiency and the environment in the Company’s business units. INOVA CSN connects the company to the technological and scientific development environment, in Brazil and abroad, in the pursuit of innovations that add value to the Company and its clients. One of the highlights of the 2015 Innovation Strategic Plan is the Product Innovation project with industrial-scale development of Advanced High-Strength Steels used in the automobile industry.

 

CSN manages intellectual property rights, including trademarks, patents, and industrial designs, ensuring adequate protection for the company and encouraging sales, through technological transfer contracts resulting from its own innovation developments.

 

 

7- PEOPLE

 

CSN’s integrated and efficient people management is based on five pillars – Attract; Align and Engage; Evaluate; Develop; Recognize and Reward –, investing in projects aimed at professional development and improvement, thereby contributing to the growth of the organization and its people.

 

 

 

26


 

 

 

 

The year 2015 was marked by the consolidation of the new Performance Evaluation model. Through this practice we evaluate employee adherence to the necessary organizational skills and the performance achieved over the year. Another 2015 highlight was the implementation of the new cycle of the Career and Succession program. Through this practice, we identify and evaluate potential successors, continuously forming new leaders.

 

Further improving employee development at various levels remains one of our permanent priorities. In 2015, we invested 363,592 thousand hours in training, with the goal of generating knowledge and developing the skills necessary to achieve corporate goals. We held two new development modules of the Leaders’ School, with the participation of around 1300 managers. Through this program, we increase the awareness of leadership responsibilities, concepts and behaviors and prepare and encourage our leaders regarding the proactive positioning when facing challenges.

 

CSN closed 2015 with around 23,000 employees and a turnover rate of around 14%, one of the lowest in the industrial sector.

 

 

8- SOCIAL RESPONSIBILITY

 

CSN’s social responsibility projects are created to value the potential of each region where it operates and their respective communities, in partnership with the local government and society. In 2015, it invested R$15.7 million in the educational, cultural, sporting and health areas through CSN Foundation initiatives and through projects developed by partner institutions, supported by tax incentives.

 

The CSN Foundation’s cultural and educational initiatives are present in the “Garoto Cidadão” project, which provides social and cultural activities for 1,900 socially vulnerable children and teenagers in the communities where the company operates. CSN Foundation maintains two technical schools in Volta Redonda and Congonhas, which had 1,331 students in 2015, 677 of whom on scholarships, while the Bela Vista Hotel-School in Volta Redonda offers 176 places per year for courses in hotel management, providing professional qualification in various areas.

 

Among the initiatives sponsored by CSN, we highlight the Unibes Cultural programming, the Diálogo no Escuro (dialog in the dark) exhibition, the DOC SP, the restoration of Palácio Laranjeiras, in addition to sports training projects of Volta Redonda and Audax clubs. CSN also sponsored projects in the National Cancer Care Support Program and the Health Care Support Program for People with Special Needs (PRONAS and PRONON) and the Senior Citizens’ Fund, as well as the initiatives of the Support Group for Children with Special Needs (AACD) and the Barretos-SP Cancer Hospital.

 

 

9- SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

 

CSN maintains various social, environmental and sustainability management instruments in order to act in a purposeful way and meet the needs of the various stakeholders involved in the communities and businesses where it operates. The Company's sustainability practices have as main objectives the creation of sustainable values and the management of environmental risks; the optimization and efficiency in the use of natural resources and the control of potential impacts;

 

Most of CSN’s units have received ISO 14001 environmental certification and it maintains an open communication channel through the Linha Verde (Green Line). All its environmental controls are audited for compliance with the Sarbanes-Oxley Act (SOX).

 

With the threat of water shortages, especially in the Southeast, CSN has been proceeding with various initiatives to ensure the more efficient use of water in its production processes, exemplified by a water reuse ratio of more than 92% at the Presidente Vargas Steelworks (UPV). In 2014, the Company made a water inventory of its units: UPV (RJ), CSN Cimentos (RJ), Namisa and Casa de Pedra (MG); TECAR and TECON (RJ), which allowed it to prepare plans and measures to help the Company improve its efficiency and reduce potential impacts.

 

Since 2010, CSN has been undertaking an inventory of its greenhouse gas emissions in line with GHG Protocol guidelines, in order to provide input for managing carbon, mitigating risks and adapting to climate change.

 

 

 

27


 

 

 

 

CSN confirmed its commitment to sustainable development, committing to the seven sustainability principles of the industry, through the signature of the Sustainable Development Charter of the World Steel Association, which has the adherence of 75 steelmakers around the world.

 

Finally, CSN has been constantly mapping its stakeholders and, since 2012, it uses mapping criteria to assess environmental, social and economic impacts, in accordance with the Global Reporting Initiative (GRI) guidelines, for all its operations. The data and indicators obtained in this process allow CSN to monitor its performance and assess its exposure to social and environmental risks and future opportunities.

 

 

10- DISCLAIMER

 

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

 

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

 

 

 

 

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

 

1.     DESCRIPTION OF BUSINESS

 

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

                                                               

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

 

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

 

·       Steel:

 

The Company’s main industrial facility is the Presidente Vargas 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, all of them are in line with the plan to achieve new markets and perform excellent services for final consumers. Its steel has been used in home appliances, civil construction and automobile industries. 

 

·       Mining:

 

The production of iron ore is developed in the city of Congonhas, State of Minas Gerais.

 

Iron ore is sold basically in the international market, especially in Europe and Asia. The prices charged in these markets are historically cyclical and subject to significant fluctuations over short periods of time, driven by several factors related to global demand, strategies adopted by the major steel producers, and the foreign exchange rate. All these factors are beyond the Company’s control. The ore transportation is accomplished by TECAR, a solid bulk terminal, one of the four terminals that compose the Port of Itaguai, located in Rio de Janeiro, which was transferred to the subsidiary CSN Congonhas Minérios S.A. on 31, December 2015. Imports of coal and coke are made through this terminal to the steel industry of CSN.

 

From November 30, 2015 the Company has transferred its mining assets, which includes the mine Casa de Pedra and the terminal TECAR, to its subsidiary Congonhas Minérios S.A. In the new structure Congonhas Minérios S.A. also stared to control Namisa trough out a business combination transaction, the details are described in note 3.    

 

It further tin mines, based in the State of Rondônia, is engaged to supply the needs of UPV, with the excess of these raw materials being sold to subsidiaries and third parties.

 

·       Cement:

 

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

 

·       Logistics

 

Railroads:

 

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

 

 

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Ports:

 

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

 

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

 

·       Energy:

 

Since the energy is fundamental in its production process, the Company has assets to generate electric power for guaranteeing its self-sufficiency.

 

Note 26 - Segment Information details financial information per CSN business segment.

 

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

2.a) Basis of preparation

 

The consolidated and parent company financial statements have been prepared and are being presented in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), respective rules issued by CPC (Accounting Pronouncements Committee) and with CVM (Brazilian Securities Commission), applicable to the preparation of financial statements. All the relevant information of the financial statements, and only this information, are being highlighted and correspond to those used by the Company's management.

 

The preparation of financial statements in conformity with IFRS and CPC 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. It is disclosed in the notes to this report all subjects involving a high degree of judgment or complexity, or when assumptions and estimates are significant to the consolidated financial statements, those subjects are related to the allowance for doubtful debts, provision for inventory losses, provision for labor, civil, tax, environmental and social security contingences, depreciation, amortization, depletion, provision for impairment, deferred taxes, financial instruments and employee benefits.  Actual results may differ from these estimates.

 

The financial statements are presented in thousands of Brazilian reais (R$). Depending on the applicable IFRS standard, the measurement criteria used in preparing the financial statements considers the historical cost, net realizable value, fair value or recoverable amount. When the IFRS and the CPC allows us to option between acquisition cost and other measurement criteria, the acquisition cost was the criteria used.

 

The consolidated and parent company financial statements were approved by the administration and authorized for issue on March 28, 2016.

 

2.b) Consolidated financial statements

 

The accounting policies have been consistently applied to all consolidated companies. The consolidated financial statements for the years ended December 31, 2015 and 2014 include the following direct and indirect subsidiaries, joint ventures and joint operations, as well as the exclusive funds Diplic, Mugen and Vértice, as follows:

 

 

 

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·           Companies

 

   

Equity interests (%)

   

Companies

 

12/31/2015

 

12/31/2014

 

Core business

             

Direct interest in subsidiaries: full consolidation

 

 

 

 

 

 

CSN Islands VII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands IX Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands X Corp. (1)

     

100.00

 

Financial transactions

CSN Islands XI Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Islands XII Corp.

 

100.00

 

100.00

 

Financial transactions

CSN Minerals S.L.U.

 

100.00

 

100.00

 

Equity interests

CSN Export Europe, S.L.U.

 

100.00

 

100.00

 

Financial transactions and Equity interests

CSN Metals S.L.U.

 

100.00

 

100.00

 

Equity interests and Financial transactions

CSN Americas S.L.U.

 

100.00

 

100.00

 

Equity interests and Financial transactions

CSN Steel S.L.U.

 

100.00

 

100.00

 

Equity interests and Financial transactions

TdBB S.A (*)

 

100.00

 

100.00

 

Equity interests

Sepetiba Tecon S.A.

 

99.99

 

99.99

 

Port services

Mineração Nacional S.A.

 

99.99

 

99.99

 

Mining and Equity interests

Companhia Florestal do Brasil

 

99.99

 

99.99

 

Reforestation

Estanho de Rondônia S.A.

 

99.99

 

99.99

 

Tin Mining

Cia Metalic Nordeste

 

99.99

 

99.99

 

Manufacture of containers and distribution of steel products

Companhia Metalúrgica Prada

 

99.99

 

99.99

 

Manufacture of containers and distribution of steel products

CSN Cimentos S.A. (2)

 

 

 

100.00

 

Cement manufacturing

CSN Gestão de Recursos Financeiros Ltda. (*)

 

99.99

 

99.99

 

Management of funds and securities portfolio

Congonhas Minérios S.A.

 

87.52

 

99.99

 

Mining and Equity interests

CSN Energia S.A.

 

99.99

 

99.99

 

Sale of electric power

FTL - Ferrovia Transnordestina Logística S.A.

 

89.79

 

88.41

 

Railroad logistics

Nordeste Logística S.A.

 

99.99

     

Port services

Indirect interest in subsidiaries: full consolidation

 

 

 

 

 

 

Companhia Siderúrgica Nacional LLC

 

100.00

 

100.00

 

Steel

CSN Europe Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

CSN Ibéria Lda.

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

Lusosider Projectos Siderúrgicos S.A.

 

99.94

 

99.94

 

Equity interests and product sales

Lusosider Aços Planos, S. A.

 

99.99

 

99.99

 

Steel and Equity interests

CSN Acquisitions, Ltd.

 

100.00

 

100.00

 

Financial transactions and Equity interests

CSN Resources S.A.

 

100.00

 

100.00

 

Financial transactions and Equity interests

CSN Holdings (UK) Ltd

 

100.00

 

100.00

 

Financial transactions and Equity interests

CSN Handel GmbH

 

87.52

 

100.00

 

Financial transactions, product sales and Equity interests

Companhia Brasileira de Latas

 

100.00

 

100.00

 

Sale of cans and containers in general and Equity interests

Rimet Empreendimentos Industriais e Comerciais S. A. (3)

     

100.00

 

Production and sale of steel containers and forestry

Companhia de Embalagens Metálicas MMSA

 

99.67

 

99.67

 

Production and sale of cans and related activities

Companhia de Embalagens Metálicas - MTM

 

99.67

 

99.67

 

Production and sale of cans and related activities

CSN Steel Holdings 1, S.L.U.

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

CSN Productos Siderúrgicos S.L. (4)

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

Stalhwerk Thüringen GmbH

 

100.00

 

100.00

 

Production and sale of long steel and related activities

CSN Steel Sections UK Limited (*)

 

100.00

 

100.00

 

Sale of long steel

CSN Steel Sections Polska Sp.Z.o.o

 

100.00

 

100.00

 

Financial transactions, product sales and Equity interests

CSN Asia Limited

 

100.00

 

100.00

 

Commercial representation

Namisa International Minérios SLU

 

87.52

 

 

 

Financial transactions, product sales and Equity interests

Namisa Europe, Unipessoal Lda.

 

87.52

     

Equity interests, product and iron ore sales

Namisa Handel GmbH

 

87.52

 

 

 

Financial transactions, product sales and Equity interests

Namisa Asia Limited

 

87.52

     

Commercial representation

Direct interest in joint operations: proportionate consolidation

 

 

 

 

 

 

Itá Energética S.A.

 

48.75

 

48.75

 

Electric power generation

CGPAR - Construção Pesada S.A.

 

50.00

 

50.00

 

Mining support services and Equity interests

Consórcio da Usina Hidrelétrica de Igarapava

 

17.92

 

17.92

 

Electric power consortium

Direct interest in joint ventures: equity method

 

 

 

 

 

 

Nacional Minérios S.A. (5)

     

60.00

 

Mining and Equity interests

MRS Logística S.A.

 

18.64

 

27.27

 

Railroad transportation

Aceros Del Orinoco S.A.

 

31.82

 

31.82

 

Dormant company

CBSI - Companhia Brasileira de Serviços de Infraestrutura

 

50.00

 

50.00

 

Equity interests and product sales and iron ore

Transnordestina Logística S.A.

 

56.92

 

62.64

 

Railroad logistics

Indirect interest in joint ventures: equity method

 

 

 

 

 

 

Namisa International Minérios SLU

     

60.00

 

Financial transactions, product sales and Equity interests

Namisa Europe, Unipessoal Lda.

 

 

 

60.00

 

Equity interests, product and iron ore sales

Namisa Handel GmbH

     

60.00

 

Financial transactions, product sales and Equity interests

MRS Logística S.A.

 

18.63

 

6.00

 

Railroad transportation

Namisa Asia Limited

     

60.00

 

Commercial representation

Direct interest in associates: equity method

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

 

20.00

 

20.00

 

Metallurgy and Equity interests

 

 

 

 

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 (*) They are Dormant Companies therefore they do not appear in the note 9.a, where is disclosed business information under the equity method.

 

(1) Company terminated in December 2015 due to the merger with CSN Islands VII;

(2) Company incorporated in May 2015;

(3) Company was incorporated in November 2015;

(4) New corporate name of CSN Steel Holdings 2, S.L.U. amended in May 2015;

(5) Company incorporated in December 2015 by Congonhas Minérios S.A. (note 9).

 

·           Exclusive funds

   

Equity interests (%)

   

Exclusive funds

 

12/31/2015

 

12/31/2014

 

Core business

Direct interest: full consolidation

 

 

 

 

 

 

Diplic - Private credit balanced mutual fund

 

100.00

 

100.00

 

Investment fund

Mugen - Private credit balanced mutual fund

 

 

 

100.00

 

Investment fund

Caixa Vértice - Private credit balanced mutual fund

100.00

 

100.00

 

Investment fund

BB Steel - Private credit balanced mutual fund

 

100.00

 

 

Investment fund

 

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

 

·          Transactions between subsidiaries, associates, joint ventures and joint operations         

 

Unrealized gains on transactions with subsidiaries, joint ventures and associates are eliminated to the extent of CSN’s equity interests in the related entity by the consolidation process. Unrealized losses are eliminated in the same manner as unrealized gains, although only to the extent that there are not indications of impairment. The Company eliminates the effect on profit or loss of transactions carried out with joint ventures and, as a result, reclassifies part of the equity in results of joint ventures to financial costs, cost of sales and income tax and social contribution.

 

The base date to the financial statements of the subsidiaries and joint ventures is the same as of the Company, and their accounting policies are also in line with the policies adopted by the CSN.

 

Subsidiaries

 

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

 

Joint ventures and joint operations

 

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

 

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

 

Joint ventures are accounted for under the equity method and are not consolidated.

 

 

 

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The Company eliminates the effect on profit or loss of transactions carried out with joint ventures and, as a result, eliminates part of the equity in results of joint ventures to financial costs, cost of sales, net sales and income tax and social contribution.

 

Associates

 

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

 

·          Transactions and non-controlling interests

 

The Company treats transactions with non-controlling interests as transactions with owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of subsidiary net assets is recorded in shareholders' equity. Gains and losses on disposals to non-controlling interests are also recognized directly in shareholders' equity, 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 disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

 

2.c) Parent company financial statements

 

In the parent company individual financial statements, investments in subsidiaries and associates are accounted for by the equity method. To get the same result and equity attributable to equity holders in parent company and consolidated financial statements, were made in both financial statements, the same practice of adjustments upon adoption of IFRS and CPCs.

 

2.d) Foreign currencies

 

i.       Functional and presentation currency

 

Items included in the financial statements are related to each one of the Company's subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). The consolidated financial statements are presented in Brazilian reais (R$), which is the Company’s functional currency and the Group’s presentation currency.

 

ii.      Transactions and balances

 

Transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the dates of the transactions or valuations when their values are remeasured. Foreign exchange gains and losses resulting from the settlement of those transactions and from the translation at exchange rates in effect as of December 31, 2015 related to monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when they are recognized in shareholders' equity as a result of monetary items of foreign operation characterized as foreign investment.

 

The balances of assets and liabilities are translated by exchange rates prevailing at the end of the reporting period. As of December 31, 2015, US$1 is equal to R$3.9048 (R$2.6562 at December 31, 2014) and €1 is equal to R$4.2504 (R$3.2270 at December 31, 2014).

 

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

 

 

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Changes in the fair value of monetary securities denominated in foreign currency, classified as available-for-sale, are segregated into exchange differences related to the amortized cost of the security and other changes in the carrying amount of the security. Exchange differences related to 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 investments classified as available-for-sale are included in comprehensive income in shareholders' equity.

 

iii.     Group companies

 

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

 

·         The assets and liabilities of each balance sheet presented are translated by exchange rate at the end of the reporting period;

 

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

 

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

 

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

 

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 into other comprehensive income are recognized in the income statement as part of the gain or loss on sale.

 

2.e) Cash and cash equivalents

 

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

 

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

 

2.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 goods and work in process comprise raw materials, labor and other direct costs (based on the normal production capacity). Net realizable value represents the estimated selling price in the normal course of business, less estimated costs of completion and costs necessary to make the sale.  The allowance for estimated losses on slow-moving or obsolete inventories are recognized when considered necessary.

 

 

 

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

 

2.h) Investments

 

Investments in subsidiaries, joint ventures and associates are accounted for under the equity method of accounting and are initially recognized at cost. The gains or losses are recognized in profit or loss as operating income (or expenses). In the case of foreign exchange differences arising on translating foreign investments that have a functional currency different from the Company’s, changes in investments due exclusively to foreign exchange differences, as well as adjustments to pension plans and 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 or written off due to impairment loss. Other investments are recognized at cost or fair value.

 

When necessary, the accounting policies of subsidiaries, joint ventures and associates are changed to ensure consistency with the policies adopted by the Company.

 

2.i) Business combination

 

The acquisition method is used to account for on each business combination conducted by the Company. The payment obligation transferred by acquiring an entity is measured by the fair value of the assets transferred, liabilities incurred and equity instruments issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement, where applicable. Acquisition-related costs are recognized in profit or loss for the year, as incurred. Identifiable assets acquired and liabilities assumed in a business combination are initially measured at their fair values at the acquisition date. 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 net assets.

 

2.j) Property, plant and equipment

 

Property, plant and equipment are carried at cost of acquisition, formation or construction, less accumulated depreciation or depletion and any impairment loss. Depreciation is calculated under the straight-line method based on the remaining economic useful economic lives of assets, as mentioned in note 10. The depletion of mines is calculated based on the quantity of ore mined. Land is not depreciated since their useful life is considered indefinite. However, if the tangible assets are mine-specific, that is, used in the mining activity, they are depreciated over the shorter between the normal useful lives of such assets and the useful life of the mine. The Company recognizes in the carrying amount of property, plant and equipment the cost of replacement, and consequently reducing the carrying amount of the part that is replaced if it is probable that future economic benefits embodied therein will revert to the Company, and if the cost of the asset can be reliably measured. All other disbursements are expensed as incurred. Borrowing costs related to funds obtained for construction in progress are capitalized until these projects are completed.

 

If some components of property, plant and equipment have different useful lives, these components are accounted for in separate line items of property, plant and equipment.

 

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

 

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

 

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

·         Topographic, geological, geochemical and geophysical studies;

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

·         Examine and test the extraction processes and methods;

·         Topographic surveys of transportation and infrastructure needs;

·         Market and financial studies;

 

 

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The development costs from new mineral deposits or from capacity expansion in mine operations are capitalized and amortized using the produced (extracted) units method based on the probable and proven ore quantities.

 

The development stage includes:

 

·         Drillings to define the ore body;

·         Access and draining plans;

·         Advance removal of overburden (top soil and waste material removed prior to initial mining of the ore body) and waste material (non-economic material that is intermingled with the ore body).

 

Stripping costs (the costs associated with the removal of overburden and other waste materials) incurred during the development of a mine, before production commences, they are capitalized as part of the depreciable cost of developing the property. Such costs are subsequently amortized over the useful life of the mine based on proven and probable reserves.

 

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

 

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

 

2.k) Intangible assets

 

Intangible assets comprise assets acquired from third parties, including through business combinations. 

 

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

 

Mineral rights acquired are classified in line item ‘’other assets’’ in intangible assets.

 

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

 

·       Goodwill

 

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

 

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

 

·       Software

 

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

 

 

 

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2.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 and/or depreciation, such as property, plant and equipment, are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized by the exciding value of an asset´s recoverable amount. The recoverable amount is the higher of the fair value of an asset less costs to sell and its value in use. For impairment testing purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows (Cash Generating Units, or CGUs). Non-financial assets, except for goodwill, are subsequently reviewed for possible reversal of the impairment at the reporting date.

 

2.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 periods during which services are provided by employees. Contributions paid in advance are recognized for an asset since it is agreed that either cash reimbursement or future reduction on payables will flow back to CSN. Contributions to a defined contribution plan that is expected to mature twelve (12) months after the end of the period in which the employee provides services are discounted to their present values.

 

Defined benefit plans

 

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

 

When the benefits of a plan are increased, the portion of the increased benefit related to past services of employees is recognized in profit or loss until the benefits become vested.

 

The Company recognizes all actuarial gains and losses resulting from defined benefit plans immediately in other comprehensive income. If the plan is extinguished, actuarial gains and losses are recognized in profit or loss.

 

 

 

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ii.    Profit sharing and bonus

 

Employee profit sharing and executives’ variable compensation are linked to the achievement of operating and financial targets. The Company recognizes a liability and an expense substantially allocated to production cost and, where applicable, to general and administrative expenses when such goals are met.

 

2.n) Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation and it has reliable cost estimation.

 

The amount recognized as a provision is the best value estimation required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is probable that reimbursement will be received and that the amount of the receivable can be measured reliably.

 

2.o) Concessions

 

The Company has governmental concessions to provide the following types of services: railway and port transportation managed by Company´s subsidiaries and joint-ventures. The concessions included in the consolidated financial statements are related to the rail network in the Northeast area, managed by the subsidiary FTL, the container terminal in Itaguaí, managed by the subsidiary TECON and the port terminal TECAR for exporting ore and importing coal, which is managed by the subsidiary Congonhas. The joint venture concessions are not disclosed in these financial statements.

 

The Company´s concession contracts are not within the scope of the international interpretative standard ICPC01/IFRIC12, considering that the grantor (refers to the government) has effectively no control over what, to whom and at what price the services will be provided by the dealer (refers to the private part) to the customers. In essence, all concession contracts has operating leasing characteristics. Therefore, the accounting should follow the accounting rules applicable to leases. Our concession agreements provide for the use of a specific asset for an agreed period of time, but without any transfer of ownership to the Company or option to buy these assets after the completion of these contracts.

 

Payments made under operating leases are recognized in the income statement on a straight line basis over the period of the contracts.

 

2.p) Share capital

 

Common shares are classified in shareholders' equity.

 

Incremental costs directly attributable to the issue of new shares or options are shown in shareholders' equity as a deduction to the amount received, net of taxes.

 

When any Company of the Group buys Company shares (treasury shares), the amount paid, including any directly additional costs (net of income tax), is deducted from shareholders' equity attributable to owners of the Company until the shares are canceled or 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.

 

2.q) Revenue recognition

 

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

 

 

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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 term.

 

2.r) Finance income and finance costs

 

Finance income includes interest income from funds invested (except available-for-sale financial assets), dividend income not accounted for under the equity method, 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 derivative instruments that are recognized in profit or loss. Interest income is recognized in profit or loss under the effective interest method. Dividend income is recognized in profit or loss when the Company’s right to receive payment has been established. Distributions received from investees accounted for under the equity method reduce the investment value.

 

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

 

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

 

2.s) Income tax and social contribution

 

Current income tax and social contribution are calculated based on the tax laws enacted by the end of the reporting period, including in the countries where the Group entities operate and generate taxable profit. Management periodically assesses the positions taken in the tax calculations with respect to situations where applicable tax regulations are open to interpretations. The Group recognizes provisions where appropriate, based on the estimated payments to tax authorities. The income tax and social contribution expense comprises current and deferred taxes. Current and deferred taxes are recognized in profit or loss unless they are related to business combinations or items recognized directly in shareholders' equity.

 

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

 

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax is not recognized for the following temporary differences: initial recognition of assets and liabilities in a transaction that is not a business combination and does not affect either the accounting or taxable profit or loss, and differences associated with investments in subsidiaries and joint ventures when it is probable that they will not reverse in the foreseeable future.

 

Moreover, a deferred tax liability is not recognized for taxable temporary differences resulting from the initial recognition of goodwill. The deferred tax is measured at the rates that are expected to be applied on temporary differences when they reverse, based on the laws enacted by the end of the reporting period.

 

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

 

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

 

A deferred income tax and social contribution asset is recognized for all tax losses, tax credits, and deductible temporary differences to the extent that it is probable that taxable profits will be available against which those tax losses, tax credits, and deductible temporary differences can be utilized. Annually, the Company reviews and verifies the existence of future taxable income and a provision for loss is recognized when the realization of these credits is not likely in less than 10 years.

 

 

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2.t) Earnings/(Loss) per share

 

Basic earnings/loss per share are calculated by means of the profit/loss for the year attributable to owners of the Group and the weighted average number of common shares outstanding in the related period. Diluted earnings/loss per 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 Group does not have any instruments potentially convertible into shares and, accordingly, diluted earnings/loss per share are equal to basic earnings/loss per share.

 

2.u) Environmental and restoration costs 

 

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

 

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

 

2.v) Research and development

 

Research expenditures are recognized as expenses when incurred. Expenditures on project developments (related to the design and testing stages of new or improved products) are recognized as intangible assets when it is probable that projects will be successful, based on their commercial and technological feasibility, and only when the cost can be reliably measured. When capitalized, development expenditures are amortized from the start of a product commercial production, on a straight-line basis and over the period of the expected benefit.

 

2.w) Financial instruments

 

i)    Financial assets

 

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

 

·         Financial assets measured at fair value through profit or loss

 

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

 

·         Loans and receivables

 

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

 

 

 

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·         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 for the Company, unless Management intends to dispose of the investment within 12 months from the end of the reporting period. Available-for-sale financial assets are recognized at fair value.

 

·         Recognition and measurement

 

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

 

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

 

The changes in the fair value of available-for-sale financial assets are recognized as follows: (i) the effects of foreign exchange differences and the changes in the fair value of the investment in the investee’s capital are recognized directly in the Company’s shareholders’ equity, in “Other comprehensive income” and; (ii) the effects of foreign exchange differences and the changes in the option’s fair value are recognized in the income statement for the year.

 

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

 

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

 

ii)      Impairment of financial assets

 

The Company evaluates in the end of each reporting period whether there is an evidence that a financial asset or a group of financial assets are 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 are evidences of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”),such loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets and the future cash flow estimation can be reliably calculated..

 

 

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The criteria used by CSN to determine whether there are evidences of impairment loss includes:

 

·       significant financial weakness related to the issuer or counterparty;

 

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

 

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

 

·       it becomes probable that the borrower will incur in bankruptcy or other financial reorganization;

 

·       the disappearance of an active market for the related financial asset because of financial weakness; or

 

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

 

- 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 by 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.

 

·         Assets classified as available-for-sale

 

In the case of equity securities classified as available-for-sale, a significant or prolonged decline at the fair value of an investment in an equity instrument below of its cost is also an 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 as well as the financial health and short-term business prospects for the investee, including factors such as:  industry and segment performance, changes in technology and operating/financial cash flows. If  any of the impairment evidences is observed for available-for-sale financial assets, the cumulative loss—measured as the difference between the acquisition cost and the current fair value, less any impairment loss on the financial asset previously recorded in profit or loss—is reclassified from equity to profit or loss. Impairment losses recognized in the income statement as available-for-sale instruments are not reversed.

 

CSN tested for impairment its available-for-sale investment in Usiminas shares, see note 13 – Financial Instruments.

 

iii)     Financial liabilities

 

Financial liabilities are classified 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.

 

 

 

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·       Financial liabilities measured at fair value through profit or loss

 

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

 

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

 

·          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, as well as trade payables.

 

·         Offsetting of financial instruments

 

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

 

iv)    Derivative instruments and hedging activities

 

·         Derivatives measured at fair value through profit or loss

 

Derivatives are initially recognized at fair value on the date when a derivative contract is entered, thereafter they are subsequently measured at their fair value and any changes are recognized as “Finance income (costs)” in the income statement.

 

·         Cash flow Hedge activities

 

The Company adopts hedge accounting and designates certain financial liabilities as a hedging instrument of a foreign exchange risk associated to the cash flows from forecast, highly probable exports (cash flow hedges).

 

At the inception of the transaction, the Company documents the relationships between the hedging instruments and the hedged items, as well as its risk management objectives and strategy for undertaking hedging transactions. The Company also documents its assessment, both at the inception of the hedge and on an ongoing basis, of whether the hedging transactions are highly effective in offsetting changes in the cash flows of the hedged items.

 

The effective portion of the changes in the fair value of financial liabilities designated and qualifying as cash flow hedge is recognized on equity, in line item "Hedge accounting”. Any gain or loss related to the ineffective portion is recognized immediately in profit or loss.

 

The amounts accumulated in equity are realized at the income statement in the periods when the forecast exports affect profit or loss.

 

When a hedging instrument expires, is settled in advance or the hedging relationship no longer meets the hedge accounting criteria, or even when Management decides to discontinue hedge accounting, all cumulative gains or losses recorded in  equity at the time remain recognized in  equity. When the forecast transaction is completed, the gain or loss is reclassified to profit or loss. When a forecast transaction is no longer expected to take place, the cumulative gain or loss previously recognized in shareholders’ equity is immediately transferred to the income statement, in line item “Finance income (costs)”.

 

The movements in the hedge amounts designated as exporting cash flow hedges are stated in note 13.

 

 

 

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·         Net investment hedge activities

 

For net investment hedge, the Company designates part of its financial liabilities as hedging instruments of its overseas investments with functional currencies other than the Group’s functional currency, according to CPC38/IAS39. Such relationship occurs since the maturity of the financial liabilities is related to the exchange variation of the investments in the amounts required for the effective relationship.

 

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking out various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values of the hedged item.

 

The effective portion of changes in the fair value of financial liabilities that are designated and qualify as a net investment hedge is recognized in equity in line item “Hedge Accounting”. The gain or loss relating to the ineffective portion is recognized in finance income (costs), when applicable. If at some point of the hedging relationship the balance of the debt is higher than the balance of the investment, the exchange variation on the excess debt will be reclassified to the statement of profit or loss as a finance income/cost (ineffectiveness of the hedge).

 

The amounts accumulated in equity will be realized in the statement of profit or loss upon disposal or partial disposal of the foreign operation.

 

The changes in the amounts of hedge denominated as Net investment hedge are shown in note 13.

 

2.x) Segment information

 

An operating segment is a component of the Group committed to the business activities from which it can obtain revenues and incur expenses, including revenues and expenses related to transactions with any other components of the Group.  All the operating results of operating segments are reviewed regularly by the Executive Officers of CSN to enable decisions regarding resources to be allocated to the segment and assessment of its performance. The Company  maintains distinct financial information for the distinct segments.

 

2.y) Government grants

 

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

 

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

 

2.z) New standards and interpretations issued and not yet adopted

 

The following standards, amendments to standards and IFRS interpretations issued by the IASB are not yet effective and were not early adopted by the Group for the year ended December 31, 2015:

 

Standard

Description

Effective date

 

IAS 16 and IAS 38

Property, Plant and Equipment and Intangible Assets – in May 2014 these accounting standards were revised to clarify that the revenue method will no longer be permitted for depreciation or amortization purposes.

 

2016

 

 

 

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IFRS 10 and IAS 28

Consolidated Financial Statements and Investments in Associates and Joint Ventures – in September 2014 a revision was issued proposing that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 to an investor’s subsidiary or joint venture should only be recognized to the extent of the unrelated investors' interests in the subsidiary or joint venture.

2016

 

IFRS 7

Financial Instruments: Disclosures – in September 2014 the IASB revised IFRS 7 to provide guidance to clarify whether a servicing contract is continuing involvement and that the additional disclosure requirements are not specific for interim reporting periods. This change has not yet been ratified by the CPC and should be adopted from 2016, with earlier application permitted.

 

2016

 

 

 

 

 

 

IFRS 9

 

 

 

 

 

Financial Instruments. IFRS 9 retains, but simplifies, the combined measurement model and establishes two main measurement categories of financial assets: amortized cost and fair value. The classification basis depends on the entity’s business model and the characteristics of the financial asset's contractual cash flow.

IFRS 9 retains most of IAS 39 requirements for financial liabilities.

The main change refers to those cases where the fair value of the financial liabilities must be segregated so that the fair value portion related to the entity’s credit risk is recognized in “Other comprehensive income” and not in profit or loss for the period.

The guidance on IAS 39 on the impairment of financial assets and hedge accounting is still applicable.

 

 

 

 

 

2018

 

 

 

 

 

 

 

IFRS 11

 

 

 

The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 for a business combination. The amendments also make it clear that the equity interest previously held in a joint operation is not re-measured on the acquisition of an additional equity interest in the same joint operation for as long as joint control is retained.

 

 

2016

 

 

 

 

IFRS15

 

Revenue from Contracts with Customers. This new standard introduces the principles that an entity will apply to determine the revenue measurement and when such revenue shall be recognized.

IFRS15 replaces IAS 11 Construction Contracts, IAS 18 Revenue, and related interpretations.

 

2018

 

 

IFRS16

Defines the principles for recognition, measurement,

presentation and disclosure of leases. IFRS 16 replaces IAS17 - Leases and related interpretations.

 

2019

 

 

There are no other standards, amendments to standards and interpretations not yet effective that the Group expects to have a material impact on its financial statements.

 

 

 

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2.a.a) Restatement of accounting balances

 

The Company reclassified in 2014 the balances of forfaiting transactions and drawee risk with commercial suppliers originally presented in balance sheet as line item trade payables to loans and financing, as follows:

 

a) Balance Sheet at December 31, 2014

           

Consolidated

         

Parent Company

           

12/31/2014

         

12/31/2014

   

Published balances

 

Reclassifications

 

Adjusted balances

 

Published balances

 

Reclassifications

 

Adjusted balances

Total Assets

 

49,767,100

     

49,767,100

 

49,599,467

     

49,599,467

                         

Trade payables

 

1,638,505

 

(470,679)

 

1,167,826

 

1,390,311

 

(470,679)

 

919,632

Borrowings and financing

 

29,883,379

 

470,679

 

30,354,058

 

29,090,147

 

470,679

 

29,560,826

Other liabilities

 

12,510,241

     

12,510,241

 

13,422,541

     

13,422,541

Total Liabilities

 

44,032,125

     

44,032,125

 

43,902,999

     

43,902,999

                         

Total equity

 

5,734,975

     

5,734,975

 

5,696,468

     

5,696,468

 

· Forfaiting

 

Trough out the financial years 2014 and 2015 the Company purchased raw materials from its suppliers located abroad through a foreign trade operation called Forfaiting, in which the financial institution makes the payment in cash to exporter by the net values of the securities (discount rate and other possible expenses already deducted), allowing the Company to finance imported goods by an yearly interest rate from 1.25% to 3.28%, maturing in 12 months. As of 31 December, 2015, this liability amounted to R$ 288,772 in consolidated and parent company (R$ 414,442 at December 31, 2014, in consolidated and parent company).

 

· Drawee risk

 

During the financial years 2014 and 2015 the Company carried out transactions denominated drawee risk, the transaction occurs when the financial institution engaged by the Company anticipates to suppliers the debt securities, so then subsequently receives from the Company on the maturity date those anticipated values. As of 31 December, 2015, this liability amounted to R$84,063 in consolidated and parent company (R$56,237 at December 31, 2014, in consolidated and parent company).

 

 

 

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b) Statements of cash flows at December 31, 2014

 

         

Consolidated

 

 

 

 

 

12/31/2014

 

Published balances

 

Reclassifications

 

Adjusted balances

           

Cash generated by operating activities

         

Loss of the period

(105,218)

     

(105,218)

Trade payables

581,951

 

(362,598)

 

219,353

Paid Interests

(2,742,876)

 

(2,078)

 

(2,744,954)

Others

3,454,528

     

3,454,528

Net cash generated by operating activities

1,188,385

 

(364,676)

 

823,709

 

         

Cash used in investing activities

(1,657,743)

     

(1,657,743)

 

         

Cash generated by financing activities

         

Forfaiting funding / drawee risk

   

641,430

 

641,430

Forfaiting amortization / drawee risk

   

(276,754)

 

(276,754)

Others

(896,015)

     

(896,015)

Net cash used in financing activities

(896,015)

 

364,676

 

(531,339)

 

         

Exchange rate changes on cash and cash equivalents

55,722

     

55,722

 

         

Decrease in cash and cash equivalents

(1,309,651)

     

(1,309,651)

 

           

Parent Company

 

 

 

 

 

 

12/31/2014

 

 

Published balances

 

Reclassifications

 

Adjusted balances

Cash generated by operating activities

 

         

Loss of the period

 

(105,218)

     

(105,218)

Trade payables

 

35,884

 

(362,598)

 

(326,714)

Paid Interests

 

(2,425,935)

 

(2,078)

 

(2,428,013)

Others

 

3,308,361

     

3,308,361

Net cash generated by operating activities

 

813,092

 

(364,676)

 

448,416

 

 

         

Cash used in investing activities

 

1,407,716

     

1,407,716

 

 

         

Cash generated by financing activities

           

Forfaiting funding / drawee risk

 

   

641,430

 

641,430

Forfaiting amortization / drawee risk

     

(276,754)

 

(276,754)

Others

 

718,829

     

718,829

Net cash used in financing activities

 

718,829

 

364,676

 

1,083,505

 

 

         

Exchange rate changes on cash and cash equivalents

 

132

     

132

 

 

         

Decrease in cash and cash equivalents

 

2,939,769

     

2,939,769

 

c) Statement of income and statement of comprehensive income at December 31, 2014

 

The Company has not presented the others statements as of 2014 since the changes in those tables were not material.

 

 

 

47


 

 

 

 

3.     BUSINESS COMBINATION - Acquisition of control of Nacional Minérios S.A. (Namisa)

 

3.1 Object of transaction

 

On December 11, 2014, the Board of Directors of CSN approved the establishment of a strategic alliance with an Asian Consortium comprised by the companies ITOCHU Corporation, JFE Steel Corporation, POSCO, Ltd., Kobe Steel Ltd., Nisshin Steel Co, Ltd. and China Steel Corp. (“Asian Consortium”).

 

The transaction consisted of a business combination through which the Asian Consortium contributed its equity interest of Namisa (40%) into Congonhas Minérios S.A. (“Congonhas Minérios”), a mining subsidiary of CSN. After the corporate restructuring, Congonhas Minérios became the holder of the commercial establishment related to CSN’s iron ore mine Casa de Pedra, CSN’s equity interest of Namisa (60%), 8,63% direct interest in MRS, as well as the right to manage and operate the solid bulk terminal of TECAR in Itaguaí Port (“TECAR”).

 

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

 

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

 

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

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

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

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

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

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

 

The following organization chart shows the new corporate structure after the transaction:

 

 

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

 

 

 

48


 

 

 

 

The transaction also includes an earn-out mechanism by which, in the event of a qualified liquidity event occurred under certain valuation parameters and within a defined time period after the closing of the transaction, the Asian Consortium’s equity interest in Congonhas Minérios could be diluted, at CSN´s sole discretion, from 12.48% to 8.21%. This mechanism was considered as a contingent asset and no related value was accounted thereto.

 

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

 

3.2 Application of CPC15/IFRS3 to the transaction

 

Prior to the transaction, Namisa was managed by means of a shareholders agreement, through which the Asian Consortium had sufficient vetoes that grant it substantial management rights over the operations. With respect to accounting, Namisa was classified as a joint venture within the scope of IFRS 10 and 11. CSN recorded its 60% equity interest in Namisa according to the equity method.

 

As mentioned above, CSN carried out a corporate restructuring involving the transfer of its mining operations, rights to operate the port terminal TECAR and equity interests in Namisa and MRS to Congonhas Minérios. This step of the transaction was carried out based on the book value of the assets, since there was no change control over the assets and equity stakes transferred. Upon conclusion of the corporate restructuring, Congonhas Minérios became the controlled company of CSN that concentrates the group’s mining businesses.

 

As a result of the transaction, Namisa became fully controlled by Congonhas Minérios. The Asian Consortium holds only protective vetoes in relation to the assets resulting from the business combination, usual in this type of transaction.

 

Accordingly, since there has been alteration of control over Namisa’s assets, CPC15/IFRS3 should be applied. Under the parameters of such accounting standards, the acquisition date for purposes of accounting records was November 30, 2015 and the acquirer considered for transaction purposes was Congonhas Minérios. Namisa was the acquiree.

 

3.3 Application of the acquisition method

 

Under CPC15/IFRS3, the acquisition method shall be applied for recording the transaction. The method consists of the following:

 

a) determining the purchase price;

b) recognizing the amount of the goodwill based on expectations for future profitability; and

c) recognizing a gain or loss on pre-existing relations that should be settled with the business combination.

 

These three steps are applicable to the acquisition of control over Namisa, and they are detailed as follows.

 

a)     Determination of the purchase price

 

According to CPC15/IFRS3, the purchase price is determined by the sum of the transferred assets, liabilities incurred, equity interests issued, non-controlling equity interests and the fair value of any equity interest held prior to the transaction. The following table summarizes the price considered for accounting purposes:

 

 

 

49


 

 

 

 

 

Item

 

Comment

 

R$ million

 

Ref.

Assets transferred

 

A payment in the amount of USD707MM is being carried out in the transaction.

 

2,727

 

(i)

Liabilities assumed

 

Refers to financial adjustment of working capital and
debt.

 

6

 

(i)

Equity interests issued

 

Congonhas Minérios issued shares that were delivered to the Asian Consortium.

 

2,619

 

(ii)

Fair value of the equity interest held by the acquiring company in the company acquired immediately prior to the combination

 

Congonhas Minérios held 60% of the Namisa shares prior to the business combination and appraised such equity interest at fair value.

 

8,023

 

(iii)

Purchase price considered for the business combination

 

13,375

 

 

 

i.       Assets transferred and liabilities assumed

 

Subsequent to the capital increase, the transaction included a payment made for acquisition of 4.16% of Congonhas Minérios’ shares held by the Asian Consortium in the amount of US$707 million, equivalent to R$2,727 as of November 30, 2015 and a liability amounting to R$6 to be paid along 2016.

 

Even though such payment was carried out by CSN for the acquisition of Congonhas Minérios shares, its economic effect was recorded at Congonhas Minérios as an integral part of the consideration received due to the control acquisition over Namisa, according to the guidelines provided by CPC15/IFRS3.

 

ii.      Equity interests issued – Shares in capital stock of Congonhas Minérios

 

Congonhas Minérios performed the primary issue of shares to the Asian Consortium representing 12.48% of its total capital. Pursuant to CPC15/IFRS3, such shares were appraised at fair value as of the acquisition date.

 

Such appraisal was performed using the discounted cash flow method, considering the business plans approved by the shareholders of Congonhas Minérios. The main premises of such appraisal and the results thereof are described in the table below:

 

Premises

 

Figures

Volumes of iron ore

 

60Mt/year over the long-term

Prices - Platts CFR China 62% Fe

 

Intervals from US$56 to US$75

Discount rate

 

Nominal WACC of 13.91%

Fair value as of Nov. 30, 2015 (equity value)

 

R$20,988 million

Percentage of shares held by the Asian Consortium after acquisition of the 4.16% equity interest

 

12.48%

Fair value attributed to the shares issued

 

R$2,619 million

 

The fair value of Congonhas Minérios was calculated by independent appraisers who issued an appraisal report.

 

iii. 60% equity interest in Namisa held prior to the acquisition

 

Congonhas Minérios held 60% of Namisa’s shares immediately prior to the transaction regarding the acquisition of control be concluded. Such shares were appraised under the equity method.

 

According to item 41 of CPC15/IFRS3, such shares are part of the consideration transferred and should be measured at their fair value as of the acquisition date. A gain or loss resulting from the difference between the fair value and the carrying amount recorded immediately prior to the acquisition should be recognized in profit or loss for the year.

 

The appraisal of the fair value of Namisa was conducted according to the discounted cash flow method, considering the business plans in effect prior to the transaction and approved by the shareholders. The main premises of such appraisal and the results thereof are shown in the following table:

 

 

 

50


 

 

 

 

Premises

 

Figures

Volumes of iron ore

 

40Mt/year over the long term

Prices - Platts CFR China 62% Fe

 

Intervals from US$56 to US$75

Discount rate

 

Nominal WACC of 14.36%

Fair value as of Nov. 30, 2015 (equity value)

 

R$13,375 million

Fair value attributed to the 60% participation (a)

 

R$8,023 million

Accounting Balances

 

 

Accounting balances considering the elimination of 60% due to the gain in the pre-existing relationship (b)

 

 

Carrying value as of Nov. 30, 2015 (60%)

 

R$6,164 million

Elimination of 60% on the gain of a pre-existing relationship (1)

 

R$933 million

 

 

5,231 million

Gain on appraisal of the 60% stake at fair value (a–(b)

 

R$2,792 million

 

(1)   According to item b(i) below, Namisa assets related to pre-existing contracts were adjusted to fair value at the acquisition date. The presentation of the gain in the valuation of the initial participation at fair value considers the elimination of 60% of the gain on the settlement of pre-existing relationship.

 

The fair value of Congonhas Minérios was calculated by independent appraisers who issued an appraisal report.

 

b)     Goodwill on acquisition of control over Namisa

 

According to CPC15/IFRS3, the acquirer shall recognize goodwill based on expectations for future profitability as of the acquisition date, measured by the amount at which the purchase price exceeds the fair value of the assets and liabilities acquired (Purchase Price Allocation – PPA). The transaction generated goodwill of R$3,691 million, as per the table below:

 

Item

 

R$ million

 

Ref.

Purchase price considered

 

13,375

 

Item (a)

Fair value of the assets and liabilities acquired

 

9,684

 

(i)

Goodwill based on expectations for future profitability (Note 11)

 

3,691

 

 

 

The goodwill based on expectations for future profitability is recorded under Intangible Assets and, since it does not have a definite useful life, it is not amortized, according to CPC 04. As from 2016, CSN will begin conducting impairment testing for this asset according to the requirements established by CPC 01.

 

 

 

51


 

 

 

(i)     Fair value of the assets and liabilities acquired

 

The following table shows the fair value allocation breakdown for 100% of the assets acquired and liabilities assumed as of November 30, 2015, calculated on the basis of reports prepared by independent appraisers:

 

               

Consolidated

 

 

Carrying amounts

 

Fair value adjustments

 

(-) Write-off of goodwill recorded at Namisa

 

Total fair value

Current assets

 

1,287,126

         

1,287,126

Cash and cash equivalents

 

783,256

         

783,256

Trade receivables

 

253,216

         

253,216

ROM and port advance - Congonhas

 

113,847

         

113,847

Other assets

 

136,807

         

136,807

Non-current assets

 

10,894,866

 

(189,319)

 

(578,531)

 

10,127,016

ROM and port advance - Congonhas

 

9,310,901

 

(1,554,121)

     

7,756,780

Other assets

 

144,982

         

144,982

MRS shares - 10%

 

306,190

 

480,610

     

786,800

Property, plant and equipment

 

550,825

 

156,271

     

707,096

Intangíible assets

 

581,968

 

727,921

 

(578,531)

 

731,358

Total assets acquired

 

12,181,992

 

(189,319)

 

(578,531)

 

11,414,142

 

 

             

Current liabilities

 

1,640,873

         

1,640,873

Borrowings and financing

 

4,680

         

4,680

Trade payables

 

29,037

         

29,037

Taxes payable

 

296,911

         

296,911

Dividends proposed (US$300 million)

 

1,156,800

         

1,156,800

Other payables

 

153,445

         

153,445

Non-current liabilities

 

266,224

 

19,402

 

(196,700)

 

88,926

Borrowings and financing

 

25,307

         

25,307

Provision for contingencies

 

7,486

         

7,486

Deferred taxes

 

215,783

 

19,402

 

(196,700)

 

38,485

Other payables

 

17,648

         

17,648

Total liabilities assumed

 

1,907,097

 

19,402

 

(196,700)

 

1,729,799

Total equity acquired

 

10,274,895

 

(208,721)

 

(381,831)

 

9,684,343

 

According to CPC15/IFRS3, the goodwill based on expectations for future profitability existing in the Namisa's financial statements, as of the acquisition date, should be written off so that a new goodwill is recognized.

 

The allocation of the fair value resulted in a loss in the total amount of R$208,721, distributed among the principal assets of Namisa. The following table shows the breakdown of the amounts allocated and a summary of the calculation methodology:

 

 

 

52


 

 

 

 

 

Assets acquired

 

Valuation method

Carrying amounts

 

Fair value adjustment

 

Total fair value

     

Stake in MRS - 10%

 

Entity's discounted cash flow considering the long-term business plan approved by shareholders.

306,190

 

480,610

 

786,800

Agreement for sale of ROM, provision of port services and ore processing between Namisa and Congonhas

 

The contractual prices were compared with the market prices for ore and port services observed in comparable market purchase and sale transactions, adjusted by fluctuations in Plats projected over the agreement term. Based on the contractual volume, the difference between the result projected on the terms of the agreement and the market conditions generates goodwill.

9,424,748

 

(1,554,121)

 

7,870,627

Property, plant and equipment

 

The amounts of property, plant and equipment were adjusted by the difference between the fair value of the PP&E and their respective net carrying amounts, as per the technical valuation conducted by an independent appraiser for the groups of assets represented by improvements, constructions, vehicles, furniture and fixtures. The useful lives follow the periods disclosed in Note 10.

550,825

 

156,271

 

707,096

Mining rights (Mina do Engenho, Fernandinho, Cayman)

 

The income approach was used based on the excess profitability methodology in multiple periods, due to the possibility of attributing the directly generated cash flow to the asset identified. Under this methodology, the amount of the mining rights is estimated based on their future profitability, discounting all costs and investments that would be necessary for extracting and processing the iron ore to their fair value. These rights will be amortized according to the depletion of the mines.

   

726,390

 

726,390

relationship with supplier - contract purchase of iron ore -
Itaminas

 

For the fair value calculation of the contract with Itaminas we used the income approach, comparing the future cash flows generated by operation in two scenarios, through the contract and market conditions.

   

1,531

 

1,531

Deferred income tax and social contribution on adjustments

 

 

   

(19,402)

 

(19,402)

Total

 

 

10,281,763

 

(208,721)

 

10,073,042

 

c)     Settlement of pre-existing relationships between Congonhas Minérios and Namisa

 

The CPC15/IFRS3 determines that the increase or decrease in fair value, resulting from an advantage or disadvantage in the transaction between the acquirer and the acquiree, should be eliminated, with recognition of a gain or loss in the income statement of the year as of the transaction date. Such assets or relationships are referred as pre-existing relationship in the context of CPC15/IFRS3.

 

Congonhas Minérios and Namisa have a pre-existing relationship resulting from long-term agreements for the performance of port services, supply of ROM iron ore and processing of ore. With the business combination, such agreements were extinct, since CSN’s mining activities have now been centralized at Congonhas Minérios.

 

According to CPC15/IFRS3, due to the fact that the business combination between Congonhas Minérios and Namisa have settled the pre-existing agreements, Congonhas Minérios recognized a gain for the year, recorded in the profit/loss item of Other operating income and expenses, amounting to R$621,648, which is related to the participation of 40% held by the Asian Consortium in the preexisting contracts.

 

3.4 Effects reflected in CSN parent company - Transaction between partners recorded in equity

 

As mentioned above, Congonhas Minérios was considered the acquirer for the application of CPC15/IFRS3. As a result to the completion of the transaction, there was a change in CSN’s shareholding in Congonhas Minérios, which has not represented a loss of control in Congonhas Minérios by CSN. The Company’s participation decreased from 100% to 87.52%. According to CPC36/IFRS10, this change should be classified as an equity transaction and the resulting gain or loss on the new value of the equity interest must be recorded directly in equity. Because of this percentage change, it was recorded a gain of R$1,945 million. The following table shows the reconciliation of this amount:

 

 

 

53


 

 

 

 

 

Events

 

R$ Million

Contribution to the capital of Congonhas Minérios by the Consortium - item (a)

 

2,619

CSN Participation - 87,52% (1)

 

2,292

Acquisition by CSN of 4.16% - item (a)

 

2,727

Consortium participation - 12.48% (2)

 

(340)

Other effects of the corporate reorganization (3)

 

(7)

Total gain on the transaction between shareholders (1 + 2 + 3)

 

1,945

 

3.5 Summary of the accounting impacts

 

The following table shows the full impact of the business combination described above in the results and equity of the Company:

 

Events

 

R$ Million

 

Accounting effect

 

P&L

 

Equity

Valuation Gain on 60% participation in Namisa, at fair value - item 3.3 (a) iii

 

2,792

 

2,792

Gain on settlement of preexisting relationships - item 3.3 ( c)

 

621

 

621

Gain on business combination before tax / social contribution (Note 24)

 

3,413

 

3,413

Income tax on the gain of the pre-existing relationship - item 3.3 (c)

 

(528)

 

(528)

Gain in transaction between shareholders - item 3.4

     

1,945

Total impact of the business combination

 

2,885

 

4,830

 

 

 

 

 

 

 

4.     CASH AND CASH EQUIVALENTS       

 

 

 

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Current

             

Cash and cash equivalents

             

Cash and banks

434,014

 

192,595

 

37,003

 

14,638

               

Short-term investments

             

In Brazil:

             

Government securities

165,520

 

246,407

 

164,311

 

205,304

Private securities

945,420

 

486,730

 

570,284

 

264,500

 

1,110,940

 

733,137

 

734,595

 

469,804

Abroad:

             

Time deposits

6,316,098

 

7,760,289

 

1,113,601

 

2,661,951

Total short-term investments

7,427,038

 

8,493,426

 

1,848,196

 

3,131,755

Cash and cash equivalents

7,861,052

 

8,686,021

 

1,885,199

 

3,146,393

 

The funds available in the Group and parent company set up in Brazil are basically invested in investment funds, classified as exclusive and its financial statements were consolidated within CSN the financial statements, consolidated and parent company. The funds include repurchase agreements backed by private and public securities, with pre-fixed income, with immediate liquidity.

 

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

 

A significant part of the funds of the Company and its foreign subsidiaries is invested in time deposits in banks considered by the administration as leading banks, bearing fixed rates.

 

 

 

54


 

 

 

 

5.     SHORT-TERM INVESTMENTS

 

The Company has investments in Public and Private securities managed by its exclusive funds that have been qualified as a margin deposits for the forward dollar contracts traded at BM&F Bovespa in the period and detailed in note 13 (b). The carrying amount of these financial investments totaled R$ 763,599 on December 31, 2015. These investments have pre-fixed yield and immediate liquidity.

 

6.     TRADE RECEIVABLES

     

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Trade receivables

             

Third parties

             

Domestic market

772,617

 

861,518

 

425,108

 

548,417

Foreign market

818,562

 

762,935

 

250,588

 

87,668

 

1,591,179

 

1,624,453

 

675,696

 

636,085

Allowance for doubtful debts

(151,733)

 

(127,223)

 

(112,502)

 

(93,536)

 

1,439,446

 

1,497,230

 

563,194

 

542,549

Related parties (Note 19 - b)

61,366

 

153,737

 

1,140,172

 

969,343

 

1,500,812

 

1,650,967

 

1,703,366

 

1,511,892

Other receivables

             

Dividends receivable (Note 19 - b) (*)

27,817

 

59,470

 

737,668

 

67,553

Advances to employees

40,190

 

32,743

 

24,465

 

22,977

Other receivables

9,458

 

9,876

 

2,024

 

2,076

 

77,465

 

102,089

 

764,157

 

92,606

 

1,578,277

 

1,753,056

 

2,467,523

 

1,604,498

 

(*) Refers mainly to dividends receivable from Congonhas Minérios S.A. totaling R$694,080 to be paid on November 30, 2016.

                                                                                          

In accordance with Group’ internal sales policy the Group performs operations relating to assignment of receivables without co-obligation in which, after assigning the customer’s trade notes/bills and receiving the amounts from each transaction closed, CSN settles the trade receivables and becomes entirely free of the credit risk on the transaction. This transaction totals R$232,275 as of December 31, 2015 (R$264,411 as of December 31, 2014), less the trade receivables.

 

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

 

       

Consolidated

 

 

 

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Current

 

1,049,033

 

1,284,824

 

423,801

 

464,322

Past-due up to 180 days

 

353,443

 

236,843

 

118,488

 

90,612

Past-due over 180 days

 

188,703

 

102,786

 

133,407

 

81,151

 

 

1,591,179

 

1,624,453

 

675,696

 

636,085

 

The movements in the Group’s allowance for doubtful debts are as follows:

 

       

Consolidated

 

 

 

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Opening balance

 

(127,223)

 

(114,172)

 

(93,536)

 

(88,518)

Estimated losses

 

(35,631)

 

(25,305)

 

(26,288)

 

(15,915)

Recovery of receivables

 

11,121

 

12,254

 

4,504

 

10,897

Balance related to incorporation

         

2,818

   

Closing balance

 

(151,733)

 

(127,223)

 

(112,502)

 

(93,536)

 

 

 

55


 

 

 

 

7.     INVENTORIES

     

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Finished goods

1,912,868

 

1,270,182

 

1,078,554

 

794,223

Work in progress

1,007,630

 

858,811

 

746,614

 

733,759

Raw materials

1,062,557

 

1,006,620

 

563,119

 

621,450

Storeroom supplies

962,078

 

949,062

 

489,816

 

825,983

Iron ore

95,461

 

147,699

 

6,912

 

147,699

Advances to suppliers

12,147

 

2,329

 

6,191

 

1,741

Provision for losses

(111,427)

 

(112,581)

 

(40,462)

 

(88,056)

 

4,941,314

 

4,122,122

 

2,850,744

 

3,036,799

 

The movements in the provision for inventory losses are as follows:

 

       

Consolidated

 

 

 

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Opening balance

 

(112,581)

 

(102,185)

 

(88,056)

 

(83,426)

Provision for losses /reversals of slow-moving and obsolescence (Note 24)

 

1,154

 

(10,396)

 

15,835

 

(4,630)

Drop down of assets to Congonhas

 

       

31,759

   

Closing balance

 

(111,427)

 

(112,581)

 

(40,462)

 

(88,056)

 

8.     OTHER CURRENT AND NON-CURRENT ASSETS

 

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

 

 

 

 

 

 

   

Consolidated

 

   

 

 

   

Parent Company

 

Current

Non-current

 

Current

 

Non-current

 

12/31/2015

 

12/31/2014

 

 

 

12/31/2014

 

 

 

12/31/2014

 

 

 

12/31/2014

Judicial deposits (Note 17)

 

 

 

 

328,542

 

288,804

 

 

 

 

 

263,046

 

239,902

Credits with the PGFN (1)

     

 

87,761

 

81,792

 

     

 

87,761

 

81,792

Recoverable taxes(2)

996,679

 

598,497

 

445,926

 

155,616

 

702,722

 

453,258

 

245,833

 

88,046

Prepaid expenses

119,456

 

36,226

 

28,119

 

33,323

 

19,440

 

24,151

 

4,500

 

15,620

Actuarial asset - related party (Note 19 b)

 

 

 

 

114,433

 

97,173

 

 

 

 

 

112,660

 

96,914

Derivative financial instruments (Note 13 I)

118,592

 

174,611

       

 

             

Exclusive fund quotas (3)

 

 

 

 

 

 

 

 

110,075

 

144,018

 

 

 

 

Securities held for trading (Note 13 I)

10,778

 

13,798

         

10,659

 

9,451

       

Iron ore inventory (4)

 

 

 

 

144,499

 

144,483

 

 

 

 

 

 

 

144,483

Northeast Investment Fund – FINOR

       

10,888

 

8,452

         

8,452

 

8,452

Other receivables (Note 13 I)

 

 

 

 

6,877

 

1,347

 

 

 

 

 

1,439

 

1,450

Loans with related parties (Note 19 b)

   

517,493

 

373,214

 

117,357

     

106,218

 

239,930

 

52,619

Other receivables from related parties (Note 19 b)

9,420

 

15,780

 

29,020

 

7,037

 

32,479

 

168,035

 

303,441

 

329,330

Others

31,524

 

17,898

 

14,642

 

12,036

         

14,408

 

11,770

 

1,286,449

 

1,374,303

 

1,583,921

 

947,420

 

875,375

 

905,131

 

1,281,470

 

1,070,378

 

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

 

(2) Refers mainly to taxes on revenue (PIS/COFINS) and State VAT (ICMS) recoverable and income tax and social contribution for offset. The variation in the year stems from recognition of extemporaneous credits in the year 2015. The Company conducted an assessment of their credits and expects to recover in the coming periods.

 

(3) Refers to transactions with derivatives managed by the exclusive funds.

 

(4) Long-term iron ore inventories that will be used after the construction of the processing plant, which will produce pellet feed, expected to start operating in the second half of 2017, splited to Congonhas Minérios from the drop down of mining assets (refer to note 3).

 

 

 

56


 

 

 

 

9.     INVESTMENTS

 

·       Reduce of financial leverage

 

With the primary goal of reducing financial leverage, the Company´s Management is focused on a plan of disposal of assets and believes that a portion of these assets will be sold within 12 months as from December 31, 2015; however, it is not possible to confirm that the sale is highly probable for any of the considered assets, within these 12 months period. The Company considers several sales scenarios that vary according to different macroeconomic and operating assumptions. In this context, the Company did not segregate and not reclassified these assets in the financial statements as discontinued operations in accordance with the CPC 31 (IFRS 5).

 

 

 

57


 

 

 

 

9.a) Direct equity interests in joint ventures, associates and other investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2015

                 

12/31/2014

Companies

 

Number of shares held by CSN in units

 

% Direct equity

interest

 

Participation in

 

% Direct equity interest

 

Participation in

     

Assets

 

Liabilities

 

 

 

 

   

Assets

 

Liabilities

 

 

 

 

         

Shareholders

   Profit(loss)          

Shareholders´

   

Profit(loss) for

         

equity

   for the period           equity    the period
 

Common

 

Preferred

       

 

 

 

       

 

 

 

Investments under the equity method

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

                                               

CSN Islands VII Corp.

 

20,001,000

 

 

 

100.00

 

7,877,792

 

7,837,793

 

39,999

 

486,635

 

100.00

 

7,214,810

 

7,568,331

 

(353,521)

 

341,699

CSN Islands VIII Corp.

(*)

                           

 

 

 

 

(183)

CSN Islands IX Corp.

 

3,000,000

 

 

 

100.00

 

2,329

 

 

2,329

 

409

 

100.00

 

1,113,075

 

1,111,155

 

1,920

 

(48)

CSN Islands X Corp.

(**)

           

 

 

 

(31,501)

 

100.00

 

20

 

61,633

 

(61,613)

 

(8,821)

CSN Islands XI Corp.

 

50,000

 

 

 

100.00

 

3,179,151

 

3,157,160

 

21,991

 

13,548

 

100.00

 

2,236,207

 

2,227,764

 

8,443

 

503

CSN Islands XII Corp.

 

1,540

     

100.00

 

2,815,700

 

3,910,786

 

(1,095,086)

 

(437,263)

 

100.00

 

2,000,851

 

2,658,674

 

(657,823)

 

(182,508)

CSN Minerals S.L.U.

 

3,500

 

 

 

100.00

 

5,644,572

 

1,265

 

5,643,307

 

1,507,307

 

100.00

 

4,151,169

 

15,169

 

4,136,000

 

(6,274)

CSN Export Europe, S.L.U.

 

3,500

     

100.00

 

1,397,512

 

9,373

 

1,388,139

 

460,291

 

100.00

 

930,973

 

3,125

 

927,848

 

99,302

CSN Metals S.L.U.

 

16,504,020

 

 

 

100.00

 

1,220,413

 

6,620

 

1,213,793

 

399,040

 

100.00

 

846,160

 

31,408

 

814,752

 

123,816

CSN Americas S.L.U.

 

3,500

     

100.00

 

2,139,488

 

2,729

 

2,136,759

 

415,750

 

100.00

 

1,588,221

 

23,490

 

1,564,731

 

15,298

CSN Steel S.L.U.

 

22,042,688

 

 

 

100.00

 

2,866,164

 

1,856,618

 

1,009,546

 

(319,636)

 

100.00

 

2,152,431

 

1,274,343

 

878,088

 

(27,014)

Sepetiba Tecon S.A.

 

254,015,052

     

99.99

 

391,889

 

130,650

 

261,239

 

33,170

 

99.99

 

358,321

 

122,778

 

235,543

 

21,509

Mineração Nacional S.A.

 

65,020,211

 

 

 

99.99

 

500,519

 

159,689

 

340,830

 

(1,807)

 

99.99

 

1,097

 

22

 

1,075

 

82

Estanho de Rondônia S.A.

 

51,665,047

     

99.99

 

32,028

 

20,565

 

11,463

 

(9,615)

 

99.99

 

35,101

 

14,023

 

21,078

 

(10,530)

Cia Metalic Nordeste

 

92,459,582

 

 

 

99.99

 

172,283

 

42,207

 

130,076

 

1,911

 

99.99

 

187,571

 

34,849

 

152,722

 

11,606

Companhia Metalúrgica Prada

 

313,651,399

     

99.99

 

734,570

 

521,637

 

212,933

 

(309,447)

 

99.99

 

618,212

 

427,701

 

190,511

 

(117,626)

CSN Cimentos S.A.

(***)

 

 

 

 

 

 

 

 

20,012

 

100.00

 

1,088,997

 

64,652

 

1,024,345

 

93,161

Congonhas Minérios S.A.

 

158,419,480

     

87.52

 

13,398,365

 

6,148,268

 

7,250,097

 

2,518,840

 

99.99

 

1,996,460

 

2,012,062

 

(15,602)

 

(7,419)

CSN Energia S.A.

 

43,149

 

 

 

99.99

 

87,316

 

27,471

 

59,845

 

16,307

 

99.99

 

73,569

 

14,299

 

59,270

 

79,703

FTL - Ferrovia Transnordestina Logística S.A.

353,190,644

     

89.79

 

513,711

 

183,767

 

329,944

 

(8,839)

 

88.41

 

566,259

 

272,513

 

293,746

 

(8,834)

Companhia Florestal do Brasil

 

35,454,849

 

 

 

99.99

 

32,242

 

 

32,242

 

(1,921)

 

99.99

 

29,471

 

8,495

 

20,976

 

(76)

Nordeste Logística

 

99,999

     

99.99

 

100

 

 

100

 

                   

Joint-venture e Joint-operation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

(***)

                     

1,156,468

 

60.00

 

10,113,587

 

642,561

 

9,471,026

 

673,060

Itá Energética S.A.

 

253,606,846

 

 

 

48.75

 

302,956

 

17,470

 

285,486

 

6,814

 

48.75

 

316,345

 

14,618

 

301,727

 

2,109

MRS Logística S.A.

 

26,611,282

 

2,673,312

 

18.64

 

1,502,463

 

945,958

 

556,505

 

78,684

 

27.27

 

1,959,145

 

1,182,454

 

776,691

 

103,458

CBSI - Companhia Brasileira de Serviços de Infraestrutura

1,876,146

 

 

 

50.00

 

15,593

 

15,091

 

502

 

(2,979)

 

50.00

 

18,678

 

15,196

 

3,482

 

575

CGPAR - Construção Pesada S.A.

50,000

     

50.00

 

50,574

 

39,972

 

10,602

 

8,084

 

50.00

 

61,689

 

55,129

 

6,560

 

13,000

Transnordestina Logística S.A.

 

22,761,085

 

1,397,545

 

56.92

 

4,229,494

 

2,958,449

 

1,271,045

 

(31,137)

 

62.64

 

4,115,120

 

2,818,184

 

1,296,936

 

(27,455)

Fair Value alocated to TLSA due to control loss

                 

659,105

                 

659,105

   

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil

 

27,239,971

     

20.00

 

54,402

 

53,363

 

1,039

 

(15,690)

 

20.00

 

60,101

 

44,429

 

15,672

 

(5,103)

 

 

 

 

 

 

 

 

49,161,626

 

28,046,901

 

21,773,830

 

5,953,435

 

 

 

43,833,640

 

22,719,057

 

21,773,688

 

1,176,990

Classified as available-for-sale

                                             

Usiminas

 

 

 

 

 

 

 

 

 

 

 

450,073

 

 

 

 

 

 

 

 

 

1,340,896

 

 

Panatlântica

                     

21,601

                 

31,589

   

 

 

 

 

 

 

 

 

 

 

 

 

471,674

 

 

 

 

 

 

 

 

 

1,372,485

 

 

Other investments

                                               

Profits on subsidiaries' inventories

 

 

 

 

 

 

 

 

 

 

(82,042)

 

18,580

 

 

 

 

 

 

 

(100,622)

 

(77,332)

Others

                     

65,017

 

(3,143)

             

65,019

 

(1,415)

 

 

 

 

 

 

 

 

 

 

 

 

(17,025)

 

15,437

 

 

 

 

 

 

 

(35,603)

 

(78,747)

Total investments

                     

22,228,479

 

5,968,872

             

23,110,570

 

1,098,243

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Classification of investments in the balance sheet

                                       

Investments in assets

 

 

 

 

 

 

 

 

 

 

 

23,323,565

 

 

 

 

 

 

 

 

 

24,199,129

 

 

Investments with negative equity

                     

(1,095,086)

                 

(1,088,559)

   

 

 

 

 

 

 

 

 

 

 

 

 

22,228,479

 

 

 

 

 

 

 

 

 

23,110,570

 

 

 

 

 

 

58


 

 

 

 

(*) Company extinguished in 2014;

(**) Company extinguished in 2015;

(***) Company incorporated in 2015;

 

The number of shares, the carrying amounts 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.

 

9.b) Merger of subsidiaries and division of assets

 

In 2015 there were controlled incorporation of operations, drop down of business establishment, and division of assets that impacted the financial statements as follows:

 

 

 

CSN Cimentos (1)

 

Casa de Pedra e Tecar (2)

 

Namisa (3)

 

Mineração
Nacional (4)

 

05/01/2015

 

12/31/2015

 

12/31/2015

 

12/31/2015

Cash and equivalents

 

129,745

     

213,355

   

Trade receivables

 

433,542

 

650,716

 

193,612

   

Inventories

 

21,814

 

497,357

 

61,513

 

19,026

Dividends receivable

         

1,344,829

   

Deferred tax

 

29,042

 

73,436

       

Advance to suppliers

     

14,470

 

9,414,947

   

Other current and non-current assets

 

21,452

 

229,841

 

173,273

 

7,838

Investments

 

93,564

 

6,173,113

 

344,698

   

Property, plant, equipment and intangible

 

397,570

 

5,932,597

 

1,091,498

 

41,848

Borrowings and financing

     

(3,257,338)

 

(1,257,299)

   

Advance to customers

 

   

(9,414,946)

       

Trade payables

 

(30,180)

 

(323,995)

 

(41,076)

 

(541)

Proposed dividends

 

       

(1,156,800)

   

Deferred tax

         

(143,146)

   

Tax payable

 

(10,625)

 

(25,550)

 

(141,959)

   

Other current and non-current liabilities

 

(24,919)

 

(392,978)

 

(209,826)

 

(9,133)

Net assets

 

1,061,005

 

156,723

 

9,887,619

 

59,038

 

(1) Merger of subsidiary CSN Cimentos as mentioned in Note 9.d;

 

(2) Drop down of the assets Casa De Pedra, TECAR, 60% of the shares of Namisa and 8.63% of MRS shares from CSN's mining business to the subsidiary Congonhas Minérios, as mentioned in Note 3;

 

(3) Merger of the subsidiary Namisa by Congonhas Minérios as mentioned in Note 3;

 

(4) Spin-off of Namisa assets to National Minérios in addition of restructuring the Company´s mining activities mentioned in note 3. Furthermore, besides the book values of the spin-off mentioned above, fair value adjustments were assigned to mining rights amounting to R$427 million, R$282 net of income taxes (IR/CSLL).

 

 

 

59


 

 

 

9.c) Rollforward of investments balances in joint ventures, associates and other investments

 

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Opening balance of investments

13,665,453

 

13,487,023

 

24,199,129

 

27,005,592

Opening balance of loss provisions

       

(1,088,559)

 

(1,231,511)

Investment balance of Namisa 11.30.15 (1)

(10,160,981)

           

Capital increase/acquisition of shares (2)

3,575

 

10,279

 

490,842

 

93,960

Acquisition of Congonhas Minérios shares - 4,16%

       

2,732,605

   

Capital reduction (3)

(466,758)

     

(546,796)

 

(3,120,344)

Dividends (4)

(54,464)

 

395,307

 

(3,985,128)

 

275,731

Comprehensive income (5)

(967,447)

 

(970,266)

 

(409,767)

 

(1,011,188)

Comprehensive income - Business Combination

       

1,944,676

   

Equity pickup (7)

1,192,034

 

743,119

 

5,968,872

 

1,098,243

Incorporation of subsidiary - CSN Cimentos

       

(1,061,005)

   

Drop down of MRS assets to Congonhas (8)

786,800

     

(6,173,113)

   

Transfer of assets - Casa de Pedra e Tecar (nota 9.b)

     

156,723

   

Others

15

 

(9)

     

87

Closing balance of investments

3,998,227

 

13,665,453

 

23,323,565

 

24,199,129

Balance of provision for investments with negative equity

       

(1,095,086)

 

(1,088,559)

Total

3,998,227

 

13,665,453

 

22,228,479

 

23,110,570

 

(1) Refers to Namisa´s equity on November 2015, before the business combination events, during which the company was not consolidated.

 

(2) The variation is due mainly by capital increase in Prada with capitalization of credits receivable from indirect subsidiaries Rimet and CBL amounting to R$331,869 as well as capital increase in the Mineração Nacional, due to the drop down of assets from Nacional Minérios in the amount of R$ 59,038 (see note 9.b).

 

(3) In 2015 it refers to capital reduction in the companies Nacional Minérios S.A. and Cia Metalic Nordeste. In 2014, refers to capital reduction in the subsidiaries CSN Steel, CSN Americas, CSN Metals, CSN Minerals and CSN Export.

 

(4) Dividend payments by Namisa in the amount of R$ 3,239,040 and declaration of dividends amounting to R$694,080, scheduled to be paid on November 30, 2016 (see Note 3);

 

(5) Refers to the mark-to-market of investments classified as available for sale and translation to the reporting currency of the foreign investments (the functional currency of which is not the Brazilian reais) and actuarial gain/loss reflecting the investments measured by equity method.

 

(6) Gain in percentage change regarding the business combination in accordance with note 3.4.

 

(7) The table below shows the reconciliation of the equity in results of affiliated companies included on investment balance with the amount disclosed in the income statement and it is due to the elimination of the results of the CSN´s transactions with these companies:

 

 

 

60


 

 

 

 

     

Consolidated

 

12/31/2015

 

12/31/2014

Equity in results of affiliated companies

 

 

 

Nacional Minérios S.A.

1,156,714

 

673,060

MRS Logística S.A.

78,684

 

102,476

CBSI - Companhia Brasileira de Serviços de Infraestrutura

(2,979)

 

572

Transnordestina

(31,137)

 

(27,465)

Arvedi Metalfer do Brasil

(15,690)

 

(5,524)

Others

6,442

 

 

 

1,192,034

 

743,119

Eliminations

 

 

 

To cost of sales

(50,815)

 

(45,812)

To net revenues

2,805

 

50,261

To finance costs

   

(628,629)

To taxes

16,324

 

212,221

Equity in results

1,160,348

 

331,160

 

(8) Shares of Namisa and MRS held by CSN, immediately prior to the transaction described in note 3, have been allocated to the establishments of Casa de Pedra and TECAR in order to increase capital in Congonhas Minérios, through commercial property trespass.

 

9.d) In Joint ventures and joint operations financial information

 

· SEPETIBA TECON S.A. (“TECON”)

 

The Container Terminal was created to exploit the terminal no 1 in Itaguaí Port, located in the State of Rio de Janeiro. The terminal is connected to the UPV by the Southeast railroad network.  The Southeast railroad network is the contract object of the concession that has been granted to MRS Logística S. A. The range of services includes the move operation of cargo, storage of containers and steel products, general cargo, cleaning and maintenance.

 

The Tecon concession was granted on September 3, 1998, this concession allows the exploitation of said terminal for 25 years renewable for the same period.

 

When the concession expires, it will return to the Union as well as all the rights and privileges transferred to Tecon, along with the ownership of assets and those resulting from investments, declared reversible by the Federal Government for being necessary to the continuity of terminal´s operation. The reversible assets will be indemnified by the Federal Government at the residual value of cost, based on the accounting records of Tecon after deducting depreciation.

 

· ESTANHO DE RONDÔNIA S.A. (“ERSA”)

 

Headquartered in the state of Rondônia, the subsidiary operates two units, which are based in the cities of Itapuã do Oeste and Ariquemes. In Itapuã do Oeste is extracted the cassiterite (tin ore) and in Ariquemes is located the casting operation, where the metallic tin is made,  which is the raw material used in UPV for the production of tin plates.

 

· CIA. METALIC NORDESTE (“Metalic”)

 

Headquartered in Maracanaú, State of Ceará, its corporate purpose is to manufacture metallic packaging destined basically to the beverage industry. Its production is mainly focused on the north and northeast Brazil market and the production excess is directed to foreign markets.

 

The Company´s operational unit has two separate production lines: i) cans, its main raw material is steel coated with tin, provided by the parent company and; ii) metal covers, its main raw material is aluminum.

 

 

 

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· COMPANHIA METALÚRGICA PRADA (“Prada”)

 

Metal packaging

 

Prada operates in the field of steel packaging, producing what is best and safest in steel cans, buckets and aerosols. Its supply chain includes the chemical and food segments, providing packaging and printing services to leading companies in the market.

 

On August 1, 2014 Prada subscribed 10.820.723.155 shares in its subsidiary Companhia Brasileira de Latas ("CBL") that were paid through the capitalization of credits arising from advances for future Capital Increase (AFAC), held by Prada and related CBL amounting to R$108,207.  Due to the increase mentioned, Prada´s participation raised from 59.17% to 95.55% of total share capital of CBL.

 

As of August 28, 2014 Prada acquired altogether the shares held by minority shareholders of CBL representing 4.45% of the share capital by the amount of $5. Nowadays Prada holds a 100% interest in the share capital CBL.

 

CBL is also engaged in the manufacture of metal steel packaging for the food and chemical industry, supplying its products to leading companies in the market, thus acting in the same Prada´s business segment.

 

Additionally, as of 2014 the Companhia de Embalagens (MMSA) has incorporated three metal packaging companies as follows: Empresa de Embalagens Metálicas (LBM Ltda.), Empresa de Embalagens Metálicas (MUD Ltda.) and Empresa de Embalagens Metálicas (MTM do Nordeste).

 

On November 30, 2015, Prada has incorporated its subsidiary Rimet Empreendimentos Industriais e Comerciais.

 

Distribution

 

Prada is a player in the market of processing and distribution regarding flat steel products, with a diversified product line. It provides coils, rolls, strips, blanks, metal sheets, profiles, tubes and tiles, among other products, to the most different industry segments - from automotive to construction. It is also specialized in providing service steel processing, meeting the demand of the all national companies.

 

· CSN CIMENTOS S.A. (“CSN Cimentos”)

 

Established in Volta Redonda, state of Rio de Janeiro, the Company is engaged in the manufacture and sale of cement, using as its raw materials the blast furnace slag from the UPV steelwork. CSN Cimentos started its operations on May 14, 2009.

 

As disclosed in material event as of April 9, 2015, CSN’s Board of Directors proposed the merger of the subsidiary CSN Cimentos SA, which had a net assets amounting to R$1,109,662 as of March 31, 2015, focusing on a single organizational structure of all commercial and administrative activities. At the extraordinary general meeting with the shareholders held on April 30, 2015, the merger of CSN Cimentos was approved, with effect from 1 May 2015, and as a result of the transaction, CSN Cimentos was extinguished and CSN assumed all its assets, rights and obligations.

 

· CSN ENERGIA S.A.

 

Its main objective is the distribution of the excess electric power generated by CSN and Companies, consortiums or other entities in which CSN holds an interest.

 

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

 

FTL was created on the purpose of incorporating the spun-off portion of TLSA, the Company holds the concession to operate the railway cargo transportation, the public service is provided in northeastern of Brazil, which includes the railway between the towns of Sao Luis to Fortaleza, Recife Daredevil, Itabaiana Cabedelo, Paula Cavalcante Macau and Propriá Jorge Lins ("Network I").

 

 

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As of April 2015, the CSN subscribed shares by capitalization of advances for future capital increase amounting R$ 45,071, therefore its participation in the share capital of the company increased from 88.41% to 89.79%.

 

· CONGONHAS MINÉRIOS S.A. (“CONGONHAS”)

 

Headquartered in Congonhas, Minas Gerais, it is primarily engaged in the production, purchase and sale of iron ore. Congonhas commercializes its products mainly in the overseas market. As mentioned in note 3, from 30 November 2015, the Congonhas has centralized mining operations of CSN, including the establishments of the mine Casa de Pedra, the port TECAR and the participation of 18.63% in MRS. The participation of the CSN in this subsidiary is 87,52%.

 

· MINERAÇÃO NACIONAL S.A.

 

Headquartered in Congonhas, Minas Gerais State, the Mineração Nacional is primarily engaged in the production and sale of iron ore. This subsidiary concentrates the assets of mining rights relating to mines Fernandinho, Cayman and Casa de Pedra transferred to this subsidiary in the business combination process described in note 3.

 

9.e) Joint ventures and joint operations financial information

 

The balances of the balance sheets and income statements of joint venture and joint operation are presented as follows and refer to 100% of the companies´ profit/loss:

 

   

11/30/2015

                 

12/31/2015

                     

12/31/2014

 

 

Joint-Venture

 

 

 

 

 

 

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

Equity interest (%)

 

Nacional

Minérios

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

Nacional

Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

 

 

37,27%

 

50,00%

 

56,92%

 

48,75%

 

50,00%

 

60,00%

 

27,27%

 

50,00%

 

62,64%

 

48,75%

 

50,00%

Balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

                                               

Cash and cash equivalents

 

456.364

 

671.475

 

3.343

 

75.977

 

36.647

 

10.621

 

5.499.139

 

266.905

 

925

 

511.586

 

31.436

 

27.253

Advances to suppliers

 

115.693

 

6.854

 

289

     

215

 

81

 

250.469

 

13.994

 

98

     

364

 

337

Other current assets

 

364.468

 

657.000

 

22.726

 

67.540

 

17.137

 

43.358

 

309.054

 

532.016

 

30.164

 

54.196

 

15.859

 

32.146

Total current assets

 

936.525

 

1.335.329

 

26.358

 

143.517

 

53.999

 

54.060

 

6.058.662

 

812.915

 

31.187

 

565.782

 

47.659

 

59.736

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

9.310.901

                     

9.236.170

                   

Other non-current assets

 

136.144

 

533.897

 

139

 

280.718

 

32.880

 

13.087

 

129.504

 

503.849

 

86

 

253.307

 

32.371

 

85

Investments, PP&E and intangible assets

 

1.399.713

 

6.191.459

 

4.689

 

7.006.464

 

534.569

 

34.000

 

1.431.643

 

5.867.645

 

6.083

 

5.750.208

 

568.883

 

63.557

Total non-current assets

 

10.846.758

 

6.725.356

 

4.828

 

7.287.182

 

567.449

 

47.087

 

10.797.317

 

6.371.494

 

6.169

 

6.003.515

 

601.254

 

63.642

Total Assets

 

11.783.283

 

8.060.685

 

31.186

 

7.430.699

 

621.448

 

101.147

 

16.855.979

 

7.184.409

 

37.356

 

6.569.297

 

648.913

 

123.378

                                                 

Current liabilitiesPassivo circulante

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

4.680

 

844.296

     

167.112

     

10.849

 

368.818

 

382.332

     

187.331

     

25.520

Other current liabilities

 

1.635.993

 

893.883

 

28.794

 

250.440

 

33.667

 

55.281

 

429.345

 

851.850

 

27.718

 

84.594

 

29.986

 

52.744

Total current liabilities

 

1.640.673

 

1.738.179

 

28.794

 

417.552

 

33.667

 

66.130

 

798.163

 

1.234.182

 

27.718

 

271.925

 

29.986

 

78.264

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

25.307

 

2.772.462

     

4.560.078

     

12.620

 

29.541

 

2.657.635

 

 

4.223.796

     

23.443

Other non-current liabilities

 

230.859

 

564.407

 

1.389

 

220.001

 

2.170

 

1.193

 

243.231

 

444.379

 

2.674

 

3.172

 

 

 

8.551

otal non-current liabilities

 

256.166

 

3.336.869

 

1.389

 

4.780.079

 

2.170

 

13.813

 

272.772

 

3.102.014

 

2.674

 

4.226.968

 

 

 

31.994

Shareholders’ equity

 

9.886.444

 

2.985.637

 

1.003

 

2.233.068

 

585.611

 

21.204

 

15.785.044

 

2.848.213

 

6.964

 

2.070.404

 

618.927

 

13.120

Total liabilities and shareholders’ equity

 

11.783.283

 

8.060.685

 

31.186

 

7.430.699

 

621.448

 

101.147

 

16.855.979

 

7.184.409

 

37.356

 

6.569.297

 

648.913

 

123.378

               

 

     

 

                       
   

11/30/2015

                 

01/01/2015 a

12/31/2015

                     

01/01/2014 a

12/31/2014

 

 

Joint-Venture

 

 

 

 

 

 

 

Joint-Operation

 

Joint-Venture

 

Joint-Operation

Balance sheet

 

Nacional

Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

Nacional

Minérios (*)

 

MRS Logística

 

CBSI

 

Transnordestina

Logística

 

Itá Energética

 

CGPAR

 

59,76%

 

37,27%

 

50,00%

 

56,92%

 

48,75%

 

50,00%

 

60,00%

 

27,27%

 

50,00%

 

62,64%

 

48,75%

 

50,00%

Statements of Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

751.595

 

3.172.744

 

151.097

     

157.379

 

172.388

 

1.474.633

 

3.063.061

 

161.372

 

14

 

136.565

 

278.855

Cost of sales and services

 

(557.504)

 

(2.094.961)

 

(147.186)

 

 

 

(88.683)

 

(132.034)

 

(1.214.196)

 

(2.013.846)

 

(150.411)

 

 

 

(86.751)

 

(234.944)

Gross profit

 

194.091

 

1.077.783

 

3.911

     

68.696

 

40.354

 

260.437

 

1.049.215

 

10.961

 

14

 

49.814

 

43.911

Operating (expenses) income

 

(113.533)

 

(371.798)

 

(8.615)

 

(32.863)

 

(50.455)

 

(14.480)

 

(277.648)

 

(282.736)

 

(8.934)

 

(28.459)

 

(46.182)

 

(3.572)

Finance income (costs), net

 

1.996.261

 

(255.003)

 

(1.254)

 

(18.309)

 

2.777

 

(1.713)

 

1.651.891

 

(190.294)

 

69

 

(15.383)

 

2.972

 

(1.309)

Income before income tax and social contribution

 

2.076.819

 

450.982

 

(5.958)

 

(51.172)

 

21.018

 

24.161

 

1.634.680

 

576.185

 

2.096

 

(43.828)

 

6.604

 

39.030

Current and deferred income tax and social contribution

 

(148.964)

 

(152.994)

 

 

 

(7.041)

 

(7.992)

 

(512.913)

 

(196.792)

 

(946)

     

(2.279)

 

(13.030)

Profit / (loss) for the period

 

1.927.855

 

297.988

 

(5.958)

 

(51.172)

 

13.977

 

16.169

 

1.121.767

 

379.393

 

1.150

 

(43.828)

 

4.325

 

26.000

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

 

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

 

Namisa, headquartered in Congonhas, State of Minas Gerais, is primarily engaged in the production, purchase and sale of iron ore and is mainly focused on foreign markets for the sale of its products.

 

In 12/31/2015 Namisa was merged into Congonhas Minérios S.A. concluding the transaction with the Asian Consortium, as detailed in note 3 – Business combination.

 

 

 

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ITÁ ENERGÉTICA S.A. - (“ITASA”)

 

ITASA is a corporation established in July 1996 that was engaged to operate under a shared concession, the Itá Hydropower Plant (UHE Itá), with 1,450 MW of installed power, located on the Uruguay River, on the Santa Catarina and Rio Grande do Sul state border.

 

·       MRS LOGÍSTICA S.A. (“MRS”)

 

With registered offices in the City of Rio de Janeiro-RJ, this subsidiary is engaged in public railroad transportation, on the basis of an onerous concession, on the domain routes of the Southeast Grid of the federal railroad network (Rede Ferroviária Federal S.A. – RFFSA), located in the Southeast (Rio de Janeiro, São Paulo and Belo Horizonte. The concession has a 30-year term as from December 1, 1996, extendable for an equal term by exclusive decision of the concession grantor.

 

MRS may further engage in services involving transportation modes related to railroad transportation and participate in projects aimed at expanding the railroad service concessions granted.

 

For performance of the services covered by the concession for a, MRS leased from RFFSA for the same concession period, the assets required for operation and maintenance of the freight railroad transportation activities. At the end of the concession, all the leased assets are to be transferred to the ownership of the railroad transportation operator designated at that time.

 

In 2014, the Company had a direct equity interest of 27.27% in the capital stock of MRS, as well as an indirect equity interest of 6% therein, together with its joint venture Namisa.

 

The Company has transferred 8.63% of its direct participation in MRS to Congonhas under the business combination described in note 3.

 

Owing to the transaction in question, as of December 31, 2015, the Company has a direct equity interest of 18.64% in the capital stock of MRS and an indirect equity interest of 18.63% through its subsidiary Congonhas Minérios, consequently the total participation is 37.27%.

 

·       CONSÓRCIO DA USINA HIDRELÉTRICA DE IGARAPAVA

 

The Igarapava Hydroelectric Power Plant is located on the Grande River, in the city of Conquista, MG, and has installed capacity of 210 MW. It consists of 5 bulb-type generating units.

 

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

 

The balance of property, plant and equipment less depreciation as of December 31, 2015 is R$27,084 (R$28,250 as of December 31, 2014) and the expense in 2015 amounted to R$5,040 (R$5,302 in 2014).

 

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

 

CBSI is the result of a joint operation between CSN and CKTR Brasil Ltda. Based in the city of Araucária, PR, CBSI is primarily engaged in providing services CSN and other third-party entities, and can operate activities related to the refurbishment and maintenance of industrial machinery and equipment, construction maintenance, industrial cleaning, logistic preparation of products, among other activities.  

 

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

 

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

 

 

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

 

TLSA is primarily engaged in the public service operation and development of a railroad network in the Northeast of Brazil network, comprising the rail segments Missão Velha-Salgueiro, Salgueiro-Trindade, Trindade-Eliseu Martins, Salgueiro- Porto de Suape, and Missão Velha-Porto de Pecém sections (“Railway System II”).

 

During the year 2015, CSN and others shareholders subscribed 3,973,152 shares in TLSA amounting to R$213,834, which R$3,229 from CSN and R$210,605 from others shareholders, consequently at December 31, 2015 CSN held 56.92% of TLSA share capital.  Therefore, due to the transactions described above that caused a participation change of the shareholders in the share capital of TLSA on 2015, the Company recognized a gain of R$2,014, recorded in equity.

 

9.f) Additional information on indirect participation in abroad operations

 

·         STAHLWERK THÜRINGEN GMBH (“SWT”)

 

SWT was formed from the former industrial steel complex of Maxhütte, located in the Germany city of Unterwellenborn, which produces steel shapes used for construction in accordance with international quality standards. Its main raw material is steel scrap, the Company has an installed production capacity of 1.1 million metric tons steel/year. The SWT is a wholly owned indirect subsidiary of CSN Steel S.L.U, a subsidiary of CSN.

 

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

 

The CSN LLC has an industrial plant in Terre Haute, Indiana State - USA, where is located the cold rolled and galvanized steel production lines. The LLC assets and liabilities came from the extinct Heartland Steel Inc., Incorporated in 2001. CSN LLC is a wholly owned indirect subsidiary of CSN Americas S.L.U, a subsidiary of CSN.

 

·         LUSOSIDER AÇOS PLANOS S.A. (‘Lusosider’’)

 

Incorporated in 1996 in succession to Siderurgia Nacional (a company privatized by the Portuguese government that year), Lusosider is the only Portuguese company of the steel industry to produce cold rolled and galvanized anti-corrosion steel. Based in Paio Pires, The Lusosider has an installed capacity of about 550,000 tons / year to produce four large groups of steel products: galvanized sheet, cold rolled sheet, pickled and oiled plate. The products are manufactured by Lusosider and may be used in the packaging industry, construction (pipes and metallic structures) and in home appliance components.

 

9.g) Other investments

 

·       PANATLÂNTICA S. A. (“Panatlântica”)

 

Panatlântica is  a publicly-held company, headquartered in the city of Gravataí, State of Rio Grande do Sul, engaged in the manufacturing, trade, import, export and processing of steel and ferrous or non-ferrous metals, coated or not. This investment is classified as available-for-sale and measured at fair value.

 

The Company currently holds 11.38% (11.40% as of December 31, 2014) of Panatlântica’s total share capital.

 

·       USINAS SIDERURGICAS DE MINAS GERAIS S.A. – USIMINAS (“USIMINAS”)

 

Usiminas, headquartered in Belo Horizonte, State of Minas Gerais, is engaged in steel and related operations.  Usiminas produces flat rolled steel in the Intendente Câmara and José Bonifácio de Andrada e Silva plants, located in Ipatinga, Minas Gerais, and Cubatão, São Paulo, respectively, the final product is sold in the domestic and  foreign market. Usiminas also exploits iron ore mines located in Itaúna, Minas Gerais, to meet its verticalization and production 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, all centers are located in strategic locations for the shipment of its production.

 

 

 

65


 

 

 

 

On April 9, 2014, the Administrative Council for Economic Defense (CADE - Conselho Administrativo de Defesa Econômica) issued its decision on the matter about the Usiminas shares held by CSN signing a Performance Commitment Agreement), also called TCD, between CADE and CSN. Under the terms of the decision of CADE and TCD, CSN must reduce its interest in USIMINAS and evaluate strategic alternatives with respect to its investment in Usiminas.

 

As of December 31, 2015 and 2014, the Company reached holdings of 14.13% in common shares and 20.69% in preferred shares of USIMINAS share capital.

 

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

 

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

 

Arvedi, headquartered in Salto, State of São Paulo, is engaged in pipe production. As of December 31, 2015 and 2014 CSN held 20.00% of Arvedi’s share capital.

 

10.   PROPERTY, PLANT AND EQUIPMENT

                         

Consolidated

 

Land

 

Buildings

 

Machinery.
equipment
and facilities

 

Furniture
and fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at December 31, 2014

216,458

 

2,432,450

 

10,499,676

 

36,633

 

2,243,967

 

194,956

 

15,624,140

Cost

216,458

 

3,021,437

 

16,791,750

 

167,410

 

2,243,967

 

414,276

 

22,855,298

Accumulated depreciation

   

(588,987)

 

(6,292,074)

 

(130,777)

     

(219,320)

 

(7,231,158)

Balance at December 31, 2014

216,458

 

2,432,450

 

10,499,676

 

36,633

 

2,243,967

 

194,956

 

15,624,140

Exchange rate effect

16,418

 

51,910

 

230,588

 

1,453

 

5,498

 

4,833

 

310,700

Acquisitions

1,841

 

9,710

 

242,656

 

3,292

 

1,914,732

 

10,355

 

2,182,586

Capitalized interest (notes 25 and 31)

               

166,366

     

166,366

Write-offs (note 24)

       

(2,507)

 

(49)

 

(3,827)

 

(83)

 

(6,466)

Depreciation

   

(103,387)

 

(1,005,848)

 

(6,214)

     

(11,573)

 

(1,127,022)

Transfers to other asset categories

22,623

 

95,524

 

880,652

 

81

 

(1,270,903)

 

272,023

   

Transfers to intangible assets

               

(1,852)

     

(1,852)

Business Combination, fair value of assets acquired (nota 3)

6,949

 

215,642

 

266,934

 

3,790

 

146,734

 

67,047

 

707,096

Update of the ARO estimation

                   

22,582

 

22,582

Others

   

(5,723)

 

(2,879)

     

(1,329)

 

3,400

 

(6,531)

Balance at December 31, 2015

264,289

 

2,696,126

 

11,109,272

 

38,986

 

3,199,386

 

563,540

 

17,871,599

Cost

264,289

 

3,436,458

 

18,638,117

 

183,086

 

3,199,386

 

811,535

 

26,532,871

Accumulated depreciation

   

(740,332)

 

(7,528,845)

 

(144,100)

     

(247,995)

 

(8,661,272)

Balance at December 30, 2015

264,289

 

2,696,126

 

11,109,272

 

38,986

 

3,199,386

 

563,540

 

17,871,599

 

 

 

66


 

 

 

 

 

                         

Parent Company

 

Land

 

Buildings

 

Machinery.
equipment
and facilities

 

Furniture
and fixtures

 

Construction
in progress

 

Other (*)

 

Total

Balance at December 31, 2014

110,181

 

1,786,572

 

8,882,070

 

29,036

 

2,118,097

 

183,338

 

13,109,294

Cost

110,181

 

2,003,303

 

13,877,027

 

136,041

 

2,118,097

 

301,835

 

18,546,484

Accumulated depreciation

   

(216,731)

 

(4,994,957)

 

(107,005)

     

(118,497)

 

(5,437,190)

Balance at December 31, 2014

110,181

 

1,786,572

 

8,882,070

 

29,036

 

2,118,097

 

183,338

 

13,109,294

Acquisitions

       

203,870

 

2,030

 

1,769,120

 

4,484

 

1,979,504

Capitalized interest (notes 25 and 31)

1,400

 

214,879

 

175,298

 

561

 

13

 

4,713

 

396,864

Write-offs (note 24)

(50,854)

 

(1,287,945)

 

(3,332,850)

 

(9,268)

 

(1,117,432)

 

(115,336)

 

(5,913,685)

Depreciation

               

160,777

     

160,777

Transfers to other asset categories

       

(91)

 

(14)

 

(3,827)

 

(58)

 

(3,990)

Transfers to intangible assets

   

(57,055)

 

(782,928)

 

(4,680)

     

(10,486)

 

(855,149)

Business Combination, fair value of assets acquired (nota 3)

22,623

 

218,343

 

959,632

 

14

 

(1,200,871)

 

259

   

Update of the ARO estimation

               

(624)

     

(624)

Others

   

(5,723)

 

(1,281)

     

(1,926)

 

2,287

 

(6,643)

Balance at December 31, 2015

83,350

 

869,071

 

6,103,720

 

17,679

 

1,723,327

 

69,201

 

8,866,348

Cost

83,350

 

1,025,848

 

10,677,122

 

118,301

 

1,723,327

 

159,914

 

13,787,862

Accumulated depreciation

   

(156,777)

 

(4,573,402)

 

(100,622)

     

(90,713)

 

(4,921,514)

Balance at December 30, 2015

83,350

 

869,071

 

6,103,720

 

17,679

 

1,723,327

 

69,201

 

8,866,348

 

(*) Refer basically to railway assets such as courtyards, tracks and leasehold improvements, vehicles, hardware, mines, ore deposits, and spare part inventories.

 

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

 

 

 

 

 

 

 

 

 

Consolidated

Project description

 

Start date

 

Completion date

 

12/31/2015

 

12/31/2014

Logistics

               

Current investments for maintenance of current operations.

 

 

 

 

 

35,457

 

45,522

         

35,457

 

45,522

Mining 

 

 

 

 

 

 

 

 

Expansion of Casa de Pedra Mine capacity production.

 

2007

 

2016/2017

(1)

709,945

 

462,075

Expansion of TECAR export capacity.

 

2009

 

2020

(2)

390,920

 

332,394

Current investments for maintenance of current operations.

         

302,764

 

60,236

 

 

 

 

 

 

1,403,629

 

854,705

Steel

               

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

 

2008

 

2016

(3)

105,697

 

95,991

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

 

2006

 

2015

     

1,140

Expansion of the service center/Mogi.

 

2013

 

2015/2016

(4)

14,950

 

46,993

Current investments for maintenance of current operations.

         

375,579

 

159,499

 

 

 

 

 

 

496,226

 

303,623

Cement

               

Construction of cement plants.

 

2011

 

2016

(5)

1,254,897

 

1,030,938

Current investments for maintenance of current operations.

         

9,177

 

9,179

 

 

 

 

 

 

1,264,074

 

1,040,117

 

 

 

 

 

 

3,199,386

 

2,243,967

(1)   Expected date for completion of the Central Plant Stage 1;

(2)   Estimated date for the completion of the 60 mtpa phase;

 

 

67


 

 

 

 

(3)   Refers to advance for construction of two new plants, which were converted in the third quarter of 2015 to a supply contract of equipment for using in steelmaking operation. 

(4)   Expected date for completion of Service Center/Mogi;

(5)   Expected date for completion of Arcos/Minas Gerais unit.

 

In 2015 the management conducted a review of useful lives for all the Company's units. Therefore, the estimated useful lives for the current year are as follows:

 

     

Consolidated

 

 

 

Parent Company

In Years

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Buildings

43

 

43

 

43

 

42

Machinery, equipment and facilities

18

 

18

 

18

 

18

Furniture and fixtures

11

 

10

 

11

 

11

Other (*)

14

 

29

 

11

 

13

 

(*) In 2015, after review, the assets of locomotives, wagons and above structure, which were which were on average depreciated over 29 years and inserted into other, were reclassified to the class Buildings and Machinery, equipment and facilities.

 

10.a) Depreciation and amortization expense:

 

Additions to depreciation, amortization and depletion for the period were distributed as follows:

 

     

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Production costs

1,112,538

 

1,222,302

 

847,725

 

1,006,971

Sales expenses

9,358

 

9,066

 

7,484

 

6,955

General and Administrative Expenses

13,876

 

13,763

 

8,532

 

8,972

 

1,135,772

 

1,245,131

 

863,741

 

1,022,898

Other operating expenses (*)

41,068

 

36,354

 

 

 

714

 

1,176,840

 

1,281,485

 

863,741

 

1,023,612

 

(*) Refers to the depreciation of unused equipment and intangible assets amortization, see note 23.

 

10.b) Capitalized Interest

 

As of December 31, 2015, the Company capitalized borrowing costs amounting to R$166,366 in consolidated and R$160,777 in parent company (as of December 31, 2014, R$ 165,789 in consolidated and parent company). These costs are basically estimated for the cement, mining and long steel projects, mainly relating to: new integrated cement plant, (ii) Casa de Pedra expansion (iii); long steel mill in the city of Volta Redonda (RJ), see notes 25 and 31.

 

The rates used to capitalize borrowing costs are as follows:

 

Rates

12/31/2015

 

12/31/2014

Unspecified projects

11,35%

 

10.03%

 

 

 

68


 

 

 

 

11.   INTANGIBLE ASSETS

 

                         

Consolidated

         

Parent Company

 

Goodwill

 

Customer relationships

 

Software

 

Trademarks
and
patents

 

Rights and licenses

 

Others

 

Total

 

Goodwill

 

Software

 

Total

Balance at December 31, 2014

407,434

 

347,115

 

79,867

 

109,052

 

 

 

185

 

943,653

 

13,091

 

75,825

 

88,916

Cost

666,768

 

415,964

 

153,080

 

109,052

     

185

 

1,345,049

 

14,135

 

110,241

 

124,376

Accumulated amortization

(150,004)

 

(68,849)

 

(73,213)

 

 

 

 

 

 

 

(292,066)

 

(1,044)

 

(34,416)

 

(35,460)

Adjustment for accumulated recoverable value

(109,330)

                     

(109,330)

           

Balance at December 31, 2014

407,434

 

347,115

 

79,867

 

109,052

 

 

 

185

 

943,653

 

13,091

 

75,825

 

88,916

Effect of foreign exchange differences

   

104,136

 

191

 

34,584

     

60

 

138,971

         

Acquisitions and expenditures

 

 

 

 

1,234

 

 

 

78

 

150

 

1,462

 

 

 

 

 

Incorporation of subsidiary - CSN Cimentos

                       

     

706

 

706

Transfers of the assets related to Casa de Pedra e Tecar

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,912)

 

(18,912)

Business combination, fair value of assets e goodwill (nota 3b)

3,691,031

 

1,531

 

3,437

     

726,390

     

4,422,389

         

Transfer of property. Plant and equipment

 

 

 

 

930

 

 

 

922

 

 

 

1,852

 

 

 

624

 

624

Amortization

   

(39,395)

 

(10,423)

             

(49,818)

     

(8,592)

 

(8,592)

Balance at December 31, 2015

4,098,465

 

413,387

 

75,236

 

143,636

 

727,390

 

395

 

5,458,509

 

13,091

 

49,651

 

62,742

Cost

4,357,799

 

549,413

 

173,154

 

143,636

 

727,390

 

395

 

5,951,787

 

14,135

 

84,552

 

98,687

Accumulated amortization

(150,004)

 

(136,026)

 

(97,918)

 

 

 

 

 

 

 

(383,948)

 

(1,044)

 

(34,901)

 

(35,945)

Adjustment for accumulated recoverable value

(109,330)

                     

(109,330)

         

Balance at December 31, 2015

4,098,465

 

413,387

 

75,236

 

143,636

 

727,390

 

395

 

5,458,509

 

13,091

 

49,651

 

62,742

 

 

As a result, the estimated useful lives for the current year are as follows:

 

 

   

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Software

5

 

5

 

5

 

5

Customer relationships

13

 

13

       

 

·       Impairment testing

 

The goodwill arising from expectations for future profitability of the companies acquired and the intangible assets with indefinite useful lives (trademarks) have been allocated to the operational divisions (cash-generating units) of CSN, which represent the lowest level of assets or group of assets. According to CPC 01, when a CGU has an intangible asset with indefinite useful life allocated, the Company performs an impairment test. The CGU with intangible assets in this situation are as follows:

 

                           

Consolidated

       

Goodwill

 

Brands

 

Total

Cash generating unity

 

Segment

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Packaging (*)

 

Steel

 

158,748

 

158,748

         

158,748

 

158,748

Flat steel (**)

 

Steel

 

13,091

 

13,091

         

13,091

 

13,091

Long steel (***)

 

Steel

 

235,595

 

235,595

 

143,636

 

109,052

 

379,231

 

344,647

Mining (****)

 

Mining

 

3,691,031

             

3,691,031

   
       

4,098,465

 

407,434

 

143,636

 

109,052

 

4,242,101

 

516,486

 

(*) The goodwill of the Packaging cash-generating unit is shown net of impairment loss in the amount of R$109,330.

 

(**) Goodwill of flat steel is allocated to the steel operation CSN, considering the operation of the Presidente Vargas Steelworks and other assets involved in other product processing steps until its sale to the customer.

 

(***) The goodwill and trademark that are recorded in line item intangible assets at long steel segment, those transactions are derived from the business combination of Stahlwerk Thuringen GmbH ("SWT") and Gallardo Sections CSN. The assets mentioned are considered to have indefinite useful lives as they are expected to contribute indefinitely to the Company's cash flows.

 

(****) Refers to the goodwill based on expectations for future profitability, resulting from the acquisition of Namisa by Congonhas Minério, an operation that was concluded in December 2015. As from 2016, the balance will be tested annually for impairment. See further details relating to calculation of the goodwill in note 3 – Business Combination.

 

 

69


 

 

 

 

The impairment testing of the goodwill and the trademark include the balance of property, plant and equipment of the cash-generating units and also the intangible. The test is based on the comparison between the actual balances and the value in use of those units, determining based on the projections of discounted cash flows and use of such assumptions and judgements as: revenue growth rate, costs and expenses, discount rate, working capital, future Capex investment and macroeconomic assumptions observable in the market.

 

The main assumptions used in the test were as follows:

 

Segment

 

Real Discount Rate

 

Revenue Growth Rate

Long steel (*)

 

7.90%

 

3.53%

Metal packaging

 

9.39%

 

6.07%

 

(*) The assets tested are located in Germany. The discount rate is calculated in Euro and the growth rate is the expectation for the region of Europe, the market in which this CGU generates cash flows.

 

Based on the analyses conducted by Management, was not necessary to record losses by impairment to those assets in the year ended on December 31, 2015.

 

12.   BORROWINGS, FINANCING AND DEBENTURES

 

As December 31, 2015 the balances of borrowings, financing and debentures, which are carried at amortized cost, are as follows:

 

 

                   

Consolidated

 

 

 

 

 

 

 

Parent Company

   

Prepayment

 

Current liabilities

 

Non-current liabilities

 

Current liabilities

 

Non-current liabilities

     

12/31/2015

 

12/31//2014 Ajusted

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31//2014 Ajusted

 

12/31/2015

 

12/31/2014

FOREIGNCURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepayment

 

1% to 3.5%

 

207,657

 

346,719

 

2,633,137

 

2,338,327

 

207,657

 

76,642

 

2,633,137

 

2,323,290

Prepayment

 

3.51% to 8%

 

286,487

 

12,411

 

3,429,716

 

1,713,249

 

372,474

 

158,915

 

9,272,766

 

6,869,730

Perpetual bonds

 

7%

 

5,315

 

3,615

 

3,904,800

 

2,656,200

               

Fixed rate notes

 

4.14% to 10%

 

175,768

 

1,236,634

 

6,910,992

 

4,996,352

 

32,402

 

1,187,610

 

4,056,347

 

1,593,720

Intercompany

 

Libor 6M to 3%

                 

1,261,861

 

73,839

 

2,137,040

 

910,983

Forfaiting

 

1.25% to 3.28%

 

288,772

 

414,442

 

 

 

 

 

288,772

 

414,442

 

 

 

 

Others

 

1.2% to 8%

 

115,594

 

51,634

 

425,635

 

387,240

               

 

 

 

 

1,079,593

 

2,065,455

 

17,304,280

 

12,091,368

 

2,163,166

 

1,911,448

 

18,099,290

 

11,697,723

LOCAL CURRENCY

                                   

BNDES/FINAME

 

1.3% + TJLP and fixed rate 2.5% to 6% + 1.5%

 

55,435

 

85,373

 

1,018,189

 

965,849

 

27,847

 

48,308

 

928,622

 

879,681

Debentures

 

110.8% to 113.7% of CDI

 

60,670

 

847,411

 

1,750,000

 

1,550,000

 

60,670

 

847,411

 

1,750,000

 

1,550,000

Prepayment

 

109.5% to 116.5% CDI and fixed rate of 8%

522,418

 

118,870

 

5,200,000

 

5,345,000

 

473,139

 

93,087

 

3,200,000

 

3,345,000

CCB

 

112.5% and 113% CDI

 

92,976

 

101,841

 

7,200,000

 

7,200,499

 

92,976

 

101,841

 

7,200,000

 

7,200,000

Intercompany

 

110.79% CDI

 

 

 

 

 

 

 

 

 

 

 

148,686

 

 

 

1,759,474

Drawee risk

     

84,063

 

56,237

         

84,063

 

56,237

       

Others

 

 

 

6,229

 

9,422

 

12,107

 

11,549

 

 

 

2,258

 

 

 

 

       

821,791

 

1,219,154

 

15,180,296

 

15,072,897

 

738,695

 

1,297,828

 

13,078,622

 

14,734,155

Total borrowings and financing

 

1,901,384

 

3,284,609

 

32,484,576

 

27,164,265

 

2,901,861

 

3,209,276

 

31,177,912

 

26,431,878

Transaction costs and issue premiums

 

(26,703)

 

(23,406)

 

(76,742)

 

(71,410)

 

(22,788)

 

(18,362)

 

(68,895)

 

(61,966)

Total borrowings and financing + transaction costs

 

1,874,681

 

3,261,203

 

32,407,834

 

27,092,855

 

2,879,073

 

3,190,914

 

31,109,017

 

26,369,912

 

The balances of forfaiting and drawee risk operations totaled R$ 372,835 at December 31, 2015 (R$ 470,679 at December 31, 2014), see Note 2aa.

 

 

 

70


 

 

 

 

 

The balances of prepaid related parties borrowings total R$5,929,037 as of December 31, 2015 (R$5,302,985 as of December 31, 2014) and the balances of Fixed Rate Notes and related parties Bonds total R$4,088,749 (R$2,781,330 as of December 31, 2014), see note 18b.

 

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

 

As of December 31, 2015, the inflation-adjusted principal of long-term borrowings, financing and debentures by maturity year is as follows:  

 

   

 

 

Consolidated

 

 

 

Parent Company

2017

 

1,458,605

 

4%

 

3,216,992

 

10%

2018

 

5,779,525

 

18%

 

4,932,702

 

16%

2019

 

7,870,087

 

24%

 

5,739,948

 

18%

2020

 

8,483,766

 

26%

 

5,153,209

 

17%

2021

 

2,320,721

 

7%

 

3,081,815

 

10%

After 2021

 

2,667,072

 

8%

 

9,053,246

 

29%

Perpetual bonds

 

3,904,800

 

13%

       

 

 

32,484,576

 

100%

 

31,177,912

 

100%

 

·       Debt renegotiation

 

In September 2015, the Company completed the lengthening of part of its debts with Caixa Economica Federal amounting to R$ 2,570,000, and with Banco do Brasil SA, amounting to R$ 2,208,000, changing the maturities scheduled for the years 2016 and 2017 for the period between 2018 and 2022, in installments equally distributed.

 

·       Amortization and new borrowings, financing and debentures

 

The table below shows the new funding transactions and redemption during the year:

 

       

Consolidated

     

Parent Company

 

 

12/31/2015

 

12/31/2014

Adjusted

 

12/31/2015

 

12/31/2014

Adjusted

Opening balance

 

30,354,058

 

27,788,695

 

29,560,826

 

25,291,619

Funding transactions

 

978,206

 

1,907,479

 

2,694,533

 

3,401,090

Forfaiting funding / Drawee Risk

 

924,706

 

641,430

 

924,706

 

641,430

Repayment

 

(2,850,077)

 

(1,460,478)

 

(1,542,921)

 

(1,338,772)

Charges – payments

 

(1,146,306)

 

(276,754)

 

(1,146,306)

 

(276,754)

Forfaiting payments

 

(2,957,762)

 

(2,401,241)

 

(2,656,208)

 

(2,084,300)

Forfaiting charges

 

(7,064)

 

(2,078)

 

(7,064)

 

(2,078)

Provision of charges

 

3,052,164

 

2,524,849

 

2,996,662

 

2,309,311

Provision charges Forfaiting / Drawee Risk

 

2,032

 

 

 

2,032

 

 

Other (1)

 

5,932,558

 

1,632,156

 

3,161,830

 

1,619,280

Closing balance

 

34,282,515

 

30,354,058

 

33,988,090

 

29,560,826

 

(1) Includes interests, unrealized foreign exchange and monetary gains and losses.

 

In 2015 the Group captures and amortizing loans as shown below:

 

 

 

71


 

 

 

 

·       Funding

 

Transaction

 

Financial institution

 

Date

 

Amount

 

Maturity

Promissory note

 

Banco do Brasil

 

March 2015

 

100,000

 

July 2015

Export Credit Note

 

Banco do Brasil

 

January 2015

 

200,000

 

December 2017

8th Issue of Debentures

 

Banco do Brasil

 

January 2015

 

100,000

 

January 2022

9th Issue of Debentures

 

Banco do Brasil

 

July 2015

 

100,000

 

March 2022

Pre - Export Payment

 

Caterpillar

 

April 2015

 

208,563

 

March 2020

Pre - Export Payment

 

Caterpillar

 

July 2015

 

260,375

 

March 2020

Other

 

 

 

 

 

9,268

 

 

Total

 

 

 

 

 

978,206

 

 

 

·       Amortization

 

 

Payment of principal

 

Debt charges

Fixed Rate Notes

 

1,048,880

 

729,992

Debentures

 

782,500

 

274,431

Bank Credit Bill

 

 

 

1,031,735

Export Credit Note

     

695,291

Advance Cambial Agreement

 

52,839

 

1,434

Pre - Export Payment

 

387,651

 

191,481

Promissory note

 

100,000

 

3,620

BNDES/FINAME

 

48,656

 

28,540

Pre - Debt Payment

 

416,269

 

 

Others

 

13,282

 

1,238

Total

 

2,850,077

 

2,957,762

 

13.   FINANCIAL INSTRUMENTS

 

I - Identification and measurement of financial instruments

 

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

 

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

 

 

 

72


 

 

 

 

·           Classification of financial instruments

 

Consolidated

     

 

 

12/31/2015

 

 

 

12/31/2014

 

Notes

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other liabilities - amortized cost method

 

Balances

 

Available for sale

 

Fair value through profit or loss

 

Loans and receivables - effective interest rate

 

Other
liabilities -
amortized
cost
method

 

Ajusted Balances

                     

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

                                           

Cash and cash equivalents

 

4

 

 

 

 

 

7,861,052

 

 

 

7,861,052

 

 

 

 

 

8,686,021

 

 

 

8,686,021

Short-term investments - margin deposit

5

         

763,599

     

763,599

                   

Trade receivables

 

6

 

 

 

 

 

1,500,812

 

 

 

1,500,812

 

 

 

 

 

1,650,967

 

 

 

1,650,967

Derivative financial instruments

 

8

     

118,592

         

118,592

     

174,611

         

174,611

Trading securities

 

8

 

 

 

10,778

 

 

 

 

 

10,778

 

 

 

13,798

 

 

 

 

 

13,798

Loans - related parties

 

8

                 

         

517,493

     

517,493

Total

 

 

 

 

 

129,370

 

10,125,463

 

 

 

10,254,833

 

 

 

188,409

 

10,854,481

 

 

 

11,042,890

                       

                 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other trade receivables

 

8

         

6,877

     

6,877

         

1,347

     

1,347

Investments

 

9

 

471,674

 

 

 

 

 

 

 

471,674

 

1,441,032

 

 

 

 

 

 

 

1,441,032

Short-term investments

                                 

34,874

     

34,874

Loans - related parties

 

8

 

 

 

 

 

373,214

 

 

 

373,214

 

 

 

 

 

117,357

 

 

 

117,357

Total

     

471,674

 

 

 

380,091

 

 

 

851,765

 

1,441,032

 

 

 

153,578

 

 

 

1,594,610

                                             

Total assets

 

 

 

471,674

 

129,370

 

10,505,554

 

 

 

11,106,598

 

1,441,032

 

188,409

 

11,008,059

 

 

 

12,637,500

                                             

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

                     

                 

Borrowings and financing

 

12

 

 

 

 

 

 

 

1,901,384

 

1,901,384

 

 

 

 

 

 

 

3,284,609

 

3,284,609

Derivative financial instruments

 

14

     

26,257

         

26,257

     

65

         

65

Trade payables

 

 

 

 

 

 

 

 

 

1,293,008

 

1,293,008

 

 

 

 

 

 

 

1,167,826

 

1,167,826

Dividends and interest on capital

                 

464,982

 

464,982

             

277,097

 

277,097

Total

 

 

 

 

 

26,257

 

 

 

3,659,374

 

3,685,631

 

 

 

65

 

 

 

4,729,532

 

4,729,597

                                             

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings and financing

 

12

             

32,484,576

 

32,484,576

             

27,164,265

 

27,164,265

Derivative financial instruments

 

14

 

 

 

-

 

 

 

 

 

 

 

 

 

21,301

 

 

 

 

 

21,301

Total

     

 

 

-

 

 

 

32,484,576

 

32,484,576

 

 

 

21,301

 

 

 

27,164,265

 

27,185,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

     

 

 

26,257

 

 

 

36,143,950

 

36,170,207

 

 

 

21,366

 

 

 

31,893,797

 

31,915,163

 

·           Fair value measurement

 

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

Consolidated

 

       

12/31/2015

         

12/31/2014

 

Level 1

 

Level 2

 

Balances

 

Level 1

 

Level 2

 

Balances

Assets

 

                     

Current assets

                       

Financial assets at fair value through

profit or loss

 

                     

Derivative financial instruments

     

118,592

 

118,592

     

174,611

 

174,611

Trading securities

 

10,778

     

10,778

 

13,798

     

13,798

Non-current assets

                       

Available-for-sale financial assets

 

                     

Investments

 

471,674

     

471,674

 

1,441,032

     

1,441,032

Total assets

 

482,452

 

118,592

 

601,044

 

1,454,830

 

174,611

 

1,629,441

Liabilities

 

                     

Current liabilities

                       

Financial liabilities at fair value

through profit or loss

 

                     

Derivative financial instruments

     

26,257

 

26,257

     

65

 

65

Non-current liabilities

 

                     

Financial liabilities at fair value

through profit or loss

                       

Derivative financial instruments

 

               

21,301

 

21,301

Total liabilities

     

26,257

 

26,257

     

21,366

 

21,366

 

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

 

Level 2 -  Includes observable inputs in market such as interest rates, exchange etc., but not prices traded in active markets.

 

 

 

73


 

 

 

 

There are no assets and liabilities classified as level 3.

 

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

 

Consist mainly of investments in shares acquired in Brazil involving companies considered as top ranked by the Company, which are recognized in noncurrent 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 available-for-sale financial assets

 

The Company has investments in common (USIM3) and preferred (USIM5) shares of Usiminas (“Usiminas Shares”), designated as available-for-sale financial assets. The Company adopts this designation because the nature of the investment is not comprised in any 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 in line item “investments” and is carried at fair value based on the quoted price on the stock exchange (BM&FBOVESPA). According to the Company's policy, the gains and losses arising from changes in the price of shares are recorded directly in equity, as other comprehensive income.

 

The Company's accounting policy requires a quarterly analysis based on quantitative and qualitative information available in the market from the moment the instrument demonstrates a drop of more than 20% of their market value or from a significant drop in market value compared to their acquisition cost for more than 12 months. If the Company concludes that there was a significant drop in the price of the instrument, an impairment loss must be recognized. In 2012, considering the price of Usiminas shares on the BM&FBovespa, was recorded the first impairment loss on that shares. According to this policy, whenever the share price reached a level lower than the last record impairment, the Company should record further losses, redefining the new minimum threshold value of the shares.

 

In the year 2015 there was a reduction in the price of the shares to the level of the last recorded loss, therefore, the Company recorded the new losses to the income statement in the amount of R$555,298,  in line item other operating expenses and constituted the total of R$33,269 as deferred taxes.

 

The market value of the shares was lower than the base price of the last impairment, as follows:

 

Class of shares

 

Quantity

 

Stock Exchange Market price(BM&FBovespa)

   

Share Market Price of last impairment recorded in 2014

 

03/31/2015

 

06/30/2015

 

09/30/2015

 

12/31/2015

Common

 

71,390,300

 

6.64

 

 

 

 

 

 

 

4.02

Preferred

 

105,215,700

 

5.05

 

4.97

 

4.12

 

3.35

 

1.55

 

 

176,606,000

 

 

 

 

 

 

 

 

 

 

 

The change in the carrying amount of Usiminas is presented below:

 

Class of shares

 

Quantity

 

12/31/2014

 

12/31/2015

 

Market Variation as 2015

   

Share price

 

Closing Balance

 

Share price

 

Closing Balance

 

Share price

 

Closing Balance

Common

 

71,390,300

 

12.30

 

878,101

 

4.02

 

286,989

 

(8.28)

 

(591,112)

Preferred

 

105,215,700

 

5.05

 

531,339

 

1.55

 

163,084

 

(3.50)

 

(368,255)

 

 

176,606,000

     

1,409,440

     

450,073

     

(959,367)

 

The negative variation in the price of shares on 2015 amounting to R$959,367 were recognized in other comprehensive income, offsetting the gain that was recorded as of December 31, 2014 amounting to R$404,069. Subsequently, the loss of R$555,298 was recoded in profit/loss, in line item other operating expenses. In addition, refer to reconciliation below:

 

 

 

74


 

 

 

 

Class of shares

 

Quantity

 

Share price basis for impairment

 

Accounting balance basis for
impairment

 

Impairment Loss

   

2014

 

2015

 

2014

 

2015

 

2015

Common

 

71,390,300

 

6.64

 

4.02

 

474,032

 

286,989

 

(187,043)

Preferred

 

105,215,700

 

5.05

 

1.55

 

531,339

 

163,084

 

(368,255)

 

 

176,606,000

         

1,005,371

 

450,073

 

(555,298)

 

·       Share market price risks

 

The Company is exposed to the risk of changes in share prices due to the investments made and classified as available-for-sale.

According to the Company’s accounting policies, any negative changes in the investment in Usiminas considered significant (impairment) are recognized in profit or loss, and positive changes are recognized in comprehensive income until the investment is realized.

 

As of December 2015, the amount recognized in comprehensive income for investments available for sale, net of taxes is R$(73).

 

III - Financial risk management

 

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’ hedging instruments are also periodically reviewed. 

 

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 instruments. The Company’s risk policy prohibits any speculative deals or short sales.

 

13.a) Foreign exchange and interest rate risks

 

·           Exchange rate risk

 

 The exposure arises from the existence of assets and liabilities generated in US dollars or Euro and is denominated natural currency exposure. Net exposure is the result of offsetting the natural currency exposure by hedging instruments adopted by CSN.

 

 

 

75


 

 

 

The consolidated net exposure as of December 31, 2015 is as follows:

 

 

 

 

 

12/31/2015

Foreign Exchange Exposure

 

(Amounts in US$’000)

 

(Amounts in €’000)

Cash and cash equivalents overseas

1,625,202

 

5,197

Trade receivables

 

169,511

 

7,258

Other assets

 

57

 

20,743

Total assets

 

1,794,770

 

33,198

Borrowings and financing

 

(4,569,415)

 

(121,989)

Trade payables

 

(20,195)

 

(4,944)

Other liabilities

 

(25,005)

 

(92,363)

Total liabilities

 

(4,614,615)

 

(219,296)

Foreign exchange exposure

 

(2,819,845)

 

(186,098)

Notional amount of derivatives contracted, net

1,435,000

   

Cash flow hedge accounting

 

1,557,667

   

Net Investment hedge accounting

     

120,000

Net foreign exchange exposure

172,822

 

(66,098)

 

·           Interest rate risk

 

Risk arises from short and long term liabilities with fixed or post fixed interest rates and inflation rates.

 

Item 13 b) shows the derivatives and hedging strategies to protect exchange and interest rates risks.

 

13.b) Hedging instruments: derivatives and hedge accounting

 

CSN uses several instruments for protection of foreign currency risk and interest rate risk, as shown in the following topics:

 

 

 

76


 

 

 

 

·       Portfolio of derivative financial instruments

 

               

 

 

 

 

12/31/2015

             

12/31/2014

 

12/31/2015

               

Appreciation (R$)

 

Fair value
(market)

     

Appreciation (R$)

 

Fair value
(market)

 

Impact on finance income (cost) in 2015

Counterparties

 

Maturity

 

Functional Currency

 

Notional amount

 

Asset
position

 

Liability
position

 

Amounts
receivable/
(payable)

 

Notional amount

 

Asset
position

 

Liability
position

 

Amounts
receivable/
(payable)

 

Santander

 

 

 

Dólar

 

 

 

 

 

 

 

 

 

10,000

 

30,414

 

(25,068)

 

5,346

 

(18)

Total dollar x CDI swap

     

 

 

 

 

 

 

 

 

10,000

 

30,414

 

(25,068)

 

5,346

 

(18)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

     

Dólar

                 

340,000

 

900,795

 

(845,425)

 

55,370

 

217,734

HSBC

 

 

 

Dólar

 

 

 

 

 

 

 

 

 

568,000

 

1,502,936

 

(1,430,394)

 

72,542

 

279,400

HSBC

     

Dólar

                 

10,000

 

26,416

 

(26,481)

 

(65)

 

65

Deutsche Bank

 

 

 

Dólar

 

 

 

 

 

 

 

 

 

140,000

 

370,134

 

(361,327)

 

8,807

 

156,387

Goldman Sachs

     

Dólar

                 

130,000

 

344,207

 

(329,258)

 

14,949

 

119,669

Santander

 

 

 

Dólar

 

 

 

 

 

 

 

 

 

30,000

 

79,224

 

(77,576)

 

1,648

 

12,447

Total dollar x real swap (NDF)

     

 

 

 

 

 

 

 

 

1,218,000

 

3,223,712

 

(3,070,461)

 

153,251

 

785,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BM&FBovespa

 

03/03/2016

 

Dólar

 

1,435,000

 

110,075

     

110,075

                 

25,381

Total forward dollar

 

 

 

1,435,000

 

110,075

 

 

 

110,075

 

 

 

 

 

 

 

 

 

25,381

                                             

HSBC

 

 

 

Euro

 

 

 

 

 

 

 

 

 

30,000

 

98,688

 

(96,444)

 

2,244

 

33,783

Itaú BBA

     

Euro

                 

60,000

 

197,366

 

(192,888)

 

4,478

 

5,885

Total dollar x euro swap (NDF)

 

 

 

 

 

 

 

 

 

 

 

90,000

 

296,054

 

(289,332)

 

6,722

 

39,668

                                             

BBVA

 

01/12/2016 to 03/31/2016

 

Dólar

 

39,450

 

154,017

 

(147,674)

 

6,343

 

 

 

 

 

 

 

 

 

6,343

BNPP

 

01/29/2016 to 06/02/2016

 

Dólar

 

18,700

 

73,007

 

(71,703)

 

1,304

 

31,516

 

83,768

 

(80,215)

 

3,553

 

(2,249)

Banco Novo

 

 

 

Dólar

 

 

 

 

 

 

 

 

 

18,009

 

47,866

 

(46,481)

 

1,385

 

(1,385)

DB

     

Dólar

                 

30,604

 

81,343

 

(77,054)

 

4,289

 

(7,114)

Total dollar-to-euro swap

 

 

 

58,150

 

227,024

 

(219,377)

 

7,647

 

80,129

 

212,977

 

(203,750)

 

9,227

 

(4,405)

                                             

Itaú BBA

 

03/01/16

 

Real

 

150,000

 

189,760

 

(200,680)

 

(10,920)

 

150,000

 

168,496

 

(177,265)

 

(8,769)

 

(2,151)

HSBC

 

02/05/2016 to 03/01/2016

 

Real

 

185,000

 

233,125

 

(247,710)

 

(14,585)

 

185,000

 

206,843

 

(218,768)

 

(11,925)

 

(2,660)

Deutsche Bank

 

03/01/16

 

Real

 

10,000

 

12,579

 

(13,331)

 

(752)

 

10,000

 

11,167

 

(11,774)

 

(607)

 

(145)

Total Fixed rate-to-CDI interest rate swap

   

345,000

 

435,464

 

(461,721)

 

(26,257)

 

345,000

 

386,506

 

(407,807)

 

(21,301)

 

(4,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Itaú BBA

 

03/01/16

 

Real

 

30,000

 

33,396

 

(33,232)

 

164

                 

164

HSBC

 

02/05/2016 to 03/01/2016

 

Real

 

120,000

 

133,508

 

(132,802)

 

706

 

 

 

 

 

 

 

 

 

706

Total interest rate- to-CDI swap

     

150,000

 

166,904

 

(166,034)

 

870

 

 

 

 

 

 

 

 

 

870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

939,467

 

(847,132)

 

92,335

     

4,149,663

 

(3,996,418)

 

153,245

 

842,242

 

Forward exchange rate contracts

 

As part of the hedging strategy of natural exposure to dollar, CSN contracts foreign exchange derivative instruments. As of December 31, 2015 the Company held in its portfolio forward dollar contracts traded at BM&F Bovespa which totaled the notional amount of US$ 1.435 billion.

 

These contracts consist in negotiating the exchange rate of Reais to US dollar, for prompt delivery, contracted under Resolution 1.690/90 of the National Monetary Council (CMN) in standard contracts established by BM&F Bovespa. CSN determines the required volume of currency to be purchased in accordance with its foreign exchange management strategy and negotiates a sufficient volume of contracts to achieve this financial volume.

 

The maturity of the portfolio always occurs on the first business day of the contract´s maturity month, being renewable every 30 days, in average. The contract settlement is exclusively financial, on the due date and occurs daily until the maturity. The position held by the Company is set at the end of each session based on the difference of the day's settlement price (D0) compared to the previous day price (D-1), and is settled on the following day (D+1), according to the rules of BM&F.

 

 For as much as the Company maintains contracts traded on the BM&F Bovespa, it is required by the clearing house a guarantee margin to cover those commitments in these contracts, which is only a percentage of the contract´s total amount. CSN maintains securities linked to this guarantee margin, consisting mainly of government bonds, which will be redeemed after the end position. The amounts of these investments are described in Note 5.

 

 The contracts on the BM&F Bovespa have been carried out to replace the foreign exchange swap contracts (NDF - Non Deliverable Forward) traded in over the counter markets.

 

 

 

77


 

 

 

Dollar x Euro swap

 

The subsidiary Lusosider has derivative transactions to protect its dollar exposure versus euro.

 

Fixed rate-to-CDI swap

 

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

 

CDI-to-Fixed rate swap

 

The purpose of this transaction is to peg obligations subject to a post-fixed rate (CDI) to a fixed rate. Basically, the Company contracted swaps for its obligations indexed to CDI, in which it receives interest on the notional amount (long position) and pays a pre-fixed rate on the notional amount of the contract date (short position). The gains and losses on this contract are directly related to CDI fluctuations. In general, these are transactions conducted in the Brazilian over-the-counter market that have as counterparty a prime financial institution.

 

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

 

 

 

12/31/2015

Instruments

 

Assets

 

Liabilities

 

Net Finance Income (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Dollar - to-CDI swap

 

 

 

 

 

 

 

 

 

 

 

 

(18)

Dollar- to- real swap (NDF)

 

     

         

 

785,702

Forward dollar

 

110,075

 

 

 

110,075

 

 

 

 

 

 

25,381

Dollar- to- euro swap (NDF)

                     

 

39,668

Dollar - to- euro swap

 

7,647

 

 

 

7,647

 

 

 

 

 

 

(4,405)

Fixed rate- to- CDI swap

         

 

26,257

     

26,257

 

(4,956)

CDI -to- fixed rate swap

 

870

 

 

 

870

 

 

 

 

 

 

870

   

118,592

 

 

 

118,592

 

26,257

 

 

 

26,257

 

842,242

                             
                           

12/31/2014

Instruments

 

Assets

 

Liabilities

 

Net Finance Income (Note 25)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Dollar - to-CDI swap

 

5,346

 

 

 

5,346

 

 

 

 

 

 

(12,735)

Dollar- to- real swap (NDF)

 

153,316

     

153,316

 

65

     

65

 

213,602

Dollar- to- euro swap (NDF)

 

6,722

 

 

 

6,722

 

 

 

 

 

 

 

33,397

Dollar - to- euro swap

 

9,227

     

9,227

             

8,605

Fixed rate- to- CDI swap

 

 

 

 

 

 

 

 

 

 

 

 

 

(943)

Fixed rate- to- CDI swap

                 

21,301

 

21,301

 

(3,926)

 

 

174,611

 

 

174,611

 

65

 

21,301

 

21,366

 

238,000

 

·       Hedge accounting – cash flow

 

Beginning November 1, 2014, the Company formally designated cash flow hedging relationships to protect highly probable future cash flows against US dollar fluctuations.

 

In order to better reflect the accounting impacts of this foreign exchange hedging strategy on its profit, CSN designated part of its US dollar-denominated liabilities as a hedging instrument of its future exports. As a result, foreign exchange differences arising on translating the designated liabilities will be temporarily recognized in shareholders’ equity and allocated to profit or loss when such exports are carried out, which will allow recognizing the US dollar impact on liabilities and exports concurrently. Note that adopting hedge accounting does not entail contracting any financial instrument. As of December 31, 2015 the Company designated for hedge accounting US$1,558 million in exports to be carried out between October, 2016 and October, 2022.

 

 

 

78


 

 

 

 

 

To support these designated amounts, the Company prepared formal documentation indicating how hedging is aligned with the goal and strategy of CSN’s Risk Management Policy by identifying the hedging instruments used, the hedging purpose, the nature of the hedged risk, and showing the expected high effectiveness of the designated relationships. The designated debt instruments total an amount equivalent to the portion of future exports. Thus, the exchange differences on translating the instrument and the hedged item are similar. According to the Company’s accounting policy, continuous assessments of the prospective and retrospective effectiveness must be carried out by comparing the designated amounts with the expected amounts, approved in Management’s budgets, and the actual export amounts.

 

Through hedge accounting, the exchange gains and losses of the debt instruments do not immediately affect the Company’s profit or loss except to the extent that exports are carried out.

 

The table below shows a summary of the hedging relationships as of December 31, 2015:

 

                           

12/31/2015

Designation Date

 

Hedging Instrument

 

Hedged item

 

Type of hedged risk

 

Hedged period

 

Exchange rate on designation

 

Designated amounts (US$’000)

 

Impact on shareholders’ equity

11/3/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2016-
September
2019

 

2.4442

 

500,000

 

(730,300)

12/1/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2015- February 2019 (2)

 

2.5601

 

175,000

 

(235,556)

12/18/2014

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

May 2020

 

2.6781

 

100,000

 

(122,675)

7/21/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

March 2021

 

3.1813

 

60,000

 

(43,410)

7/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

March 2021

 

3.2850

 

100,000

 

(61,980)

7/23/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.285

 

30,000

 

(18,594)

7/24/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3254

 

100,000

 

(57,940)

7/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3557

 

25,000

 

(13,728)

7/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3557

 

70,000

 

(38,437)

7/27/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3557

 

30,000

 

(16,473)

7/28/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3815

 

30,000

 

(15,699)

8/1/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

(1)

 

3.3940

 

(9,000)

 

4,597

8/3/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

October 2022

 

3.3940

 

355,000

 

(181,334)

10/29/2015

 

Export prepayments in US$ to third parties

 

Part of the highly probable future monthly iron ore exports

 

Foreign exchange - R$ vs. US$ spot rate

 

(2)

 

2.5601

 

(8,333)

 

11,439

Total

 

 

 

 

 

 

 

 

 

 

 

1,557,667

 

(1,520,090)

 

 

(1) During the third quarter 2015, we reviewed the future export projections and identified that the amount of US$ 9 million designated previously were not highly probable. According to internal policy, the hedge relationship was discontinued prospectively, since the resume of exports in future periods is possible.

 

 (2) On October, 2015 was settled the portion of debt designated as a hedge instrument. Therefore, we revert to the profit/loss the accumulated exchange rate variation related this installment.

 

 

 

79


 

 

 

 

In the hedging relationships described above, the amounts of the debt instruments were fully designated for equivalent iron ore export portions.

 

The movements in the hedge accounting amounts recognized in shareholders’ equity as of December 31, 2015 are as follows:

 

 

12/31/2014

 

Addition

 

Reversal

 

12/31/2015

Cash flow hedge accounting

120,633

 

1,410,896

 

(11,439)

 

1,520,090

Income tax and social contribution on cash flow hedge accounting

(41,015)

 

(479,705)

 

3,889

 

(516,831)

Not recorded Income tax and social contribution on cash flow hedge accounting

   

357,951

     

357,951

Fair value of cash flow hedge, net of taxes

79,618

 

1,289,142

 

(7,550)

 

1,361,210

 

As of December 31, 2015 the hedging relationships established by the Company were effective, according to the prospective tests conducted. Thus, no reversal for hedge accounting ineffectiveness was recognized.

 

·       Hedge of net investment in foreign subsidiaries

 

CSN has natural foreign exchange exposure in euros arising significantly from loan made by a subsidiary abroad with functional currency in Reais, for the acquisition of investments abroad whose functional currency is Euro. Such exposure arises from converting the balance sheets of these subsidiaries for consolidation in CSN, and the exchange rate of the loans affected the income statement in the financial result item and exchange variation of the net assets of the foreign operation directly affected the equity in other comprehensive income.

 

As from 1 September 2015 CSN began to adopt hedge of net investment to eliminate exposure in order to cover future fluctuations of the euro on such loans. Non-derivative financial liabilities have been designated represented by loan agreements with financial institutions in the amount of € 120 million. The carrying amounts as of December 31, 2015 are:

 

                       

12/31/2015

Designation Date

 

Hedging Instrument

 

Hedged Item

 

Type of Hedged Risk

 

Exchange Rate on designation

 

Designated amounts (EUR'000)

 

Impact on shareholders' equity

09/01/2015

 

Non-derivative financial
liabilities in EUR – Debt contract

 

Investments in subsidiaries which
EUR is the functional currency

 

Foreign exchange -
R$ vs. EUR spot rate

 

4.0825

 

120,000

 

(20,148)

Total

 

 

 

 

 

 

 

 

 

120,000

 

(20,148)

 

Changes in amounts related to hedge of net investment recorded in equity as of December 31 2015 is presented below:

 

 

12/31/2014

 

Addition

 

Reversal

 

12/31/2015

Net investment hedge in foreign operations

 

 

20,148

 

 

 

20,148

Fair value of net investment hedge in foreign operations

 

 

20,148

 

 

 

20,148

 

On December 31, 2015 hedge relationships established by the Company found to be effective, according to prospective tests. Therefore, no reversal by ineffectiveness of the hedge was recorded.

 

13.c) Sensitivity analysis

        

 We present below the sensitivity analysis for currency risk and interest rate.

 

·       Sensitivity analysis of Derivative Financial Instruments and consolidated Foreign Exchange Exposure

 

The Company considered scenarios 1 and 2 as 25% and 50% of deterioration for volatility of the currency, using as reference the closing exchange rate as of December 31, 2015.

 

The currencies used in the sensitivity analysis and its scenarios are shown below:

 

 

80


 

 

 

 

               

12/31/2015

Currency

 

Exchange rate

 

Probable scenario

 

Scenario 1

 

Scenario 2

USD

 

3.9048

 

3.9116

 

4.8810

 

5.8572

EUR

 

4.2504

 

4.2359

 

5.3130

 

6.3756

USD x EUR

 

1.0887

 

1.0856

 

1.3609

 

1.6331

 

           

12/31/2015

Interest

 

Interest rate

 

Scenario 1

 

Scenario 2

CDI

 

14.14%

 

18.87%

 

22.64%

 

(*) The effects on income statement, considering both scenarios are shown below:

 

   

 

 

 

 

 

 

 

 

12/31/2015

Instruments

 

Notional
amount

 

Risk

 

Probable
scenario (*)

 

Scenario 1

 

Scenario 2

 

 

 

 

 

 

 

 

 

 

 

Future dólar

 

1,435,000

 

Dólar

 

9,758

 

1,400,847

 

2,801,694

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting of exports

 

1,557,667

 

Dólar

 

10,592

 

1,520,595

 

3,041,190

 

 

 

 

 

 

 

 

 

 

 

Currency position

 

(2,819,845)

 

Dólar

 

(19,175)

 

(2,752,733)

 

(5,505,466)

(not including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

Consolidated exchange position

 

172,822

 

Dólar

 

1,175

 

168,709

 

337,418

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

                     

Hedge of net investments in foreign operations

 

120,000

 

Euro

 

(1,740)

 

127,511

 

255,022

                     

Currency position

 

(186,098)

 

Euro

 

2,698

 

(197,747)

 

(395,494)

Consolidated exchange position

 

(66,098)

 

Euro

 

958

 

(70,236)

 

(140,472)

(including exchange derivatives above)

 

 

 

 

 

 

 

 

 

 

                     

Dollar-to-euro swap

 

58,150

 

Dólar

 

152,522

 

(10,682)

 

(17,804)

 

(*) The likely scenarios were calculated considering the following changes to the risks: Real x Dollar - Real depreciation of 0.17% / Real x Euro – Real depreciation of 0.34% / Dollar x Euro - Dollar depreciation of 0.28%. Source: prices Banco Central do Brasil and Central Bank of Europe in March 2, 2016.

 

·       Sensitivity analysis of interest rate swaps

                   

12/31/2015

Instruments

 

Notional
amount

 

Risk

 

Probable
scenario (*)

 

Scenario 1

 

Scenario 2

Fixed rate-to-CDI interest rate swap

 

345,000

 

CDI

 

(26,257)

 

(5,456)

 

(10,806)

Dollar-to-CDI interest rate swap

 

150,000

 

CDI

 

870

 

2,208

 

4,375

 

(*) The sensitivity analysis is based on the assumption of maintaining as probable scenario the market values as of December 31, 2015 recognized in the company's assets and liabilities.

 

·       Sensitivity analysis of changes in interest rates

 

The Company considered the scenarios 1, and  2 as 25% and 50% of evolution for volatility of the interest as of December 31, 2015.

           

Impact on profit or loss

Changes in interest rates

 

% Yearly

 

Probable scenario(*)

 

Scenario 1

 

Scenario 2

TJLP

 

7.00

 

(43,325)

 

(18,466)

 

(36,932)

Libor

 

0.85

 

(449,052)

 

(13,775)

 

(27,550)

CDI

 

14.14

 

1,359,986

 

(446,791)

 

(893,582)

 

 

 

81


 

 

 

(*) The sensitivity analysis is based on the assumption of maintaining as probable scenario the market values at December 31, 2015 recorded in the Company´s assets and liabilities.

 

13.d) Liquidity risk

 

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

 

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

 

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

 

At December 31, 2015

 

Less than one
year

 

From one to
two years

 

From two to five
years

 

Over five years

 

Total

Borrowings, financing and debentures

 

1,901,384

 

7,238,130

 

18,674,574

 

6,571,872

 

34,385,960

Derivative financial instruments

 

26,257

             

26,257

Trade payables

 

1,293,008

 

 

 

 

 

 

 

1,293,008

Dividends and interest on capital

 

464,982

             

464,982

 

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

 

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

 

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

 

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

 

       

12/31/2015

     

12/31/2014

 

 

Carrying amount

 

Fair value

 

Carrying amount

 

Fair value

Perpetual bonds

 

3,910,115

 

1,330,685

 

2,659,815

 

1,974,031

Fixed rate notes

 

7,086,760

 

3,915,310

 

6,232,986

 

6,267,272

 

14.   OTHER PAYABLES

 

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

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Parent Company

 

Current

Non-Current

 

Current

 

Non-Current

 

 

 

31/12/2014

 

 

 

31/12/2014

 

 

 

31/12/2014

 

 

 

31/12/2014

Payables to related parties (Note 19 b)

6,798

 

249,758

 

 

 

9,236,716

 

110,106

 

339,613

 

118,653

 

9,810,648

Derivative financial instruments (Note 13 I)

26,257

 

65

 

 

21,301

 

 

 

 

 

 

 

 

Exclusive funds (1)

 

 

 

 

 

 

 

 

25,387

 

 

 

 

 

 

Dividends and interest on capital payable to controlling shareholders

   

152,966

             

152,966

       

Dividends and interest on capital payable to non-controlling shareholders

464,982

 

124,131

 

 

 

 

 

2,262

 

124,131

 

 

 

 

Advances from customers

49,505

 

22,905

         

40,988

 

14,932

       

Taxes in installments

24,237

 

33,358

 

87,890

 

20,728

 

9,207

 

23,348

 

1,476

 

1,823

Profit sharing - employees

171,695

 

120,278

         

121,423

 

108,902

       

Provision for freight

105,104

 

64,349

 

 

 

 

 

10,190

 

14,719

 

 

 

 

Provision industrial restructuring

122,854

             

74,382

           

Other provisions

30,784

 

21,873

 

 

 

 

 

10,289

 

9,673

 

 

 

 

Other payables

70,801

 

55,426

 

43,394

 

36,618

 

7,465

 

15,313

 

6,321

 

6,041

 

1,073,017

 

845,109

 

131,284

 

9,315,363

 

411,699

 

803,597

 

126,450

 

9,818,512

 

 

 

 

 

82


 

 

 

 

(1)   Refers to derivative transactions managed by exclusive funds.

 

(2)   In connection with the business combination described in note 3, Namisa approved the dividend distribution in the amount of U$300 million, equivalent to R$1,157 million prior to its merger, in proportion to equity participation of CSN and JKTC immediately prior to the business combination, which were 60% and 40% respectively. This obligation was succeeded by the subsidiary Congonhas Minérios S.A. after incorporation of Namisa and has its liquidation scheduled for the last quarter of 2016.

 

15.   INCOME TAX AND SOCIAL CONTRIBUTION

 

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

 

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

 

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Income tax and social contribution income (expense)

             

Current

(380,831)

 

(528,170)

 

2,469

 

(30,470)

Deferred

192,207

 

679,323

 

557,443

 

622,512

 

(188,624)

 

151,153

 

559,912

 

592,042

 

The reconciliation of consolidated income tax and social contribution expenses and income and the result from applying the effective rate to profit before income tax and social contribution are as follows:

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

(Loss) profit before income tax and social contribution

1,804,575

 

(263,420)

 

697,984

 

(697,260)

Tax rate

34%

 

34%

 

34%

 

34%

Income tax and social contribution at combined statutory rate

(613,556)

 

89,563

 

(237,315)

 

237,068

Adjustment to reflect the effective rate:

             

Equity pickup

394,518

 

112,594

 

2,029,416

 

373,403

Profit with differentiated rates or untaxed

829,265

 

1,772

       

Transfer pricing adjustment

(66,447)

 

(2,350)

 

(70,083)

 

(2,350)

Tax loss carryforwards without recognizing deferred taxes

(176,795)

 

(29,259)

 

34,196

   

Indebtdness limit

(54,091)

 

(13,170)

 

(54,091)

 

(13,170)

Deferred taxes on temporary differences - non computed (1)

(1,143,365)

     

(1,133,091)

   

Refis Effect and early discharge

(2,586)

 

(14,649)

 

(2,589)

 

5,566

Deferred taxes on foreign profit

72,376

     

(1,784)

   

Fair value on Namisa participation of 60%

632,030

           

Other permanent deductions (add-backs)

(59,973)

 

6,652

 

(4,747)

 

(8,475)

Income tax and social contribution in profit for the period

(188,624)

 

151,153

 

559,912

 

592,042

Effective tax rate

10%

 

57%

 

-80%

 

85%

 

(1) As from third quarter of 2015 the Company no longer computes income tax and social contribution credits on tax losses and temporary differences. See details in note 15 (b).

 

 

 

83


 

 

 

 

15.b) Deferred income tax and social contribution:

                

The deferred income tax and social contribution are calculated on income tax and social contribution tax losses and the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements:

 

                       

Consolidated

   

Opening balance

 

Income tax losses

 

Closing balance

   

12/31/2014

 

Comprehensive
income

 

Profit or loss

 

Tax Crédits (**)

 

Others

 

12/31/2015

Deferred tax assets

 

 

 

 

 

 

 

 

 

 

 

 

Income tax losses

 

383,185

 

11,629

 

(175,479)

 

6,910

 

 

 

226,245

Social contribution tax losses

 

75,662

 

 

 

14,565

 

2,804

 

 

 

93,031

Temporary differences

 

2,157,211

 

250,519

 

650,824

     

(70,803)

 

2,987,751

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

 

226,741

 

 

 

5,206

 

 

 

(12,088)

 

219,859

- Provision for environmental liabilities

 

71,925

     

18,243

     

(1,667)

 

88,501

- Asset impairment losses

 

68,981

 

 

 

(1,088)

 

 

 

(408)

 

67,485

- Inventory impairment losses

 

32,366

     

(6,953)

     

(9,475)

 

15,938

- (Gains)/losses on financial instruments

 

(6,419)

 

 

 

965

 

 

 

 

 

(5,454)

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

 

618,291

 

124,924

 

188,801

         

932,016

- Income tax and social contribution non computed o/ available-for-sale financial assets

15,973

 

 

 

 

 

 

 

15,973

- Actuarial liability (pension and healthcare plan)

 

163,627

 

(68)

             

163,559

- Accrued supplies and services

 

68,483

 

 

 

10,098

 

 

 

(29,541)

 

49,040

- Allowance for doubtful debts

 

29,852

     

2,673

     

(1,111)

 

31,414

- Goodwill on merger

 

(102,659)

 

(8,435)

 

111,094

 

 

 

 

 

 

- Unrealized exchange differences (*)

 

1,011,007

     

1,416,919

         

2,427,926

- (Gain) on loss of control over Transnordestina

 

(224,096)

 

 

 

 

 

 

 

 

 

(224,096)

- Cash flow hedge accounting

 

41,015

 

475,816

             

516,831

- Income tax and social contribution non computed o/ cash flow hedge accounting

(357,951)

 

 

 

 

 

 

 

(357,951)

- Deferred taxes non computed

         

(1,133,091)

         

(1,133,091)

- Other

 

158,097

 

260

 

37,957

 

 

 

(16,513)

 

179,801

Non-current assets

 

2,616,058

 

262,148

 

489,910

 

9,714

 

(70,803)

 

3,307,027

                         

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Temporary differences

 

238,892

 

67,652

 

297,703

     

(109,396)

 

494,851

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

 

 

 

 

 

(567)

 

 

 

(14,302)

 

(14,869)

- Provision for environmental liabilities

         

878

     

(1,667)

 

(789)

- Asset impairment losses

 

 

 

 

 

(7,743)

 

 

 

(10,698)

 

(18,441)

- Inventory impairment losses

         

(435)

     

(10,725)

 

(11,160)

- Actuarial liability (pension and healthcare plan)

 

 

 

(504)

 

(104)

 

 

 

 

 

(608)

- Accrued supplies and services

         

21,129

     

(64,079)

 

(42,950)

- Allowance for doubtful debts

 

 

 

 

 

(17)

 

 

 

(1,111)

 

(1,128)

- Fair value adjustment - SWT Aquisition

 

222,454

 

63,406

 

(33,311)

         

252,549

- Fair Value adjustment - Mining Business combination

 

 

 

 

 

317,041

 

 

 

19,402

 

336,443

- Others

 

16,438

 

4,750

 

832

     

(26,216)

 

(4,196)

Non-current liabilities

 

238,892

 

67,652

 

297,703

 

 

 

(109,396)

 

494,851

 

                 

Parent Company

 

Opening balance

 

Movement

 

Closing balance

 

12/31/2014

 

Comprehensive
income

 

Profit or loss

 

Incorporation

 

Drop Down

 

Tax Crédits (**)

 

12/31/2015

Deferred tax assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax losses

219,211

 

 

 

125

 

 

     

6,910

 

226,246

Social contribution tax losses

75,662

 

 

 

14,565

 

 

 

 

 

2,804

 

93,031

Temporary differences

2,144,056

 

267,269

 

542,753

 

29,042

 

(73,436)

     

2,909,684

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

218,645

 

 

 

4,152

 

6,153

 

(12,088)

 

 

 

216,862

- Provision for environmental liabilities

71,925

     

18,243

     

(1,667)

     

88,501

- Asset impairment losses

62,304

 

 

 

(769)

 

6,356

 

(408)

 

 

 

67,483

- Inventory impairment losses

29,939

     

(6,717)

 

831

 

(10,296)

     

13,757

(Gain)/loss in financial instruments

(5,037)

 

 

 

646

 

(1,063)

 

 

 

 

 

(5,454)

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

594,397

 

133,431

 

188,801

 

15,387

         

932,016

- Income tax and social contribution non computed o/ available-for-sale financial assets

 

15,973

 

 

 

 

 

 

 

 

 

15,973

- Actuarial liability (pension and healthcare plan)

163,763

         

(203)

         

163,560

- Accrued supplies and services

66,619

 

 

 

10,554

 

1,408

 

(29,541)

 

 

 

49,040

- Allowance for doubtful debts

25,987

     

3,060

 

151

 

(1,111)

     

28,087

- Unrealized exchange differences (*)

1,011,007

 

 

 

1,416,919

 

 

 

 

 

 

 

2,427,926

(Gain) in control loss on Transnorderstina

(224,096)

                     

(224,096)

- Cash flow hedge accounting

41,015

 

475,816

 

 

 

 

 

 

 

 

 

516,831

- Income tax and social contribution non computed o/ cash flow hedge accounting

 

(357,951)

                 

(357,951)

- Deferred taxes non computed

 

 

 

 

(1,133,091)

 

 

 

 

 

 

 

(1,133,091)

- Other

87,588

 

 

 

40,955

 

22

 

(18,325)

     

110,240

Non-current assets

2,438,929

 

267,269

 

557,443

 

29,042

 

(73,436)

 

9,714

 

3,228,961

 

 

 

 

 

84


 

 

 

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

 

(**) Reversal of Company´s tax credits and tax loss carryforwards to settle tax debts, as provided for in Law No. 12,865/13, 12,996/14 and 13,043/14,  due to exclusion of contingences, related to tax installment program, on the consolidation of debts.

 

The Company has its corporate structure overseas subsidiaries, for which profits are taxed at income tax in the countries where they are domiciled by lower rates than those prevailing in Brazil.

 

From 2011 to 2015 some abroad subsidiaries generated profits amounting to R$4,025,071, in case tax authorities understand that these profits have already been distributed and, therefore, additional taxation in Brazil, if due, would amount approximately to R$1,356,111 in income tax and social contribution. The Company, based on its legal counsel’s opinion, assessed the likelihood of loss in a potential challenge by tax authorities as possible and, therefore, no provision was recognized in the financial statements.

 

·       Law 12.973/14

 

Law 12.973, enacted in May 2014, brought significant changes to tax legislation, which among others, revoked the Transition Tax Regime (RTT).Theses changes directly impact the determination of the income tax and social contribution basis. As from 2015, the application of the Law is mandatory and CSN applied the Law´s requirements.

 

·       Impairment test - Deferred taxes

 

CSN approved by the Board of Directors´ Meeting of November 6 th2015, a study to demonstrate the generation of future taxable income with which it is expected that the credits currently registered in the balance sheet are offset.

 

The test was performed considering only the parent company, since the other group companies have no relevant credits for purposes of this test. The parent company consists of the following businesses:

 

• Flat Steel Brazil;

• Long Steel Brazil;

• Mining

• Cement;

• Investments in other entities.

 

The study was prepared based on the CSN´s financial model of long-term and considered several scenarios which vary according to different macroeconomic and operating assumptions. Furthermore, the model considers a combination of assets sales scenario and liquidity events in order to achieve a specific amount of resources to CSN allowing a leverage reduction of and consequently, the reduction of financial expenses.

 

In addition, a sensitivity analysis of tax credits utilization considering a change in macroeconomic assumptions, operational performance and liquidity events took place. This sensitivity analysis showed that the consumption of credits is sensitive to exogenous issues and outside the Company's control.

 

Thus, considering the study´s results, which indicates the probable future taxable income to compensate the deferred income tax and social contribution balances recognized until June 30, 2015, the Board of Directors agreed to not record the deferred income tax and social contribution as from the 3rd quarter of 2015. If we had recorded the deferred income tax and social contribution, on the second quarter its amount would be R$1.09 billion. Additionally, the study projects the compensation of the residual balance amounting R$3,229 million for the next periods according to the schedule below:

 

 

 

85


 

 

 

 

 

In millions of reais

 

Parent Company

2016

 

686

2017

 

622

2018

 

152

2019

 

192

2020

 

286

2021

 

464

2022

 

576

2023

 

251

 

 

3,229

 

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

 

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

 

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Income tax and social contribution

             

Actuarial gains on defined benefit pension plan

64,489

 

65,372

 

65,247

 

65,247

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

38

 

(140,859)

 

19,269

 

(130,135)

Actuarial gains and assets available for sale by incorporation

       

(19,349)

   

Exchange differences on translating foreign operations

(425,510)

 

(425,510)

 

(425,510)

 

(425,510)

Cash flow hedge accounting

158,880

 

41,015

 

158,880

 

41,015

 

(202,103)

 

(459,982)

 

(201,463)

 

(449,383)

 

16.   Taxes in installments

 

The position of the Refis debts and other tax installment payment plans, recorded in taxes in installments in current and non-current liabilities, as mentioned in note 14, is as follows:

 

 

Consolidated

 

Parent Company

 

Current

Non-Current

 

Current

 

Non-Current

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Federal REFIS Law 11.941/0(a)

11,891

 

9,942

 

19,247

 

 

 

9,173

 

9,173

 

 

 

 

Federal REFIS Law 12.865/1(a)

506,430

     

56,661

                   

Other taxes in installments (b)

510,939

 

23,416

 

11,982

 

20,728

 

34

 

14,175

 

1,476

 

1,823

 

1,029,260

 

33,358

 

87,890

 

20,728

 

9,207

 

23,348

 

1,476

 

1,823

 

 

16.a) Tax Recovery Program (Federal Refis)

 

·       Federal Law 11.941/09 Tax Installment Payment Program

 

In November 2009 the Company joined the Tax Installment Payment Program introduced by Law 11.941/09, aiming at regularizing tax liabilities through a special payment system and installment of tax obligations and social security.

 

The Company indicated to liquidate immediately tax debts linked to judicial deposits. The Company awaits the approval by the Federal Revenue Service (RFB) and the National Treasury Attorney General’s Office (PGFN) of these amounts, which total R$9,942.

 

National Minerals SA (NAMISA), incorporated by Congonhas Ores on December 31, 2015, and now consolidated in these financial statements at December 27, 2013 and November 25, 2014 has chosen to include some debts in the program installment introduced by Law 11,941 / 2009, due to the reopening of the deadlines for accession brought by Law No. 12,865 / 13 and 12,996 / 14, respectively.

 

 

 

86


 

 

 

 

·       Installment Payment Program, Federal law 12.865/13

 

NAMISA also chose to include in the tax installment plan established by Article 40 of Law No. 12,865 / 13, the income tax debts and based on the profits of subsidiaries located abroad from 2009 to 2012, resulting from the application of Article 74 MP 2158-35 / 2001.

 

16.b) Other tax installments (regular and other)

 

Some Group companies have installment payment plans with the Federal Revenue Service and state tax authorities.

        

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

 

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

 

 

 

Consolidated

 

Parent Company

 

 

Accrued liabilities

 

Judicial deposits

 

Accrued liabilities

 

Judicial deposits

 

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Tax

 

143,852

 

129,524

 

82,472

 

77,836

 

82,619

 

109,173

 

67,843

 

67,483

Social security

 

70,174

 

62,277

 

46,193

 

46,193

 

69,293

 

61,498

 

46,193

 

46,193

Labor

 

478,611

 

444,243

 

165,027

 

136,396

 

388,763

 

377,224

 

133,686

 

105,833

Civil

 

128,451

 

106,143

 

24,634

 

17,897

 

103,087

 

86,360

 

13,696

 

13,588

Environmental

 

17,646

 

3,981

 

1,697

 

1,697

 

12,536

 

3,978

 

1,628

 

1,628

Judicial deposits

 

 

 

 

 

8,519

 

8,785

 

 

 

 

 

 

 

5,177

 

 

838,734

 

746,168

 

328,542

 

288,804

 

656,298

 

638,233

 

263,046

 

239,902

 

 

The changes in the provision for tax, social security, labor, civil and environmental risks in the year ended December 31, 2015 were as follows:

                     

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Current + Non- current

 

Nature

 

12/31/2014

 

Additions

 

Accrued charges

 

Net utilization of reversal

 

12/31/2015

 

Tax

 

129,524

 

120,673

 

7,841

 

(114,186)

 

143,852

 

Social security

 

62,277

     

7,897

     

70,174

 

Labor

 

444,243

 

213,543

 

61,445

 

(240,620)

 

478,611

 

Civil

 

106,143

 

34,951

 

35,372

 

(48,015)

 

128,451

 

Environmental

 

3,981

 

20,401

 

284

 

(7,020)

 

17,646

     

746,168

 

389,568

 

112,839

 

(409,841)

 

838,734

 

 

 

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

 

Current + Non- current

Nature

 

12/31/2014

 

Additions

 

Accrued charges

 

Net utilization of reversal

 

12/31/2015

Tax

 

109,173

 

78,645

 

6,305

 

(111,504)

 

82,619

Social security

 

61,498

     

7,795

     

69,293

Labor

 

377,224

 

191,422

 

54,483

 

(234,366)

 

388,763

Civil

 

86,360

 

28,133

 

32,368

 

(43,774)

 

103,087

Environmental

 

3,978

 

15,294

 

284

 

(7,020)

 

12,536

   

638,233

 

313,494

 

101,235

 

(396,664)

 

656,298

 

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. This provision includes tax liabilities resulting from lawsuits filed by the Company, subject to SELIC (Central Bank’s policy rate).

 

 

 

87


 

 

 

Tax lawsuits

 

The main tax lawsuits assessed by the outside legal counsel as probable losses to which CSN or its subsidiaries are parties are as follows: (i) Municipal tax assessments (ISS) incident in lease contracts; (ii) ICMS Assessment Notice for the alleged nonpayment of this tax on product imports; (iii) Tax Forfeiture to collect ICMS reported but not paid; (iv) collection of income tax and social contribution for the offset of nonexistent tax credits.

 

Labor lawsuits

 

As of December 31, 2015, the Group is a defendant in 7,541 labor lawsuits, for which a provision has been recorded in the amount of R$478,611 (R$444,243 as of December 31, 2014). Most of the claims relate to subsidiary and/or joint liability, salary equalization, health hazard premiums and hazardous duty premiums, overtime pay, difference in the 40% fine for the severance pay fund (FGTS) related to period prior to retirement and as a result of federal government economic plans, health care plan, indemnity claims resulting from alleged occupational diseases or on-the-job accidents, breaks between working hours, and differences in profit sharing from 1997 to 1999 and from 2001 to 2003.

 

During the year ended December 31, 2015 there were addition or write-off movements in labor lawsuits, due to court orders issued to terminate lawsuits and the constant revision of the Company’s accounting estimates related to the provision for contingencies that take into consideration the different nature of the claims made, as required by the Company’s accounting policies.

 

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$128,451 as of December 31, 2015 (R$106,143 as of December 31, 2014)

 

Environmental lawsuits

 

The environmental administrative/judicial proceedings filed against the Company include mainly administrative proceedings for alleged environmental irregularities and the regularization of environmental permits; at the judicial level, the Company is a party to actions collecting the fines imposed for such alleged environmental irregularities and public civil actions claiming regularization coupled with compensation, in most cases claiming environmental recovery. In general these proceedings arise from alleged damages to the environment related to the Company’s industrial activities. For lawsuits involving environmental matters, a provision has been recognized in the amount of R$17,646 as of December 31, 2015 (R$3,981 as of December 31, 2014)

 

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, until the moment, a complete diagnostic of the risks and so the Company has not estimated the costs for those claims.

 

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

 

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

 

 

88


 

 

 

 

§  Other administrative and judicial proceedings

 

The table below shows a summary of the balance of the main legal matters compared with the balance at December 31, 2014 and 2015.

 

 

12/31/2015

 

12/31/2014

Tax assessment notice issued against the Company for an alleged sale of 40% of the shares of its joint venture NAMISA to a Japanese-Korean consortium,

 

7,743,501

 

7,068,252

Income tax / Social contribution - Assessment Notice and Imposition of Fine (AIIM) - - Disallowance of deductions of goodwill generated in the reverse incorporation of Big Jump by Namisa (*)

 

2,250,833

   

Assessment Notice and Imposition of Fine (AIIM) - Income tax / Social contribution - gloss of interest on prepayment arising from supply contracts of iron ore and port services

 

1,105,793

 

 

Tax foreclosures - ICMS - Electricity credits

 

785,043

 

742,727

Installments MP 470 - alleged insufficiency of tax losses

 

587,205

 

521,340

Offset of taxes that were not approved by the Federal Revenue Service - IRPJ/CSLL, PIS/COFINS e IPI

 

1,015,355

 

523,171

Assessment notice for an alleged nonpayment of taxes- IRPJ/CSLL - foreign subsidiaries (2010)

 

526,047

 

476,316

Assessment Notice and Imposition of Fine (AIIM) - Income tax / Social contribution - Profits earned abroad 2008 (*)

 

306,136

   

Disallowance of the ICMS credits - Transfer of iron ore

 

516,581

 

446,907

Disallowance of the ICMS credits - ICMS - acquisition of subsidiary

 

277,389

 

257,536

ICMS - Refers to the transfer of imported raw material at an amount lower than the price disclosed in the import documentation

 

252,112

 

230,261

Disallowance of the tax losses arising on adjustments to the SAPLI

 

409,323

 

362,489

Assessment Notice - ICMS - shipping and return merchandise for Industrialization (*)

 

541,338

 

 

Assessment Notice- Income tax- Capital Gain of CFM vendors located outside (*)

 

170,835

   

Other tax (federal, state, and municipal) lawsuits.

 

2,537,626

 

2,870,796

Social security lawsuits

 

289,923

 

299,341

Annulment action filed by CSN against CADE

 

70,423

 

63,463

Other civil lawsuits

 

763,576

 

382,641

Labor and social security lawsuits

 

1,032,678

 

1,069,663

Environmental lawsuits

 

359,046

 

115,024

 

 

21,540,763

 

15,429,927

 

(*) Namisa lawsuits that started to be consolidated due to business combination transaction, as described in note 3.

 

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

 

Environmental lawsuits

 

The environmental processes present high complexity for estimating the amount at risk, should be taken into consideration, among various aspects, procedural development, the extent of damage and the projection of

repair costs.

 

During the second quarter 2015, in line with the Company's accounting policy of prognostic losses of ongoing processes, the management has reevaluated its environmental contingencies, supported by its internal and external legal counsel.

As a result of this work, there was an increase of the possible risk of loss amounting R$ 244,022.

 

There are other environmental processes for which it is not yet possible to assess the risk and contingency value due to the aforementioned complexity estimation, the peculiarities of the matters involving them and also their procedural steps.

 

 

 

89


 

 

 

 

18.   PROVISION FOR ENVIRONMENTAL LIABILITIES AND ASSET RETIREMENT OBLIGATIONS

 

The balance of the provision for environmental liabilities and asset retirement obligation - ARO is as follows:

 

 

 

 

Consolidated

 

 

 

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Environmental liabilities

262,290

 

211,544

 

259,115

 

211,544

Asset retirement obligations

66,641

 

26,995

     

21,718

 

328,931

 

238,539

 

259,115

 

233,262

 

18.a) Environmental liabilities

 

As of December 31, 2015, there is a provision recognized for expenditures relating to environmental investigation and recovery services for potentially contaminated areas surrounding establishments in the States of Rio de Janeiro, Minas Gerais and Santa Catarina. Estimated expenditures will be reviewed periodically and the amounts already recognized will be adjusted whenever necessary. These are Management’s best estimates based on the environmental remediation studies and projects. This provision is recognized as other operating expenses.

 

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

 

The long-term interest rate used to discount the provision to present value through December 31, 2015 was 10.00%. The liability recognized is periodically updated based on the general market price index (IGPM) for the period.

 

Some contingent environmental liabilities are monitored by environmental department were not recorded in provisions due  to its characteristics, they do not meet the recognition criteria present in CPC 25.

 

18.b) Asset retirement

 

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

 

The accounting balances that refer to the provision for decommissioning were transferred to Congonhas Minérios,

 

The increase of liabilities in the period is due to an update on estimated cost of closing iron ore mines.

 

In 2015, the Company completed a new certification of iron mineral reserves in the Casa de Pedra and Engenho mines. This certification, prepared by a specialized company, has certified reserves of 3,021 million tons of iron ore, which represents an increase of 85% compared to the amounts certified in the last audit on April 2007.

 

Therefore, it indicated a need to review liabilities and update assumptions for mine closure, completion of mining activities in the future and decommissioning of assets linked to the mine, the result is an increase of liabilities amounting R$ 39,646.

 

 

 

90


 

 

 

19.   RELATED-PARTY BALANCES AND TRANSACTIONS

 

19.a) Transactions with Holding Companies

 

Vicunha Siderurgia S.A. is the Company’s main shareholder, with 51.41% of the voting shares.

 

The Rio Iaco Participações S.A. holds 4.29% of CSN’s voting capital.

 

·       Liabilities

Companies

 

Proposed

 

Paid

 

Dividends

 

Dividends

Vicunha Siderurgia

 

 

 

282,571

Rio Iaco

 

 

 

23,568

Total at 12/31/2015

 

 

306,139

Total at 12/31/2014

 

152,966

 

220,349

 

(*) As of June 30, 2015 Vicunha Steel began to directly control CSN due to the merger of Vicunha Siderurgia by Vicunha Aços on that date.

 

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

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 40% of Vicunha Steel S.A.

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

 

19.b) Transactions with subsidiaries, joint ventures, associates, exclusive funds and other related parties

 

·       By transaction

 

Consolidated

 

 

Current

 

Non-Current

 

Total

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables (note 6)

 

61,366

 

153,737

         

61,366

 

153,737

Dividends receivable (note 6)

 

27,817

 

59,470

 

 

 

 

 

27,817

 

59,470

Actuarial asset (note 8)

         

114,433

 

97,173

 

114,433

 

97,173

Loans (note 8)

 

 

 

517,493

 

373,214

 

117,357

 

373,214

 

634,850

Other receivables (note 8)

 

9,420

 

15,780

 

29,020

 

7,037

 

38,440

 

22,817

 

 

98,603

 

746,480

 

516,667

 

221,567

 

615,270

 

968,047

Liabilities

                       

Other payables (Note 14)

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

6,798

 

2,681

     

546

 

6,798

 

3,227

Advances from customers

 

 

 

247,077

 

 

 

9,236,170

 

 

 

9,483,247

Trade payables

 

67,443

 

63,165

         

67,443

 

63,165

Actuarial liabilities

 

 

 

 

 

514,368

 

587,755

 

514,368

 

587,755

   

74,241

 

312,923

 

514,368

 

9,824,471

 

588,609

 

10,137,394

Statement of income

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

                       

Sales

 

725,285

 

1,177,860

 

 

 

 

 

 

 

 

Interest

 

65,084

 

50,631

               

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

(1,103,428)

 

(1,047,423)

               

Interest

 

(1,333)

 

(423,621)

 

 

 

 

 

 

 

 

   

(314,392)

 

(242,553)

               

 

 

91


 

 

 

·       By company

 

   

Consolidated

   

Assets

 

Liabilities

 

Profit and loss

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income (costs), net

 

Total

                   

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ferrovia Transnordestina Logística S.A. (1)

     

133,283

 

133,283

                 

(4,559)

 

15,887

 

11,328

Others

 

14,151

 

 

 

14,151

 

2,742

 

 

 

2,742

 

 

 

 

 

 

 

 

   

14,151

 

133,283

 

147,434

 

2,742

 

 

 

2,742

 

 

 

(4,559)

 

15,887

 

11,328

Joint ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CGPAR Construção Pesada S.A.

 

3,484

     

3,484

 

24

     

24

               

Nacional Minérios S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

113,563

 

(198,378)

 

6,424

 

(78,391)

MRS Logística S.A.

 

26,415

     

26,415

 

32,284

     

32,284

     

(725,710)

     

(725,710)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

7,380

 

 

 

7,380

 

11,015

 

 

 

11,015

 

48

 

(166,945)

 

 

 

(166,897)

Transnordestina Logística S.A (2)

     

222,727

 

222,727

 

26,880

     

26,880

         

23,380

 

23,380

 

 

37,279

 

222,727

 

260,006

 

70,203

 

 

 

70,203

 

113,611

 

(1,091,033)

 

29,804

 

(947,618)

Other related parties

                                       

CBS Previdência

 

 

 

114,433

 

114,433

 

 

 

514,368

 

514,368

 

 

 

 

 

 

 

 

Fundação CSN

             

126

     

126

     

(2,152)

 

3

 

(2,149)

Banco Fibra

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,592

 

15,592

Usiminas

 

182

     

182

             

12,289

 

(1,230)

     

11,059

Panatlântica

 

46,991

 

 

 

46,991

 

 

 

 

 

 

 

597,998

 

 

 

 

 

597,998

Ibis Participações e Serviços

                             

(4,324)

     

(4,324)

Taquari Participações S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(130)

 

 

 

(130)

   

47,173

 

114,433

 

161,606

 

126

 

514,368

 

514,494

 

610,287

 

(7,836)

 

15,595

 

618,046

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

     

46,224

 

46,224

 

1,170

     

1,170

 

1,387

     

2,465

 

3,852

Total at 12/31/2015

 

98,603

 

516,667

 

615,270

 

74,241

 

514,368

 

588,609

 

725,285

 

(1,103,428)

 

63,751

 

(314,392)

Total at 12/31/2014

 

746,480

 

221,567

 

968,047

 

312,923

 

9,824,471

 

10,137,394

 

1,177,860

 

(1,047,423)

 

(372,990)

 

(242,553)

 

1. Refers to loans of the subsidiary FTL - Ferrovia Transnordestina Logística S.A to the joint venture Transnordestina Logística S.A. The contract has a 102.5% of CDI interest rate and maturity expected in June 2017.

 

2. Transnordestina Logística S.A: Refers mainly to contracts in R$: interest equivalent to 108.0% of CDI with final maturity in June 2017. As of December 31, 2015, borrowings total R$222,727 (R$141,358 as of December 31, 2014).

 

 

 

92


 

 

 

 

·       By transaction

   

Parent Company

 

 

Current

 

Non-Current

 

Total

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Assets

 

                     

Trade receivables (1) (nota 6)

 

1,140,172

 

969,343

         

1,140,172

 

969,343

Dividends receivable (nota 6)

 

737,668

 

67,553

         

737,668

 

67,553

Actuarial asset (note 8)

         

112,660

 

96,914

 

112,660

 

96,914

Loans (nota 8)

 

   

106,218

 

239,930

 

52,619

 

239,930

 

158,837

Financial investments (2)

 

1,412,428

 

252,896

 

28,078

 

87,475

 

1,440,506

 

340,371

Exclusive funds (nota 8)

 

110,075

 

144,018

         

110,075

 

144,018

Other receivables (3) (nota 8)

 

32,479

 

168,035

 

303,441

 

329,330

 

335,920

 

497,365

 

 

3,432,822

 

1,708,063

 

684,109

 

566,338

 

4,116,931

 

2,274,401

Liabilities

                       

Borrowings and financing

 

                     

Pre-payment (nota12)

 

85,987

 

146,504

 

5,843,050

 

5,156,481

 

5,929,037

 

5,302,985

Fixed Rate Notes e Intercompany Bonds (nota12)

32,402

 

1,187,610

 

4,056,347

 

1,593,720

 

4,088,749

 

2,781,330

Intercompany loans (nota12)

 

1,261,861

 

222,525

 

2,137,040

 

2,670,457

 

3,398,901

 

2,892,982

Other payables (nota 13)

 

                     

Accounts payable (4)

 

110,090

 

62,536

 

118,653

 

574,478

 

228,743

 

637,014

Advances from customers

 

16

 

277,077

     

9,236,170

 

16

 

9,513,247

Exclusive funds (nota 14)

 

25,387

             

25,387

   

Trade payables

 

153,559

 

250,104

         

153,559

 

250,104

Actuarial liabilities

         

514,367

 

587,740

 

514,367

 

587,740

 

 

1,669,302

 

2,146,356

 

12,669,457

 

19,819,046

 

14,338,759

 

21,965,402

                         
 

 

12/31/2015

 

12/31/2014

               

Statement of income

                       

Revenues

 

                     

Revenues

 

5,852,639

 

5,903,875

               

Interest

 

26,073

 

14,421

               

Exclusive funds

 

812,079

 

251,834

               
 

 

                     

Expenses

                       

Purchases

 

(1,636,308)

 

(1,646,256)

               

Interest

 

(983,541)

 

(1,712,508)

               

Net exchange rate variations

 

(3,780,650)

 

(1,025,243)

               
   

290,292

 

1,786,123

               

 

(1)   Accounts receivable derive from sales operations of goods and services between the parent company, subsidiaries and joint ventures.

 

(2)   Assets: Financial investments classified as current totals R$1,412,428 at December 31, 2015 (R$252,896 at December 31, 2014) and investments in Usiminas shares classified as investments available for sale, non-current group, which amount to R$28,078 (R$87,475 at December 31, 2014).

Liabilities: Derivative transactions in the amount of R$25,387 at December 31, 2015.

 

(3)   Current: Refers mainly to assignment of tax loss credits of income tax and social contribution, related to Metallurgical Prada companies, FTL - Transnordestina Railway Logistics and Company Packaging Metal MMSA.

 

 

93


 

 

 

 

Noncurrent: Refers mainly to advance for future capital increase, dividends receivable and accounts receivable related and acquisition of debentures.

 

(4)   Non-current liabilities: Reduction on write-off related to purchase of clinker plant, due to the merger of subsidiary CSN Cimentos in the amount of R$403,431, as mentioned in note 9.

 

·       By company

 

   

Parent Company

   

Assets

 

Liabilities

 

Profit and loss

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

 

Sales

 

Purchases

 

Finance income (costs), net

 

Exchange rates, net

 

Total

                     

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Companhia Metalic Nordeste

             

1,569

     

1,569

 

61,684

 

(951)

         

60,733

Companhia Metalúrgica Prada

 

176,604

 

121,335

 

297,939

 

15,127

 

198

 

15,325

 

966,715

 

(155,549)

 

 

 

 

 

811,166

CSN Cimentos S.A.

                         

62,028

 

(1,800)

 

(14,691)

     

45,537

Estanho de Rondônia S.A.

 

10,920

 

 

 

10,920

 

1,242

 

 

 

1,242

 

 

 

(14,991)

 

 

 

 

 

(14,991)

Companhia Florestal do Brasil

                                           

Sepetiba Tecon S.A.

 

10,569

 

85,066

 

95,635

 

13,138

 

 

 

13,138

 

3,525

 

(7,385)

 

224

 

 

 

(3,636)

Mineração Nacional

     

650

 

650

                               

Congonhas Minérios S.A. (1)

 

737,643

 

 

 

737,643

 

56,301

 

5,570

 

61,871

 

32,427

 

(62,155)

 

(245,700)

 

 

 

(275,428)

CSN Energia S.A.

 

15,732

     

15,732

 

40,880

     

40,880

     

(276,363)

         

(276,363)

Ferrovia Transnordestina Logística S.A.

 

3,125

 

22,510

 

25,635

 

 

 

112,887

 

112,887

 

59

 

 

 

 

 

 

 

59

ITA Energética S.A

 

1,618

     

1,618

                               

Companhia Brasileira de Latas

 

5,404

 

 

 

5,404

 

 

 

 

 

 

 

70,857

 

(2,291)

 

 

 

 

 

68,566

Companhia Siderúrgica Nacional, LLC (2)

 

682,875

     

682,875

 

106,880

     

106,880

 

1,195,697

 

(21,654)

     

231,220

 

1,405,263

CSN Europe Lda.

 

 

 

 

 

 

 

12,343

 

119,954

 

132,297

 

 

 

 

 

(5,885)

 

(38,356)

 

(44,241)

CSN Resources S.A. (3)

             

1,356,268

 

8,790,433

 

10,146,701

         

(581,531)

 

(3,373,480)

 

(3,955,011)

CSN Export Europe, S.L.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,018)

 

(4,826)

 

(5,844)

Lusosider Aços Planos, S.A.

 

192,871

     

192,871

 

195

     

195

 

208,580

         

59,066

 

267,646

CSN Handel GmbH

 

 

 

 

 

 

 

 

 

 

 

 

 

2,525,795

 

 

 

 

 

163,626

 

2,689,421

CSN Islands XI Corp.

                 

1,249,536

 

1,249,536

             

(119,037)

 

(119,037)

CSN Islands XII Corp. (4)

 

 

 

 

 

 

 

11,638

 

1,772,779

 

1,784,417

 

 

 

 

 

(132,447)

 

(697,296)

 

(829,743)

CSN Ibéria Lda.

                 

103,733

 

103,733

         

(2,269)

 

(32,673)

 

(34,942)

Companhia de Embalagens Metálicas MMSA

 

44,859

 

44,859

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stahlwerk Thüringen GmbH

                             

(37,395)

         

(37,395)

 

 

1,837,361

 

274,420

 

2,111,781

 

1,615,581

 

12,155,090

 

13,770,671

 

5,127,367

 

(580,534)

 

(983,317)

 

(3,811,756)

 

(248,240)

Joint ventures

                                           

CGPAR Construção Pesada S.A.

 

10,542

 

 

 

10,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nacional Minérios S.A.

                         

113,563

 

(198,378)

     

31,106

 

(53,709)

MRS Logística S.A.

 

13,230

 

 

 

13,230

 

17,332

 

 

 

17,332

 

 

 

(682,615)

 

 

 

 

 

(682,615)

CBSI - Companhia Brasileira de Serviços e Infraestrutura

 

2,013

     

2,013

 

10,876

     

10,876

 

35

 

(166,945)

         

(166,910)

Transnordestina Logística S.A.

 

 

 

222,727

 

222,727

 

 

 

 

 

 

 

 

 

 

 

23,380

 

 

 

23,380

   

25,785

 

222,727

 

248,512

 

28,208

 

 

 

28,208

 

113,598

 

(1,047,938)

 

23,380

 

31,106

 

(879,854)

Other related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CBS Previdência

     

112,660

 

112,660

     

514,367

 

514,367

                   

Fundação CSN

 

 

 

 

 

 

 

126

 

 

 

126

 

 

 

(2,152)

 

3

 

 

 

(2,149)

Usiminas

 

182

     

182

             

12,289

 

(1,230)

         

11,059

Panatlântica

 

46,991

 

 

 

46,991

 

 

 

 

 

 

 

597,998

 

 

 

 

 

 

 

597,998

Ibis Participações e Serviços

                             

(4,324)

         

(4,324)

Taquari Participações S.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(130)

 

 

 

 

 

(130)

   

47,173

 

112,660

 

159,833

 

126

 

514,367

 

514,493

 

610,287

 

(7,836)

 

3

 

 

 

602,454

Associates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arvedi Metalfer do Brasil S.A.

     

46,224

 

46,224

             

1,387

     

2,465

     

3,852

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exclusive Funds

                                           

Diplic, Mugen, VR1 e BB Steel

 

1,522,503

 

28,078

 

1,550,581

 

25,387

 

 

 

25,387

 

 

 

 

 

812,080

 

 

 

812,080

Total at 12/31/2015

 

3,432,822

 

684,109

 

4,116,931

 

1,669,302

 

12,669,457

 

14,338,759

 

5,852,639

 

(1,636,308)

 

(145,389)

 

(3,780,650)

 

290,292

Total at 12/31/2014

 

1,708,063

 

566,338

 

2,274,401

 

2,146,356

 

19,819,046

 

21,965,402

 

5,903,875

 

(1,646,256)

 

(1,446,253)

 

(1,025,243)

 

1,786,123

 

 

(1)   Congonhas Minérios: Refers mainly to dividends declared by Namisa and posteriorly assumed by Congonhas due to the merger at December 31, 2015.

 

(2)   Companhia Siderurgica Nacional, LLC: Trade accounts receivable of R$682,875 at December 31, 2015 R$415,788 at December 31, 2014), related to sale of steel.

 

 

(3)   CSN Resources SA: Contracts in US dollars of Prepayment Fixed Rate Notes and Intercompany Bonds, the interest is 9.13% and the maturity date on June 2047. On December 31, 2015, the loans amounted to R$10,146,701 (R$7,490. 873 on December 31, 2014).

 

 

 

94


 

 

 

 

(4)   CSN Islands XI Corp.: Contracts in US dollars, without interest, maturing in August 2017. On December 31 December 2015, the loans amounted to R$1,249,536.

(5)   CSN Islands XII Corp.: Contracts in US dollars, interest rate of 7.64% and maturing on February 2025. At December 31, 2015, the loans amounted to R$1,784,417 (R$1,363,481 on December 31, 2014).

 

(6)   Namisa:  Sales: Refers to services related to ore as internal movement and loading.

                                Purchases: Refers to services related to ore as port movement and shipment.

 

19.c) Other unconsolidated related parties

 

·       CBS Previdência

 

The Company is the main sponsor of this non-profit entity established in July 1960, primarily engaged in the payment of benefits that supplement the official government Social Security benefits to participants. In its capacity as sponsor, CSN carries out transactions involving the payment of contributions and recognition of actuarial liabilities calculated in defined benefit plans, as detailed in note 27. 

 

·       Fundação CSN

 

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

 

·       Banco Fibra

 

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

 

·       Ibis Participações e Serviços Ltda.

 

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

 

·       Companhia de Gás do Ceará

 

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

 

19.d) Key management personnel

 

The key management personnel with authority and responsibility for planning, directing and controlling the Company’s activities, include the members of the Board of Directors and statutory directors. The following is information on the compensation of such personnel and the related balances as of December 31, 2015.

   

12/31/2015

 

12/31/2014

   

Statement of Income

Short-term benefits for employees and officers

 

47,578

 

34,861

Post-employment benefits

 

311

 

116

 

 

47,889

 

34,977

 

20.   SHAREHOLDERS' EQUITY

 

20.a) Paid-in capital

 

Fully subscribed and paid-in capital as of December 31, 2015 and 2014 is R$4,540,000 comprising 1,387,524,047 book-entry common shares without par value. Each common share entitles its holder to one vote in Shareholders’ Meetings.

 

 

 

95


 

 

 

 

20.b) Authorized capital

 

The Company’s bylaws in effect as of December 31, 2015 determine that the capital can be raised to up to 2,400,000,000 shares by decision of the Board of Directors.

 

20.c) Legal reserve

 

This reserve is recognized at the rate of 5% of the profit for each period, as provided for by Article 193 of Law 6.404/76, up to the ceiling of 20% of share capital.  

 

20.d) Ownership structure

 

As of December 31, 2015, the Company’s ownership structure was as follows:

 

   

 

 

 

 

12/31/2015

         

12/31/2014

   

Number of common shares

 

% of total shares

 

% of voting capital

 

Number of common shares

 

% of total shares

 

% of voting capital

Vicunha Aços S.A. (*)

 

697,719,990

 

50.29%

 

51.41%

 

697,719,990

 

50.29%

 

51.34%

Rio Iaco Participações S.A. (**)

 

58,193,503

 

4.19%

 

4.29%

 

58,193,503

 

4.19%

 

4.28%

Caixa Beneficente dos Empregados da CSN - CBS

 

20,143,031

 

1.45%

 

1.48%

 

12,788,231

 

0.92%

 

0.94%

BNDES Participações S.A. – BNDESPAR

 

8,794,890

 

0.63%

 

0.65%

 

8,794,890

 

0.63%

 

0.65%

NYSE (ADRs)

 

336,435,464

 

24.25%

 

24.79%

 

342,466,899

 

24.68%

 

25.20%

BM&FBovespa

 

235,846,169

 

17.00%

 

17.38%

 

239,010,634

 

17.23%

 

17.59%

 

 

1,357,133,047

 

97.81%

 

100.00%

 

1,358,974,147

 

97.94%

 

100.00%

Treasury shares

 

30,391,000

 

2.19%

     

28,549,900

 

2.06%

   

Total shares

 

1,387,524,047

 

100.00%

     

1,387,524,047

 

100.00%

   

 

(*) As From June 30, 2015, CSN became directly controlled by Vicunha Aços, considering the incorporation of Vicunha Siderurgia by Vicunha Aços on that date.

        

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

 

20.e) Treasury shares

 

The Board of Directors authorized various share buyback programs in order to hold shares in treasury for subsequent disposal and/or cancelation with a view to maximizing the generation of value to the shareholder through an efficient capital structure management, as shown in the table below:

 

Program

 

Board’s Authorization

 

Authorized quantity

 

Program period

 

Average buyback price

 

Minimum and maximum buyback price

 

Number bought back

 

Share cancelation

   

Balance in treasury

 

3/13/2014

 

70,205,661

 

From 3/14/2014 to 4/14/2014

 

R$ 9.34

 

R$ 9.22 and R$ 9.45

 

2,350,000

 

 

 

 

2,350,000

 

4/15/2014

 

67,855,661

 

From 4/16/2014 to 5/23/2014

 

R$ 8.97

 

R$ 8.70 and R$ 9.48

 

9,529,500

       

11,879,500

 

5/23/2014

 

58,326,161

 

From 5/26/2014 to 6/25/2014

 

R$ 9.21

 

R$ 8.61 and R$ 9.72

 

31,544,500

 

 

 

 

43,424,000

 

6/26/2014

 

26,781,661

 

From 6/26/2014 to 7/17/2014

 

R$ 10.42

 

R$ 9.33 and R$ 11.54

 

26,781,661

       

70,205,661

 

 

7/18/2014

 

 

 

 

 

Not applicable

Not applicable

 

 

 

60,000,000

(1)

 

10,205,661

 

7/18/2014

 

64,205,661

 

From 7/18/2014 to 8/18/2014

 

R$ 11.40

 

R$ 11.40

 

240,400

       

10,446,061

 

 

8/18/2014

 

 

 

 

 

Not applicable

Not applicable

 

 

 

10,446,061

(1)

 

 

8/18/2014

 

63,161,055

 

From 8/19/2014 to 9/25/2014

 

R$ 9.82

 

R$ 9.47 and R$ 10.07

 

6,791,300

       

6,791,300

 

9/29/2014

 

56,369,755

 

From 9/29/2014 to 2/29/2014

 

R$ 7.49

 

R$ 4.48 and R$ 9.16

 

21,758,600

 

 

 

 

28,549,900

 

12/30/2014

 

34,611,155

 

From 12/31/2014 to 3/31/2015

R$ 5.10

 

R$ 4.90 and R$ 5.39

 

1,841,100

       

30,391,000

9º (*)

 

03/31/2015

 

32,770,055

 

From 4/01/2015 to 6/30/2015

 

 

 

 

 

 

 

 

 

 

 

 

 (*) There were no share buyback in this program.

 

(1)   On July 18, 2014 and August 19, 2014, the Board of Directors approved the cancelation of 60,000,000 and 10,446,061 treasury shares, respectively, without change in the Company’s share capital.

 

 

96


 

 

 

 

As of December 31, 2015, the position of the treasury shares was as follows:

 

Bought back

 

Amount

 

Share price

 

Share

number

 

paid for

 

 

 

 

 

 

 

market price

(in units)

 

the shares

 

Minimum

 

Maximum

 

Average

 

as of 12/31/2015 (*)

30,391,000

 

R$ 238,976

 

R$ 4.48

 

R$ 10.07

 

R$ 7.86

 

R$ 121,564

 

(*) Using the last share quotation on BM&FBovespa as of December 31, 2015 of R$4.00 per share.

 

20.f) Policy on investments and payment of interest on capital and dividends 

 

At a meeting held on December 11, 2000, the Board of Directors decided to adopt a profit distribution policy which, after compliance with the provisions in Law 6.404/76, as amended by Law 9.457/97, will entail the distribution of all the profit to the Company’s shareholders, provided that the following priorities are observed, irrespective of their order: (i) carrying out the business strategy; (ii) fulfilling its obligations; (iii) making the required investments; and (iv) maintaining a healthy financial situation of the Company.

 

20.g) Earnings/(loss) per share:

 

Basic earnings per share were 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:

 

Parent Company

 

12/31/2015

 

12/31/2014

 

Common Shares

(Loss) profit for the year, net

 

 

 

Attributable to owners of the Company

1,257,896

 

(105,218)

Weighted average number of shares

1,357,150

 

1,413,697

Basic and diluted EPS

0.92687

 

(0.07443)

 

21.   PAYMENT TO SHAREHOLDERS

 

The Company's Bylaws provides for a minimum  dividend distribution 25% of adjusted net income as provided by law, the holders of its shares.

 

On March 11, 2015 the Board of Directors approved the proposal for payment, as advance of mandatory minimum dividend concerning the period  2015,  from the retained earnings reserve (statutory working capital reserve), the amount of R$275,000 in dividends, corresponding to R$0,202633043. The dividends were paid as from March 19, 2015, without inflation adjustment.

 

Dividends are calculated pursuant to the Company’s bylaws and in compliance with the Brazilian Corporate Law. The table below shows the calculation of dividends and interest on capital approved for 2015:

 

 

 

97


 

 

 

 

   

12/31/2015

Profit for the year

 

1,257,896

Capital reserve

 

(62,895)

Profit for allocation

 

1,195,001

     

Allocation:

 

 

Dividends approved on March 11, 2015

 

(275,000)

Destined to profits reserve to be realized (*)

 

(23,750)

Transferred to statutory reserve for investment and working capital

 

(896,251)

     

In current liabilities

 

 

Balance of dividends payable as December 31, 2014

 

277,097

Dividends approved on March 11, 2015

 

275,000

Dividends paid in 2015

 

(549,835)

Balance of dividends payable as December 31, 2015

 

2,262

     

Weighted average number of shares

 

1,357,150

Dividends per share approved

 

0.20263

 

(*) The Company's management, supported by art. 197 of Law 6.404 / 76, is proposing ad referendum to the Annual General Meeting, in order to retain part of the minimum mandatory dividends in line account item Profit Reserve to realize, as there is no profit realized in 2015 year.

 

The tables below show the history of dividends and interest on capital approved and paid:

 

                                     

Year

 

Approval Year

 

Dividends

 

Interest on capital

 

Total

 

Year

 

Payment Year

 

Dividends

 

Interest on capital

 

Total

2013

 

2013

 

610,000

 

190,000

 

800,000

 

2013

 

2013

 

610,503

 

190,000

 

800,503

2014

 

2014

 

700,000

     

700,000

 

2014

 

2014

 

424,939

     

424,939

2015

 

2015

 

275,000

 

 

 

275,000

 

 

 

2015

 

274,917

 

 

 

274,917

                   

2015

 

2015

 

274,918

     

274,918

Total approved

 

1,585,000

 

190,000

 

1,775,000

 

Total paid

 

1,585,277

 

190,000

 

1,775,277

 

 

22.   NET SALES REVENUE

 

Net sales revenue is comprised as follows:

       

Consolidated

     

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Gross revenue

 

 

 

 

 

 

 

 

Domestic market

 

10,313,874

 

13,061,229

 

9,579,626

 

11,863,547

Foreign market

 

7,726,761

 

6,247,489

 

4,581,429

 

4,110,635

 

 

18,040,635

 

19,308,718

 

14,161,055

 

15,974,182

Deductions

 

 

 

 

 

 

 

 

Cancelled sales and discounts

 

(308,029)

 

(167,483)

 

(291,503)

 

(149,359)

Taxes on sales

 

(2,400,754)

 

(3,015,003)

 

(2,151,183)

 

(2,659,309)

 

 

(2,708,783)

 

(3,182,486)

 

(2,442,686)

 

(2,808,668)

Net revenue

 

15,331,852

 

16,126,232

 

11,718,369

 

13,165,514

 

 

 

98


 

 

 

 

23.   EXPENSES BY NATURE

       

Consolidated

     

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Raw materials and inputs

 

(4,902,546)

 

(5,125,417)

 

(3,354,125)

 

(3,557,893)

Labor cost

 

(1,900,260)

 

(1,716,995)

 

(1,569,791)

 

(1,419,068)

Supplies

 

(1,097,814)

 

(1,097,940)

 

(1,061,557)

 

(1,050,580)

Maintenance cost (services and materials)

 

(1,072,437)

 

(1,072,664)

 

(1,020,110)

 

(1,040,357)

Outsourcing services

 

(3,292,763)

 

(2,544,553)

 

(2,018,995)

 

(1,662,594)

Depreciation, amortization and depletion (Note 10 a)

 

(1,135,772)

 

(1,245,131)

 

(863,741)

 

(1,022,898)

Other

 

(304,534)

 

(270,040)

 

(306,978)

 

(221,548)

   

(13,706,126)

 

(13,072,740)

 

(10,195,297)

 

(9,974,938)

Classified as:

 

             

Cost of sales

 

(11,799,758)

 

(11,592,382)

 

(9,137,528)

 

(9,159,454)

Selling expenses

 

(1,436,000)

 

(1,041,975)

 

(683,516)

 

(455,525)

General and administrative expenses

 

(470,368)

 

(438,383)

 

(374,253)

 

(359,959)

 

 

(13,706,126)

 

(13,072,740)

 

(10,195,297)

 

(9,974,938)

 

24.   OTHER OPERATING INCOME (EXPENSES)

       

Consolidated

     

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Other operating income

 

             

Indemnities/gains on lawsuits

 

5,189

 

39,693

 

4,673

 

29,958

Rentals and leases

 

1,150

 

1,080

 

1,150

 

1,080

Reversal of provisions

 

5,020

 

20,790

 

154,812

 

3,136

Dividends received

 

5,794

 

328

 

5,700

 

328

Untimely PIS/COFINS/ICMS credits

 

234,287

     

234,266

   

Contractual fines

 

2,200

 

7,963

 

2,669

 

7,942

Gain on business combination (note 3)

 

3,413,033

           

Reversal of actuarial liability/provision for actuarial asset

 

8,702

 

166

 

8,596

 

317

Other revenues

 

50,507

 

20,468

 

4,964

 

9,604

   

3,725,882

 

90,488

 

416,830

 

52,365

                 

Other operating expenses

 

             

Taxes and fees

 

(18,282)

 

(57,711)

 

(9,587)

 

(53,855)

Write-off of judicial deposits

 

(24,145)

 

(77,892)

 

(23,164)

 

(77,209)

Provision for environmental risks

 

(41,697)

 

160,980

 

(44,280)

 

160,980

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

(279,619)

 

(191,127)

 

(252,589)

 

(167,149)

Contractual fines

 

(309)

 

(7,464)

 

(26)

 

(6,756)

Depreciation of unused equipment and amortization of intangible assets (Note 10 a)

(41,068)

 

(36,354)

     

(714)

Residual value of permanent assets written off (Note 10)

 

(6,466)

 

(15,232)

 

(3,990)

 

(13,474)

Provision for losses /reversals of slow-moving and obsolescence (Note 7)

 

1,154

 

(10,396)

 

15,835

 

(4,630)

Losses on spare parts

 

(55,790)

 

(26,432)

 

(49,970)

 

(26,432)

Studies and project engineering expenses

 

(38,138)

 

(48,807)

 

(37,196)

 

(48,246)

Research and development expenses

 

(3,363)

 

(3,406)

 

(3,363)

 

(3,406)

Healthcare plan expenses

 

(56,838)

 

(54,319)

 

(56,838)

 

(54,319)

Impairment of available-for-sale financial assets

 

(555,298)

 

(205,000)

 

(555,298)

 

(199,372)

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

 

(4,801)

 

(37,308)

 

(4,801)

 

(19,853)

Provisions for industrial restructuring

 

(122,854)

 

-

 

(74,382)

 

-

Other expenses

 

(86,817)

 

(46,659)

 

(69,918)

 

(25,937)

   

(1,334,331)

 

(657,127)

 

(1,169,567)

 

(540,372)

Other operating expenses, net

 

2,391,551

 

(566,639)

 

(752,737)

 

(488,007)

 

 

 

99


 

 

 

 

25.   FINANCE INCOME (COSTS)

       

Consolidated

     

Parent Company

   

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Finance income

 

             

Related parties (Note 19 b)

 

65,084

 

50,631

 

838,152

 

266,255

Income from short-term investments

 

216,971

 

82,103

 

56,259

 

4,008

Gain from derivative (*)

 

870

           

Other income (**)

 

209,062

 

38,818

 

19,939

 

30,289

   

491,987

 

171,552

 

914,350

 

300,552

Finance costs

 

             

Borrowings and financing - foreign currency

 

(938,047)

 

(718,281)

 

(204,942)

 

(117,011)

Borrowings and financing - local currency

 

(2,116,149)

 

(1,806,568)

 

(1,824,903)

 

(1,565,306)

Related parties (Note 19 b)

 

(1,333)

 

(423,621)

 

(983,541)

 

(1,712,508)

Capitalized interest (Notes 10 and 31)

 

166,366

 

165,789

 

160,777

 

165,789

Losses on derivatives (*)

 

(4,956)

 

(4,869)

     

(943)

Interest, fines and late payment charges

 

(20,560)

 

(76,704)

 

894

 

(40,791)

REFIS effect net - Law 11,941/09

     

(52,036)

     

(51,624)

Other finance costs

 

(210,568)

 

(187,688)

 

(172,608)

 

(166,267)

   

(3,125,247)

 

(3,103,978)

 

(3,024,323)

 

(3,488,661)

Inflation adjustment and exchange differences, net

 

             

Inflation adjustments, net

 

44,412

 

(109)

 

679

 

(22,942)

Exchange differences, net

 

(1,630,530)

 

(391,767)

 

(4,078,374)

 

(1,287,021)

Exchange gain (losses) on derivatives (*)

 

846,328

 

242,869

 

146,445

   

 

 

(739,790)

 

(149,007)

 

(3,931,250)

 

(1,309,963)

                 

Finance costs, net

 

(3,373,050)

 

(3,081,433)

 

(6,041,223)

 

(4,498,072)

 

 

             

(*) Statement of gains and (losses) on derivative transactions

               

Dollar-to-CDI swap

 

(18)

 

(12,735)

       

Dollar-to-real swap (NDF)

 

785,702

 

213,602

       

Future Dollar

 

25,381

     

146,445

   

Dollar-to-euro swap (NDF)

 

39,668

 

33,397

       

Dollar-to-euro swap

 

(4,405)

 

8,605

       
   

846,328

 

242,869

 

146,445

   

Libor-to-CDI swap

 

   

(943)

     

(943)

Fixed rate-to-CDI swap

 

(4,956)

 

(3,926)

       

CDI-to-Fixed rate swap

 

870

           
   

(4,086)

 

(4,869)

     

(943)

 

 

842,242

 

238,000

 

146,445

 

(943)

 

(*)It refers mainly to gain on repurchase of debt securities amounting to R$166,642.

 

 

 

100


 

 

 

 

26.   SEGMENT INFORMATION

 

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

 

·          Steel

 

The Steel Segment consolidates all the operations related to the production, distribution and sale of flat steel, long steel, metallic containers and galvanized steel, with operations in Brazil, United States, Portugal and Germany. The Segment supplies the following markets: construction, steel containers for the Brazilian chemical and food industries, home appliances, automobile and OEM (motors and compressors). The Company’s steel units produce hot and cold rolled steel, galvanized and pre-painted steel of great durability. They also produce tinplate, a raw material used to produce metallic containers.

 

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

 

In January 2014 the production of long steel products started with a capacity of 500,000 metric tons per year, which will consolidate the company as a source of complete construction solutions, complementing its portfolio of products with high value added 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, as well as Congonhas Minérios S.A., which has its own mines and sells third party iron ore.

 

At the end of 2015, CSN and the Asian Consortium formalized a shareholders' agreement for the combination of assets linked to iron ore operations and the related logistics structure, forming a new company that has focused in mining activities from December 2015. In this context, the new company, called Congonhas Minérios S.A., holds the TECAR concession, the Casa de Pedra mine and all the shares of Namisa, which was incorporated on December 31, 2015.

 

Moreover, CSN controls a Estanho de Rondônia S.A. company mining units and tin casting.

 

·          Logistics

 

i. Railroad

 

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

 

a) MRS

 

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

 

The Southeast Brazilian railroad system, encompassing 1,674 kilometers of tracks, serves the tri-state industrial area of São Paulo-Rio de Janeiro-Minas Gerais, 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.

 

 

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b) TLSA and FTL

 

TLSA and FTL hold the concession of the former RFFSA’s Northeast Network. The Northeast Network totals 4,238 km, divided into two sections: i) Network I, which comprises the São Luiz–Mucuripe, Arrojado–Recife, Itabaiana–Cabedelo, Paula Cavalcante–Macau–Recife, and Propriá–Jorge Lins (Network I) sections, whose concession goes until 2027, held by FTL; and ii) Network II, which comprises the Missão Velha–Salgueiro, Salgueiro–Trindade, Trindade– Eliseu Martins, Salgueiro–Porto de Suape, and Missão Velha–Porto de Pecém sections, whose concession goes until 2057 or until the return of the investment adjusted by 6.75% of the sections, held by TLSA.

 

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

 

II. Port Logistics

 

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

 

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

 

·       Energy

 

CSN is one of the largest industrial consumers of electric power in Brazil. As energy is fundamental in its production process, the Company invests in assets for generation of electric power to guarantee its self-sufficiency. These assets are as follows: Itá hydroelectric power plant, in the State of Santa Catarina, with rated capacity of 1,450 MW, where CSN has a share of 29.5%; Igarapava hydroelectric power plant, Minas Gerais, with rated capacity of 210 MW, in which CSN holds 17.9% of the capital; and a thermoelectric co-generation Central unit with rated capacity of 238 MW, which has been operating at the UPV since 1999. For fuel the Central Unit uses the residual gases produced by the steel mill itself. Through these three power generation assets, CSN obtains total rated capacity of 430 MW.

 

·       Cement

 

The cement division consolidates the cement production, distribution and sale 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.

 

 

 

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·       Profit per segment

 

Beginning 2013, the Company no longer proportionately consolidates joint ventures Namisa, MRS and CBSI. For segment information preparation and presentation purposes, Management decided to maintain the proportionate consolidation of the joint ventures, as historically presented. For consolidated profit reconciliation purposes, the amounts of these companies were eliminated in the column “Corporate expenses/elimination”.

 

For the 2015 closure, after the combination of mining assets (Casa de Pedra, Namisa and Tecar), the consolidated results shall consider all of this new company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2015

Results

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses / elimination

 

Consolidated

     

Port

 

Railroads

       

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

 

4,990,299

 

23,861,003

 

 

 

 

 

 

 

2,181,731

 

 

 

 

Net revenues

                             

Domestic market

 

6,757,186

 

175,223

 

212,729

 

1,156,933

 

244,549

 

431,820

 

(1,226,695)

 

7,751,745

Foreign market

 

4,445,813

 

3,012,027

 

 

 

 

 

122,267

 

7,580,107

Total net revenue (note 22)

 

11,202,999

 

3,187,250

 

212,729

 

1,156,933

 

244,549

 

431,820

 

(1,104,428)

 

15,331,852

Cost of sales and services

 

(9,126,889)

 

(2,323,687)

 

(141,809)

 

(788,046)

 

(195,644)

 

(330,263)

 

1,106,580

 

(11,799,758)

Gross profit

 

2,076,110

 

863,563

 

70,920

 

368,887

 

48,905

 

101,557

 

2,152

 

3,532,094

General and administrative expenses

 

(955,247)

 

(69,602)

 

(20,473)

 

(89,678)

 

(23,186)

 

(72,894)

 

(675,288)

 

(1,906,368)

Depreciation (note 10 a)

 

670,496

 

377,344

 

12,777

 

189,361

 

17,073

 

46,505

 

(177,784)

 

1,135,772

Proportionate EBITDA of joint ventures

                         

489,922

 

489,922

Adjusted EBITDA

 

1,791,359

 

1,171,305

 

63,224

 

468,570

 

42,792

 

75,168

 

(360,998)

 

3,251,420

                                 

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

16,980

 

2,836,505

 

 

 

 

 

 

 

 

 

122,267

 

2,975,752

North America

 

1,901,989

                         

1,901,989

Latin America

 

376,458

 

42,730

 

 

 

 

 

 

 

 

 

 

 

419,188

Europe

 

2,104,944

 

132,792

                     

2,237,736

Others

 

45,442

 

 

 

 

 

 

 

 

 

 

 

 

 

45,442

Foreign market

 

4,445,813

 

3,012,027

 

 

 

 

 

122,267

 

7,580,107

Domestic market

 

6,757,186

 

175,223

 

212,729

 

1,156,933

 

244,549

 

431,820

 

(1,226,695)

 

7,751,745

Total

 

11,202,999

 

3,187,250

 

212,729

 

1,156,933

 

244,549

 

431,820

 

(1,104,428)

 

15,331,852

                                 
                                 
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12/31/2014

Results

 

Steel

 

Mining 

 

Logistics

 

 

 

Energy

 

Cement

 

Corporate expenses / elimination

 

Consolidated

     

Port

 

Railroads

       

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

 

5,177,453

 

25,245,424

 

 

 

 

 

 

 

2,185,044

 

 

 

 

Net revenues

                               

Domestic market

 

8,650,413

 

306,837

 

202,338

 

1,105,026

 

324,481

 

440,492

 

(1,063,096)

 

9,966,491

Foreign market

 

2,841,271

 

3,802,566

                 

(484,096)

 

6,159,741

Total net revenue (note 22)

 

11,491,684

 

4,109,403

 

202,338

 

1,105,026

 

324,481

 

440,492

 

(1,547,192)

 

16,126,232

Cost of sales and services

 

(8,671,935)

 

(2,985,930)

 

(137,634)

 

(753,394)

 

(186,750)

 

(295,264)

 

1,438,525

 

(11,592,382)

Gross profit

 

2,819,749

 

1,123,473

 

64,704

 

351,632

 

137,731

 

145,228

 

(108,667)

 

4,533,850

General and administrative expenses

 

(686,936)

 

(61,129)

 

(7,016)

 

(113,042)

 

(20,097)

 

(66,848)

 

(525,290)

 

(1,480,358)

Depreciation (note 10 a)

 

802,323

 

366,808

 

10,525

 

168,786

 

17,095

 

37,627

 

(158,033)

 

1,245,131

Proportionate EBITDA of joint ventures

                         

430,547

 

430,547

Adjusted EBITDA

 

2,935,136

 

1,429,152

 

68,213

 

407,376

 

134,729

 

116,007

 

(361,443)

 

4,729,170

                                 

Sales by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

77,688

 

3,674,778

 

 

 

 

 

 

 

 

 

(484,096)

 

3,268,370

North America

 

713,777

                         

713,777

Latin America

 

165,238

 

 

 

 

 

 

 

 

 

 

 

 

 

165,238

Europe

 

1,868,280

 

127,788

                     

1,996,068

Others

 

16,288

 

 

 

 

 

 

 

 

 

 

 

 

 

16,288

Foreign market

 

2,841,271

 

3,802,566

 

 

 

 

 

(484,096)

 

6,159,741

Domestic market

 

8,650,413

 

306,837

 

202,338

 

1,105,026

 

324,481

 

440,492

 

(1,063,096)

 

9,966,491

Total

 

11,491,684

 

4,109,403

 

202,338

 

1,105,026

 

324,481

 

440,492

 

(1,547,192)

 

16,126,232

 

 

 

 

 

103


 

 

 

 

 

(*) The ore sales volumes presented in this note take into consideration Company sales and the interest in its subsidiaries and joint ventures, corresponding Namisa 60% from January to November and Namisa 100% on December.

 

Adjusted EBITDA is the measurement based on which the chief operating decision maker assesses the segment performance and the capacity to generate recurring operating cash, consisting of profit for the year less net finance income (costs), income tax and social contribution, depreciation and amortization, equity in results of affiliated companies, and other operating income (expenses), plus the proportionate EBITDA of joint ventures.

 

Even though it is an indicator used in segment performance measurement, EBITDA is not a measurement recognized by accounting practices adopted in Brazil or IFRS, it does not have a standard definition, and may not be comparable with measurements using similar names provided by other entities.

 

As required by IFRS 8, the table below shows the reconciliation of the measurement used by the chief operating decision maker with the results determined using the accounting practices:

 

 

 

 

 

Consolidated

   

12/31/2015

 

12/31/2014

Profit (loss) for the year

 

1,615,951

 

(112,267)

Depreciation (Note 10 a)

 

1,135,772

 

1,245,131

Income tax and social contribution (Note 15)

 

188,624

 

(151,153)

Finance income (cost) (Note 25)

 

3,373,050

 

3,081,433

EBITDA

 

6,313,397

 

4,063,144

Other operating (expenses) income (Note 24)

 

(2,391,551)

 

566,639

Equity in results of affiliated companies

 

(1,160,348)

 

(331,160)

Proportionate EBITDA of joint ventures

 

489,922

 

430,547

Adjusted EBITDA (*)

 

3,251,420

 

4,729,170

 

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

 

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”), a private non-profit pension fund established in July 1960 which has as members the employees (and former employees) of the Company and some subsidiaries who joined the fund through an agreement, and the employees of CBS itself. The Executive Officers of CBS is formed by a CEO and two other executive officers, all appointed by CSN, which is the main sponsor of CBS. The Decision-Making Board is the higher decision-making and guideline-setting body of CBS, 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 can only join the new Mixed Plan. In addition, all active employees who were participants of the former defined benefit plans had the opportunity to switch to the new Mixed Plan.

 

 

 

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As of December 31, 2015 CBS had 33,065 participants (34,426 as of December 31, 204), of whom 18,430 were active contributors (19,279 as of December 31, 2014), 13,965 were retired employees (14,379 as of December 31, 2014), and 670 were related beneficiaries (788 as of December 31, 2014). Out of the total participants as of December 31, 2015, 12,091 belonged to the defined benefit plan, 14,960 to the mixed plan, 1,595 to the CBSPrev Namisa plan, and 4,419 to the CBSPrev plan.

 

The plan assets of CBS are primarily invested in repurchase agreements (backed by federal government securities), federal government securities indexed to inflation, shares, loans and real estate. As of December 31, 2015 CBS held 20,143,031 common shares of CSN (12,788,231 common shares as of December 31, 2014). The total plan assets of the entity amounted to R$4.5 billion as of December 31, 2015 (R$4.2 billion as of December 31, 2014). The administrators of the CBS funds seek to match plan assets with benefit obligations payable on a long-term basis. Pension funds in Brazil are subject to certain restrictions regarding their capacity for investment in foreign assets and, therefore, these funds invest mainly in Brazilian securities.

        

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

 

For the defined benefit plans “35% of the average salary” and “average salary supplementation plan”, the Company holds a financial guarantee with CBS Previdência, the entity that administers said plans, to ensure their financial and actuarial balance, in the event of any future actuarial loss or actuarial gain.

 

As provided for in the prevailing law that governs the pension fund market, for the years ended December 31, 2014 and 2015, CSN did not have to pay the installments because the defined benefit plans posted actuarial gains for the period.

 

27.a) Description of the pension plans

 

Plan covering 35% of the average salary

 

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

 

Average salary supplementation plan

 

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

 

Mixed supplementary benefit plan

 

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

 

CBS Prev Plan

 

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

 

 

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

 

27.b) Investment policy

 

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

 

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

 

27.c) Employee benefits

 

The actuarial calculations are updated at the end of each annual reporting period by outside actuaries and presented in the financial statements pursuant to CPC33(R1)/IAS19 -  Employee Benefits.

             

Consolidated

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

Actuarial asset

 

Actuarial liability

Pension plan benefits (Note 8 and 14)

114,443

 

97,173

 

25,294

 

11,275

Post-employment healthcare benefits

       

489,074

 

576,480

 

114,443

 

97,173

 

514,368

 

587,755

 

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

12/31/2015

 

12/31/2014

Present value of defined benefit obligation

2,430,381

 

2,508,441

Fair value of plan assets

(2,684,736)

 

(2,745,834)

Deficit

(254,355)

 

(237,393)

Restriction to actuarial assets due to recovery limitation

165,216

 

151,495

Liabilities (Assets), net

(89,139)

 

(85,898)

Liabilities

25,294

 

11,275

Assets

(114,433)

 

(97,173)

Net (assets) recognized in the balance sheet

(89,139)

 

(85,898)

 

The movement in the present value of the defined benefit obligation during 2015 is as follows:

 

 

12/31/2015

 

12/31/2014

Present value of obligations at the beginning of the year

2,508,441

 

2,263,012

Cost of service

1,807

 

10,114

Interest cost

293,533

 

255,573

Benefits paid

(235,541)

 

(209,891)

Actuarial (gain)/loss

( 137,859)

 

189,633

Present value of obligations at the end of the year

2,430,381

 

2,508,441

 

 

 

106


 

 

 

 

The movement in the fair value of the plan assets during 2015 is as follows:

 

 

 

12/31/2015

 

12/31/2014

Fair value of plan assets at the beginning of the year

(2,745,834)

 

(2,684,783)

Expected return on plan assets

(322,460)

 

(305,469)

Benefits paid

235,830

 

209,891

Actuarial gains

147,728

 

34,527

Fair value of plan assets at the end of the year

(2,684,736)

 

(2,745,834)

 

The amounts recognized in the income statement for the year ended December 31, 2015 are comprised as follows:

 

 

12/31/2015

 

12/31/2014

Cost of current service

1,807

 

10,114

Interest cost

293,533

 

255,573

Expected return on plan assets

(322,460)

 

(305,469)

Interest on the asset ceiling effect

18,422

 

39,733

 

(8,698)

 

(49)

Total unrecognized costs (*)

4

 

117

Total (income) recognized in the income statement

(8,702)

 

(166)

Total (income), net (*)

(8,698)

 

(49)

 

(*) Effect of the limit of paragraph 58 (b) of CPC33 (R1)/IAS19 - Employee Benefits.

 

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

 

The movement in the actuarial gains and losses in 2015 is as follows:

 

12/31/2015

 

12/31/2014

Actuarial losses

9,869

 

224,160

Restriction due to recovery limitation

(4,208)

 

(224,099)

 

5,661

 

61

Actuarial losses recognized in other comprehensive income

5,665

 

178

Unrecognized actuarial (gains)

(4)

 

(117)

Total cost of actuarial losses (*)

5,661

 

61

 

(*) Actuarial loss results from the fluctuation in the investments comprised in the CBS’s asset portfolio.

 

Breakdown of actuarial gains or losses, required by paragraph 141 of CPC33(R1)/IAS19:

 

12/31/2015

Loss due to change in demographic assumptions

(6,298)

Loss due to change in financial assumptions

(250,280)

Loss due to experience adjustments

118,718

Return on plan assets (less interest income)

147,729

Actuarial losses

9,869

The history of actuarial gains and losses is as follows:

 

 

12/31/2015

 

12/31/2014

 

12/31/2013

 

12/31/2012

 

12/31/2011

Present value of defined benefit obligations

2,430,381

 

2,508,441

 

2,263,012

 

2,666,261

 

2,153,649

Fair value of plan assets

(2,684,736)

 

(2,745,834)

 

(2,684,783)

 

(2,923,483)

 

(2,384,450)

Surplus

(254,355)

 

(237,393)

 

(421,771)

 

(257,222)

 

(230,801)

Experience adjustments to plan obligations

(137,859)

 

189,633

 

(439,983)

 

484,524

 

141,674

Experience adjustments to plan assets

147,728

 

34,527

 

(293,159)

 

456,393

 

(81,038)

 

 

 

107


 

 

 

 

The main actuarial assumptions used were as follows:

 

 

12/31/2015

 

12/31/2014

Actuarial financing method

Projected unit credit

 

Projected unit credit

Functional currency

Real (R$)

 

Real (R$)

Recognition of plan assets

Fair value

 

Fair value

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

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

 

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

Nominal discount rate

13.43%

 

12.20%

Inflation rate

5.70%

 

5.70%

Nominal salary increase rate

6.76%

 

6.76%

Nominal benefit increase rate

5.70%

 

5.70%

Rate of return on investments

13.43%

 

12.20%

General mortality table

Milênio Plan and Healthcare Plan: AT 2000 segregated by gender

 

Milênio Plan and Healthcare Plan: AT 2000 segregated by gender

35% and Average Salary Supplementation Plans: AT 2000 segregated by gender (10% smoothed)

 

35% and Average Salary Supplementation Plans: AT 2000 segregated by gender (10% smoothed)

Disability table

Light Median

 

Mercer Disability with probabilities multiplied by 2

Disability mortality table

Winklevoss - 1%

 

Winklevoss - 1%

Turnover table

Millennium plan 5% p.a., nil for DB plans

 

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

Retirement age

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

 

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

Household of active participants

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

 

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

 

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

 

 

12/31/2015

 

12/31/2014

 

BD Plan (*)

 

Milênio Plan (*)

 

BD Plan (*)

 

Milênio Plan (*)

Longevity at age of 65 for current participants

 

 

 

 

 

 

 

Male

20.45

 

19.55

 

20.45

 

19.55

Female

23.02

 

22.17

 

23.02

 

22.17

               

Longevity at age of 65 for current participants who are 40

 

 

 

 

 

 

 

Male

42.69

 

41.59

 

42.69

 

41.59

Female

46.29

 

45.30

 

46.29

 

45.30

 

(*) The BD Plan is part of the 35% and Average Salary Supplementation Plan and the Milênio Plan is part of the Mixed Supplementary Benefit Plan.

 

Allocation of plan assets:

 

 

 

12/31/2015

 

 

 

12/31/2014

Variable income

25,801

 

0.96%

 

38,167

 

1.61%

Fixed income

2,492,324

 

92.83%

 

2,538,297

 

93.59%

Real estate

124,306

 

4.63%

 

112,900

 

3.24%

Other

42,305

 

1.58%

 

56,470

 

1.56%

Total

2,684,736

 

100.00%

 

2,745,834

 

100.00%

 

Variable-income assets comprise mainly CSN shares.     

 

 

108


 

 

 

 

Fixed-income assets comprise mostly debentures, Interbank Deposit Certificates (“CDI”) and National Treasury Notes (“NTN-B”).

 

Real estate refers to buildings appraised by a specialized asset appraisal firm. There are no assets in use by CSN and its subsidiaries.

 

For the mixed supplementary benefit plan, which has defined contribution components, the expense as of December 31, 2015 was R$29,887 (R$31,053 as of December 31, 2014).

 

For the defined contribution plan CBSPrev Namisa, the expense in 2015 was R$1,192 (R$1,637 as of December 31, 2014).

 

For the defined contribution plan CBSPrev, the expense in 2015 was R$4,460 (R$1,959 as of December 31, 2014).

 

27.d) Expected contributions

 

No contributions are expected to be paid to the defined benefit plans in 2016.

 

For the mixed supplementary benefit plan, which includes defined contribution components, contributions of R$30,498 are forecasted to be paid in 2016.

 

27.e) Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions for the pension plans as of December 31, 2015 is as follows:

 

 

12/31/2015

 

Plan covering 35% of the average salary

  

Average salary supplementation plan

  

Mixed supplementary benefit plan (Milênio Plan)

Assumption: Discount rate

               

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

55

(69)

 

(188)

134

 

(945)

966

Effect on present value of obligations

(11,786)

12,640

 

(54,702)

58,756

 

(28,598)

31,054

                 

Assumption: Salary growth

               

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

           

500

(425)

Effect on present value of obligations

     

2

(2)

 

2,960

(2,516)

                 

Assumption: Mortality table

               

Sensitivity level

0.5%

-0.5%

 

0.5%

-0.5%

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

399

(373)

 

1,521

(1,418)

     

Effect on present value of obligations

3,109

(2,908)

 

11,903

(11,099)

     
                 

Assumption: Benefit adjustment

               

Sensitivity level

1.0%

-1.0%

 

1.0%

-1.0%

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

(955)

941

 

(3,849)

3,752

 

(434)

432

Effect on present value of obligations

(7,083)

6,981

 

(28,686)

27,964

 

(3,948)

3,878

 

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

 

 

 

109


 

 

 

 

Forecast benefit payments

   

2015

Year 1

 

 

223,969

Year 2

   

240,938

Year 3

 

 

251,011

Year 4

   

261,150

Year 5

 

 

271,337

Next 5 years

   

1,507,452

Total forecast payments

 

 

2,755,857

 

27.f) Post-employment health care plan 

 

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

 

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

 

12/31/2015

 

12/31/2014

Present value of obligations

489,074

 

576,480

Liabilities

489,074

 

576,480

       

The reconciliation of the healthcare benefit liabilities is as follows:

 

12/31/2015

 

12/31/2014

Actuarial liability at the beginning of the year

576,480

 

473,966

Cost of current service

67,620

 

53,707

Sponsor's contributions transferred in prior year

(57,525)

 

(46,191)

Recognition of (gain)/loss for the year

(97,501)

 

94,998

Actuarial liability at the end of the year

489,074

 

576,480

 

For the post-employment healthcare benefit plan, the expense as of December 31, 2015 was R$56,838 (R$54,319 as of December 31, 2014).

 

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

 

12/31/2015

 

12/31/2014

Actuarial gain (loss) on obligation

(97,501)

 

94,998

Gain (loss) recognized in shareholders' equity

(97,501)

 

94,998

 

The history of actuarial gains and losses is as follows:

 

12/31/2015

 

12/31/2014

 

12/31/2013

 

12/31/2012

 

12/31/2011

Present value of defined benefit obligation

489,074

 

576,480

 

473,966

 

547,652

 

457,377

Deficit

489,074

 

576,480

 

473,966

 

547,652

 

457,377

Experience adjustments to plan obligations

(97,501)

 

94,998

 

(88,159)

 

77,182

 

84,575

 

The weighted average life expectancy based on the mortality table used to determined actuarial obligations is as follows:

 

 

12/31/2015

 

12/31/2014

Longevity at age of 65 for current participants

 

 

 

Male

19.55

 

19.55

Female

22.17

 

22.17

 

 

 

 

Longevity at age of 65 for current participants who are 40

 

 

 

Male

41.59

 

41.59

Female

45.30

 

45.30

 

 

110


 

 

 

The actuarial assumptions used for calculating postemployment healthcare benefits were:

 

 

12/31/2015

 

12/31/2014

Biometrics

 

 

 

General mortality table

AT 2000 segregated by gender

 

AT 2000 segregated by gender

Turnover

N/A

 

n/a

Household

Actual household

 

Actual household

 

 

 

 

 

 

 

 

Financial

 

 

 

Actuarial nominal discount rate

13.43%

 

12.20%

Inflation

5.70%

 

5.70%

Nominal increase in medical cost based on age

6,23% - 8,87%

 

6.23% - 8.87%

Nominal medical costs growth rate

8.87%

 

8.87%

Average medical cost

515.37

 

417.12

 

27.g) Sensitivity analysis

 

The quantitative sensitivity analysis regarding the significant assumptions for the postemployment healthcare plans as of December 31, 2015 is as follows:

     

12/31/2015

 

 

Healthcare Plan

 

 

Assumption: Discount rate

Sensitivity level

 

0.5%

-0.5%

Effect on current service cost and on interest on actuarial obligations

119

(159)

Effect on present value of obligations

 

(16,615)

17,905

 

 

   
   

Assumption: Medical Inflation

Sensitivity level

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

5,449

(4,750)

Effect on present value of obligations

 

40,673

(35,471)

       

 

 

Assumption: Mortality table

Sensitivity level

 

1.0%

-1.0%

Effect on current service cost and on interest on actuarial obligations

 

(3,084)

3,184

Effect on present value of obligations

 

(22,967)

23,708

 

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

 

Forecast benefit payments

 

2015

Year 1

 

49,755

Year 2

 

51,975

Year 3

 

54,141

Year 4

 

56,219

Year 5

 

58,180

Next 5 years

 

314,470

Total forecast payments

 

584,740

 

 

 

111


 

 

 

28.   GUARANTEES

 

The Company is liable for guarantees of its subsidiaries and joint ventures as follows:

 

 

Currency

 

Maturities

 

Borrowings

 

Tax foreclosure

 

Other

 

Total

         

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Transnordestina Logísitca

R$

 

Up to 19/09/2056 and indefinite

 

2,544,600

 

2,451,682

 

39,559

 

38,766

 

5,991

 

5,975

 

2,590,150

 

2,496,423

FTL - Ferrovia Transnordestina

R$

 

15/11/2020

 

81,700

 

140,550

         

450

 

142

 

82,150

 

140,692

CSN Cimentos (*)

                   

26,423

     

39,776

     

66,199

Cia Metalurgica Prada

R$

 

Minute 10/02/2016 and indefinite

         

333

 

10,133

 

19,340

 

19,340

 

19,673

 

29,473

CSN Energia

R$

 

Indefinite

         

2,829

 

2,829

         

2,829

 

2,829

Congonhas Minérios

R$

 

9/22/2022

 

2,000,000

 

2,000,000

                 

2,000,000

 

2,000,000

Fundação CSN

R$

 

Indefinite

 

1,003

 

1,003

                 

1,003

 

1,003

Estanho de Rondônia

                           

106

     

106

Outros (**)

R$

 

1/1/2016

 

12,000

                     

12,000

   
                                       

Total in R$

       

4,639,303

 

4,593,235

 

42,721

 

78,151

 

25,781

 

65,339

 

4,707,805

 

4,736,725

CSN Islands IX

           

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

CSN Handel

           

100,000

                     

100,000

Total in US$

       

2,950,000

 

3,450,000

                 

2,950,000

 

3,450,000

                                       

CSN Steel S.L.

EUR

 

1/31/2020

 

120,000

 

120,000

                 

120,000

 

120,000

Lusosider Aços Planos

EUR

 

Perpetual

 

25,000

 

25,000

                 

25,000

 

25,000

Total in EUR

       

145,000

 

145,000

                 

145,000

 

145,000

Total in R$

       

12,135,468

 

9,631,805

                 

12,135,468

 

9,631,805

         

16,774,771

 

14,225,040

 

42,721

 

78,151

 

25,781

 

65,339

 

16,843,273

 

14,368,530

 

(*) Company incorporated in May 2015.

 

(**) Guarantees for the subsidiaries Companhia Metalurgica Prada, Cia Metalic Nordeste, Sepetiba Tecon, Nacional Minérios, CSN Energia and Ersa.

 

 

 

112


 

 

 

 

29.   COMMITMENTS

 

29.a) Take-or-pay contracts

 

As of December 31, 2015 and 2014, the Company was a party to take-or-pay contracts as shown in the following table:

 

   

Payments in the period (in millions of R$)

 

 

 

 

 

 

 

 

 

 

 

 

 

Type of service

 

2014

 

2015

   

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

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

 

263,266

 

197,646

   

624,459

 

595,951

 

595,951

 

595,951

 

3,916,115

 

6,328,427

Unloading, storage, movement, loading and railroad
transportation services.

 

5,570

                             

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

 

1,011,416

 

1,023,465

   

342,817

 

32,205

 

32,205

 

32,205

 

64,409

 

503,841

Processing of slag generated during pig iron and steel
production

 

49,739

 

104,013

   

18,743

 

8,507

 

8,507

 

7,074

 

22,988

 

65,819

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

 

40,250

 

127,776

   

2,885

                 

2,885

   

1,370,241

 

1,452,900

   

988,904

 

636,663

 

636,663

 

635,230

 

4,003,512

 

6,900,972

 

29.b) Concession agreements

 

Minimum future payments related to government concessions as of December 31, 2015 fall due according to the schedule set out in the following table:

 

Concession

 

Type of service

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

FTL (Ferrovia Transnordestina Logística)

 

30-year concession granted on December 31, 1997, renewable for another 30 years, to develop public service and operating the railway system in northeastern Brazil. The northeastern railway system covers 4238 kilometers of railway network and operates in Maranhão, Piauí, Ceará, Paraíba, Pernambuco, Alagoas and Rio Grande do Norte.

 

8,229

 

8,229

 

8,229

 

8,229

 

65,832

 

98,748

Tecar

 

Concession to operate the TECAR, a solid bulk terminal, one of the four terminals that make up the Port of Itaguai, located in Rio de Janeiro. The concession had an anticipated renewal and it will expires in 2047.

 

125,326

 

125,326

 

125,326

 

125,326

 

3,509,116

 

4,010,420

Tecon

 

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

 

27,927

 

27,927

 

27,927

 

27,927

 

181,523

 

293,231

       

161,482

 

161,482

 

161,482

 

161,482

 

3,756,471

 

4,402,399

 

 

 

 

113


 

 

 

 

29.c) Projects and other commitments

 

·          Transnordestina project

 

The Transnordestina project includes building 1,753 km of new, next-generation, wide-gauge tracks. The project posts a 55% progress and completion is estimated for 2017 (completion period currently under review and discussion with the responsible agencies). The Company expects that the investments will permit Transnordestina Logística S.A. to transport of several products, such as iron ore, limestone, soy, cotton, sugarcane, fertilizers, oil, and fuel. The concessionaire of the Transnordestina project holds the concession through no longer than 2057, and can be terminated before this date if the minimum return agreed with the Government is reached. Transnordestina has already obtained the required environmental permits, purchased part of the equipment, contracted some of the services, and in certain regions the project is at an advanced implementation stage.

 

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

 

The budget to conclude the project is under review, currently it is being analyzed by the competent agencies (shareholders), and it is expected that the reviewed budget will be as follows: Missão Velha-Salgueiro: R$0.4 billion, Salgueiro-Trindade: R$0.7 billion, Trindade-Eliseu Martins: R$2.4 billion, Missão Velha-Porto de Pecém: R$3 billion, Salgueiro-Porto de Suape: R$4.7 billion, amounting R$ 11.2 billion.

 

The Company guarantees 100% of TLSA’s financing granted by Banco do Nordeste/FNE and the BNDES, and 50.97% of the debentures issued by FDNE  (includes the corporate guarantee of 48.47%, a collateral letter of 1.25% issued to BNB and the corporate guarantee of 1.25% pledged to BNB). Under the FDNE charter, approved by Federal Decree 6,952/2009, and the Investment Agreement entered into with the public shareholders/ financiers, 50% of the debentures should be converted into TLSA shares.

 

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, Life and Casualty, Health Coverage, Fleet Vehicles, D&O (Civil Liability Insurance for Directors and Officers), General Civil Liability, Engineering Risks, naming Risks, Export Credit, Performance Bond and Port Operator’s Civil Liability.

 

In 2015, after negotiation with insurers and reinsurers in Brazil and abroad, an insurance policy was issued for the contracting of a policy of Operational Risk of Property Damages and Loss of Profits, with effect from September 30, 2015 to September 30, 2016. Under the insurance policy, the LMI (Maximum Limit of Indemnity) is US$600,000,000 and covers the following units and subsidiaries of the Company:  Presidente Vargas, Congonhas Minérios, CSN Handel and Namisa Handel. CSN takes responsibility for a range of retention of US$375 million in excess of the deductibles for property damages and loss of profits.

 

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

 

31.   ADDITIONAL INFORMATION TO CASH FLOWS

 

In 2015, the Company incorporated the subsidiary CSN Cement and realized the drop down of Casa the Pedra, Tecar, investment in Namisa and MRS assets. Part of the net assets, shown in note 9, is not included in the statement of cash flows.

 

 

114


 

 

 

 

 In addition, the following table provides additional information on transactions related to the statement of cash flows:

 

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

Income tax and social contribution paid

134,920

 

98,040

 

120,075

 

20,470

Addition to PP&E with interest capitalization

166,366

 

165,789

 

160,777

 

165,789

Acquisition of fixed assets without adding cash

566,413

 

 

 

566,413

 

 

Capital reduction with no cash effect

 

 

 

60,038

 

 

Capitalization from advance to future capital increase

3,229

     

61,486

 

Capital increase without cash effect

 

 

 

 

331,869

 

 

 

870,928

 

263,829

 

1,300,658

 

186,259

        

32.   COMPREHENSIVE INCOME STATEMENT

     

Consolidated

     

Parent Company

 

12/31/2015

 

12/31/2014

 

12/31/2015

 

12/31/2014

(Loss) Profit for the period

1,615,951

 

(112,267)

 

1,257,896

 

(105,218)

Other comprehensive income

             

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

             

Actuarial gains on the defined benefit plan from investments in subsidiaries, net of taxes

230

 

2,221

 

(722)

 

2,243

Actuarial (losses) gains on defined benefit pension plan

92,221

 

(95,175)

 

93,663

 

(95,208)

Income tax and social contribution on actuarial (losses) gains on defined benefit pension plan

372

 

32,360

 

(118)

 

32,371

 

92,823

 

(60,594)

 

92,823

 

(60,594)

Items that could be subsequently reclassified to the statement of income

             

Cumulative translation adjustments for the period

530,540

 

28,227

 

530,540

 

28,227

Available-for-sale assets

(969,701)

 

(971,808)

 

(938,160)

 

(971,251)

Income tax and social contribution on available-for-sale assets

174,166

 

330,415

 

163,442

 

330,225

Available-for-sale assets from investments in subsidiaries, net of taxes

       

(20,817)

 

3,347

Impairment of available-for-sale assets

555,298

 

205,000

 

555,298

 

199,372

Income tax and social contribution on impairment of available-for-sale assets

(33,269)

 

(69,700)

 

(33,269)

 

(67,786)

(Loss) gain on percentage change in investments

1,980

 

(73,754)

 

1,980

 

(73,754)

(Loss) gain on cash flow hedge accounting

(1,399,457)

 

(120,633)

 

(1,399,457)

 

(120,633)

Income tax and social contribution on (loss) gain on cash flow hedge accounting

117,865

 

41,015

 

117,865

 

41,015

(Loss) gain on hedge of net investments in foreign subsidiaries

       

(20,148)

   

(Loss) on net investment hedge

(20,148)

 

 

 

 

 

 

 

(1,042,726)

 

(631,238)

 

(1,042,726)

 

(631,238)

 

             
 

(949,903)

 

(691,832)

 

(949,903)

 

(691,832)

 

             

Total comprehensive income for the period

666,048

 

(804,099)

 

307,993

 

(797,050)

 

             

Attributable to:

             

Owners of the Company

307,993

 

(797,050)

 

307,993

 

(797,050)

Non-controlling interests

358,055

 

(7,049)

       

 

666,048

 

(804,099)

 

307,993

 

(797,050)

 

 

115


 

 

 

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS

 

To the Board of Directors and Shareholders of

Companhia Siderúrgica Nacional

São Paulo – SP

 

We have audited the accompanying individual and consolidated financial statements of Companhia Siderúrgica Nacional (“the Company”), identified as Parent and Consolidated, respectively, which comprise the balance sheet as of December 31, 2015, and the related statements of income, comprehensive income, changes in equity and of cash flows for the year then ended, and a summary of significant accounting policies, and other explanatory information.

 

Managements’ responsibility for the financial statements

 

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

 

Auditor’s Responsibility

 

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

 

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

 

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

 

Opinion

 

In our opinion, the individual and consolidated financial statements referred to above present fairly, in all material respects, the individual and consolidated financial position of Companhia Siderúrgica Nacional as of December 31, 2015, its individual and consolidated financial performance and its cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with International Financial Reporting Standards – IFRS, as issued by the International Accounting Standards Board – IASB.

 

Emphasis of matter

 

Restatement of corresponding values

 

The individual and consolidated values, related to the balance sheet as of December 31, 2014 and the statement of cash flows for the year then ended, presented for comparative purposes, are being restated due to the matter described in note 2.a.a).

 

Other matters

 

Statements of value added

 

We have also audited the individual and consolidated statements of value added (“DVA”) for the year ended December 31, 2015, prepared under the responsibility of the Company’s Management, the presentation of which is required by Brazilian Corporate Law for publicly-traded companies, supplemental information for IFRS, which do not require the presentation of DVA. These statements were subject to the same auditing procedures described above, and, based on our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.

 

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

 

São Paulo, March 28, 2016

 

 

DELOITTE TOUCHE TOHMATSU

Gilberto Grandolpho

Auditores Independentes

Engagement Partner

 

 

 

 

 

116


 

 

 

 

Opinions and Statements / Opinion of the Supervisory Board or Equivalent Body

 

Date: March 28, 2016

 

The Audit Committee met to review the Company's Financial Statements for the year ended December 31, 2015.

 

Then, the Audit Committee received the representatives of Deloitte Auditores Independentes for them to present the process of finalization of the audit of the Financial Statements for 2015.

 

After reviewing and discussing the audited financial statements and the Annual Management Report, obtaining the required clarifications, the Audit Committee decided to recommend to the Board of Directors the approval of the financial statements for the year ended December 31, 2015

 

 

Antonio Bernardo Vieira Maia

 

 

Fernando Perrone

 

 

Yoshiaki Nakano

 

 

Claudia Maria Sarti – secretary

 

 

 

 

117


 

 

 

 

STATEMENT OF DIRECTORS ON THE FINANCIAL STATEMENTS

 

As the Executive Directors of the Companhia Siderurgica Nacional, we declare pursuant to Article 25, paragraph 1, item VI of CVM Instruction 480 of December 7, 2009, that we reviewed, discussed and agreed to the Financial Statements ended at December 31, 2015

 

 

 

São Paulo, March 28, 2016.

 

 

 

____________________________________________

Benjamin Steinbruch

CEO

 

 

 

____________________________________________

Enéas Garcia Diniz

Executive Director

 

 

 

____________________________________________

Paulo Rogério Caffarelli

Executive Director

 

 

 

____________________________________________

Luis Fernando Barbosa Martinez

Executive Director

 

 

 

____________________________________________

David Moise Salama

Executive Director of Investors Relations

 

 

 

____________________________________________

Fábio Eduardo de Pieri Spina

Diretor Executivo

 

 

 

 

 

118


 

 

 

 

STATEMENT OF DIRECTORS ON AUDITORS´REPORT

 

 

As the Executive Directors of the Companhia Siderurgica Nacional, we declare pursuant to Article 25, paragraph 1, item V of CVM Instruction 480 of December 7, 2009, that we reviewed, discussed and agreed to the Financial Statements ended at December 31, 2015.

 

 

 

São Paulo, March 28, 2016.

 

 

 

____________________________________________

Benjamin Steinbruch

CEO

 

 

 

____________________________________________

Enéas Garcia Diniz

Executive Director

 

 

 

____________________________________________

Paulo Rogério Caffarelli

Executive Director

 

 

 

____________________________________________

Luis Fernando Barbosa Martinez

Executive Director

 

 

 

____________________________________________

David Moise Salama

Executive Director of Investors Relations

 

 

 

____________________________________________

Fábio Eduardo de Pieri Spina

Diretor Executivo

 

 


 

119

 

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: May 2, 2016
 
COMPANHIA SIDERÚRGICA NACIONAL
By:
/S/ Benjamin Steinbruch

 
Benjamin Steinbruch
Chief Executive Officer

 

 
By:
/S/ Paulo Rogério Caffarelli

 
Paulo Rogério Caffarelli
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.